Professional Documents
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DOMESTIC
INTERNATIONAL
IHOCO BV 269-276
1
TIFCO Holdings Limited
Board of Directors
Anil P. Goel
Niyant Maru
R H Parekh
Farzana Billimoria
Sanker Parameswaran
Audit Committee
Niyant Maru
R. H. Parekh
Farzana Billimoria
Company Secretary
R. H. Parekh
Auditors
M/s Patel & Deodhar
Chartered Accounts
Bankers
Bank of Baroda
HDFC Bank
Registered Office
Mandlik House
Mandlik Road
Mumbai - 400 001
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Subsidiaries Accounts 2009-2010
DIRECTORS’ REPORT
TO THE MEMBERS,
The Directors are pleased to present the 32nd Annual Report of the Company together with its Audited Profit and Loss
Account for the financial year ended March 31, 2010 and the Balance Sheet as on that date:
FINANCIAL RESULTS
2009-10 2008-09
Rs. in ‘000 Rs. in ‘000
Income 117,156 175,772
Expenditure 1,028 1,088
Profit before Tax 116,128 174,684
Less : Provision For Tax 7,500 5,150
Profit after Tax 108,628 169,534
Tax adjustments relating to the Company and its amalgamated erstwhile
subsidiaries for earlier years 46 325
Balance profit brought forward from previous year 656,810 520,951
Amount available for appropriations 765,484 690,810
Appropriations:
Reserve Fund 22,000 34,000
Balance Profit carried forward 743,484 656,810
765,484 690,810
OPERATIONS
The businesses of the investee companies during the year under review suffered due to an acute economic slowdown,
characterized by a decline in consumer spending. The impact thereof is seen in the dividends earned by the Company
which have reduced by 43% from Rs. 13 crores to Rs. 7.40 crores in the current year.
The Company earned a profit before tax of Rs. 11.60 crores as against Rs. 17.47 crores in the previous year.
DIVIDEND
With a view to conserve the resources of the Company for future growth, your Directors do not recommend the
payment of dividend for the current year.
INVESTMENTS
After taking into account the effect of the transactions during the year, the cost of investments (net of provision
for diminution) held by the Company stood at Rs. 137.11 crores as at March 31, 2010 (Rs. 129.11 crores as at
March 31, 2009). The economic stability observed during the last quarter of the current financial year has helped
the market value of quoted investments aggregate to Rs. 66.86 crores which is an increase of 91% as compared to
Rs. 34.91 crores as at March 31, 2009.
The changes in investments during the year are reflected in the Investment Schedule attached to the Balance Sheet.
BORROWINGS & PUBLIC DEPOSITS
In compliance with Paragraph 5 of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve
Bank) Directions, 1998, the Directors state that the Company had neither accepted nor held public deposits as defined
in Paragraph 2(xii) of the said Directions during the financial year ended March 31, 2010.
The Company is debt free.
3
TIFCO Holdings Limited
4
Subsidiaries Accounts 2009-2010
Auditor's Report
To the Members of TIFCO Holdings Limited
We have audited the attached Balance Sheet of TIFCO Holdings Limited having its Registered Office at
Mandlik House, Mandlik Road, Mumbai 400 001 with Registration Number U65910MH1977PLC019873 as at
31st March, 2010 and also the Profit ane Loss Account of the Company for the year ended on that date, annexed thereto.
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles use and significant estimates
made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
1. As required under paragraph 3 of the Companies (Auditor's Report) Order, 2003 issued by the Central Government
in exercise of power conferred by Sec. 227(4A) of the Companies Act, 1956 as amended by the Companies
(Auditor's Report) (Amendment) Order, 2004, we give in the Annexure, a statement on matters specified in
paragraphs 4 and 5 of the said order to the extent applicable to the Company.
2. As required by the "Non-Banking Financial Companies Auditor's Report (Reserve Bank) Directions, 2008", we
have submitted a report to the Board of Directors of the Company containing a statement on the matters specified
in those directions.
3. Further to our comments in the Annexure referred to in paragraph (1) above:
(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purpose of our audit;
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as
appears from our examination of those books;
(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books
of account;
(d) In our opinion, the Balance Sheet and Profit and Loss Account together with Notes thereon and attached
thereto, comply with Accounting Standards referred to in Sec. 211(3C) of the Companies Act, 1956;
(e) On the basis of the written representations received from the Directors, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed
as a director in terms of Section 274(1)(g) of the Companies Act 1956;
(f) In our opinion and to the best of our information and according to the explanations given to us, the said
accounts give the information required by the Companies Act, 1956, in the manner so required and give a
true and fair view in conformity with the accounting principles generally accepted in India;
(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;
(ii) In the case of the Profit and Loss Account, of the Profit for the year ended on that date;
(iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.
For Patel and Deodhar
Chartered Accountants
Firm Registration No. 107644 W
Deepa M. Bhide
Partner Membership No. 49616
Mumbai, 28th April, 2010
5
TIFCO Holdings Limited
Deepa M. Bhide
Partner Membership No. 49616
Mumbai, 28th April, 2010
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Subsidiaries Accounts 2009-2010
7
TIFCO Holdings Limited
Profit and Loss Account for the year ended 31 March, 2010
Current Year Previous Year
Schedule Rs. in '000 Rs. in '000
INCOME
Dividend on Shares / Units 74,064 130,365
Interest on loans and deposits 39,774 42,127
[Tax deducted Rs. 48.57 lakhs (Previous year Rs. 95.38 lakhs)]
Interest on tax refunds - 103
Profit / (Loss) on sale of Investments (net) - (15)
Rent and related income 3,318 3,175
Other Income and write backs (net) G - 17
117,156 175,772
EXPENDITURE
Establishment and Other Expenses H 788 848
Interest on Fixed Loans - -
Depreciation / Amortization 240 240
1,028 1,088
PROFIT BEFORE TAX 116,128 174,684
Less: Provision for Tax 7,500 5,150
[Net of MAT credit considered Rs 69.20 lakhs
(Previous Year Rs 21.83 lakhs)]
PROFIT AFTER TAX 108,628 169,534
Tax adjustments relating to the company and its
amalgamated erstwhile subsidiaries for earlier years 46 325
Balance profit brought forward from previous year 656,810 520,951
APPROPRIATIONS:
Reserve Fund 22,000 34,000
Balance profit carried forward 743,484 656,810
765,484 690,810
Earnings per share - basic and diluted (Rupees) 1.34 2.09
NOTES TO THE ACCOUNTS I
8
Subsidiaries Accounts 2009-2010
9
TIFCO Holdings Limited
10
Subsidiaries Accounts 2009-2010
(See Note 2
below)
Notes:
1 Figures in bold type relate to the current year.
2 Mutation of the title to the building in favour of the Company is pending.
11
TIFCO Holdings Limited
12
Subsidiaries Accounts 2009-2010
13
TIFCO Holdings Limited
Current
Schedule 'F' : Current Liabilities and Provisions Previous Year
Year
Rs. in '000 Rs. in '000
Current Liabilities
Sundry Creditors 333 463
[Due to micro, small and medium enterprises - Nil (Previous year - Nil)]
Provisions
For Taxation 69,598 62,849
69,931 63,312
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Subsidiaries Accounts 2009-2010
Schedules forming part of the Profit and Loss Account for the year ended 31 March, 2010
Schedule 'G' : Other Income and write backs Current Year Previous Year
Rs. in '000 Rs. in '000
Provision for diminution in value of investments written back (net)
since no longer required (net of investments written off) - 17
- 17
Schedule 'H' : Establishment and other Expenses Current Year Previous Year
Rs. in '000 Rs. in '000
Auditors' Remuneration
Audit Fees 138 110
Tax Audit Fees 39 17
Other Services 22 49
Out-of-pocket Expenses 5 4
204 180
Professional Fees and Charges 215 275
Rates and Taxes 315 340
Lease Rent 25 10
Other Expenses 29 43
788 848
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TIFCO Holdings Limited
Schedules forming part of the Balance Sheet as at 31 March, 2010 and the Profit
and Loss Account for the period ended on that date
Schedule 'I' : Notes to the Accounts
1. Significant Accounting Policies
a. Accounting Convention
The accompanying financial statements have been prepared in accordance with the historical cost
convention. Accounting Standards notified vide the Companies (Accounting Standards) Rules, 2006 and
the Directions issued by the Reserve Bank of India as applicable to Non-Banking Financial Companies
have been complied with.
b. Recognition of Income and Expenditure
All income and expenditure is accounted on accrual basis.
c. Investments
Investments are stated at cost inclusive of expenses relating to acquisition. Provision for diminution in
the value of long-term investments is made to the extent that such decline, in the opinion of the Board
of Directors, is considered to be other than temporary taking into account relevant factors affecting the
investment.
Profit / (loss) on sale of investments is determined with reference to the average cost of the investments on
the date of sale.
d. Leasehold Land and Amortization
Leasehold Land is valued at cost less amortization. The cost is proportionately amortized over the period
of the lease in case of new leases whereas the cost is proportionately amortized over the balance period of
the lease in other cases.
e. Other Fixed Assets and Depreciation
Fixed assets other than leasehold land are valued at cost less depreciation. Depreciation is provided under
the straight line method at the rates and in the manner specified in Schedule XIV to the Companies Act,
1956.
f. Preliminary and Share Issue Expenses
Preliminary and Share Issue Expenses are written off in the year in which they are incurred.
g. Accounting for taxes on income
Deferred tax liabilities are recognized for all timing differences. However, deferred tax assets are recognized
considering prudence, materiality and virtual certainty of realization.
Credit for Minimum Alternate Tax paid is recognized as an asset only when and to the extent there is
convincing evidence that the Company will pay normal income tax during the period such credit is available.
2. The Company does not engage in any trading activity. Accordingly, additional information pursuant to Part II of
Schedule VI, Clauses 3(i)(a), 3(ii)(b) and 4D are not applicable.
3. Contingent Liabilities:
a. No provision has been made for the premium and penalty, if any, payable to the lessor for the transfer
of leasehold rights in a building in the name of the Company as the quantum thereof has not yet been
determined by the said lessor. The amount when quantified, admitted and paid by the Company is expected
to be capitalized.
b. Claims against the Company not acknowledged as debts – Rs 104.30 lakhs (Previous Year Rs 104.30
lakhs).
4. The Company has given an undertaking to a lender of Taj Air Limited (TAL) not to transfer, assign, dispose of
or encumber its holding in the shares of TAL without the said lender’s prior written approval except for changes
in the shareholding of TAL between specified entities.
5. Figures for the previous year have been re-grouped wherever necessary to conform to current year’s presentation.
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Subsidiaries Accounts 2009-2010
Schedules forming part of the Balance Sheet as at 31 March, 2010 and the Profit
and Loss Account for the year ended on that date
Schedule 'I' : Notes to the Accounts (contd.)
6. Related party disclosures:
(a) Related parties and their relationship
Holding Company Subsidiaries
The Indian Hotels Company Limited Nil
Fellow Subsidiaries Associates / Other Related parties
Apex Hotel Management Services (Pte) Limited Benares Hotels Limited
Chieftain Corporation NV Piem Hotels Limited
IHMS (Australia) Pty Limited Taida Trading and Industries Limited
IHOCO BV Taj Air Limited
Innovative Foods Limited Taj Enterprises Limited
International Hotel Management Services Inc.
KTC Hotels Limited
Residency Food and Beverages Limited For the purpose of this disclosure, an associate or other
Roots Corporation Limited related party is a company, not being a subsidiary, in
Samsara Properties Limited which the Company's interest is not less than 20% of
St. James Court Hotel Limited the equity share capital or equity voting rights of such
Taj International Hotels (H.K.) Limited investee company and in which the Company has a
Taj International Hotels Limited significant influence.
Taj SATS Air Catering Limited
United Hotels Limited
Key Management Personnel
The Company is managed by the Board of Directors.
(b) Transactions with related parties :
Rs. in '000
Particulars of transactions Holding Company Fellow Subsidiaries Associates / Others
Transaction Outstanding Transaction Outstanding Transaction Outstanding
amount amount amount amount amount amount
Current Year
ICDs placed - - 151,200 210,200 - 180,000
Interest received on ICDs placed - - 18,679 7,436 18,735 7,661
Rent received 3,240 - - - - -
Previous Year
ICDs placed 18,500 - 369,500 162,000 20,000 180,000
Interest received on ICDs placed 6,015 - 14,029 1,107 18,995 4,093
Interest received on Share - - 395 -
Application
Rent received 3,060 - - - - -
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TIFCO Holdings Limited
Disclosures
In terms of Paragraph 10(5) of the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential
Norms (Reserve Bank) Directions, 2007
1. Capital to Risk Assets Ratio (CRAR)
Liabilities
Borrowings from banks - - - - - - - - -
Market Borrowings - - - - - - - - -
Assets
Advances - - - - - - - - -
Investments - - - - - - - 1,371,116 1,371,116
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Subsidiaries Accounts 2009-2010
19
TIFCO Holdings Limited
20
Subsidiaries Accounts 2009-2010
7 Investor group-wise classification of all investments (current and long term) in shares and securities (both
quoted and unquoted):
Category Market Value/Breakup Book Value
or Fair Value or NAV (Net of Provn)
21
Innovative
TIFCO Foods Limited
Holdings Limited
I Registration Details
Registration Number U65910MH1977PLC019873 State Code 11
Balance Sheet Date 31 March, 2010
Sources of Funds
Paid-up Capital 815,000 Reserves & Surplus 1,011,484
Secured Loans Nil Unsecured Loans Nil
Application of Funds
Net Fixed Assets 10,293 Investments 1,371,116
Net Current Assets 445,075 Miscellaneous Expenditure Nil
Accumulated Losses Nil
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Subsidiaries Accounts 2009-2010
BOARD OF DIRECTORS:
Mr. P. K. Mohankumar
Mr. Niyant Maru
Mr. R. H. Parekh
Registered Office:
Taj Residency
Shanmugam Road
Marine Drive
Emakulam
Cochin 682011
Kerala
Bankers:
Syndicate Bank
Indian Overseas Bank
Auditors :
M/s Varma & Varma
Chartered Accountants
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KTC Hotels Limited
DIRECTORS’ REPORT
TO THE MEMBERS,
The Directors hereby present the Twenty Fifth Annual Report together with the Audited Profit and Loss Account for
the Year ended March 31, 2010 and the Balance Sheet as on that date:
I FINANCIAL RESULTS
Rupees in Lakhs
Add: Balance brought forward from the Previous year 190.27 147.73
II OPERATING RESULTS
During the year under review, the Company witnessed a turnover of Rs. 57.52 lakhs compared to Rs. 54.19
lakhs in the previous year showing an overall increase of Rs. 3.33 lakhs. During the said year the Company has
registered a profit after tax of Rs. 38.86 lakhs as against a profit of Rs. 42.54 lakhs in the previous year.
III DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company,
your Director Dr T. K. Jayarajan retires by rotation but is not eligible for re-appointment.
IV AUDITORS
At the Annual General Meeting of the Company the Members are requested to re-appoint M/s Varma and Varma
as the Statutory Auditors of the Company and fix their remuneration for the current financial year.
V EMPLOYEES
The Company has no employee falling within the purview of the provisions of Section 217(2A) of the Companies
Act, 1956, read in consonance with the Companies (Particulars of Employees) Rules, 1975.
VI ENERGY CONSERVATION, TECHNOLOGY TRANSFER AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
The requirement under section 217(i)(e) of the Companies Act, 1956 regarding energy conservation, technology
transfer and foreign exchange earnings and outgo are not applicable as the income is mainly through license
fees.
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Subsidiaries Accounts 2009-2010
Regd Office:
Taj Residency, Marine Drive,
Ernakulam,
Kochi 682 011
25
KTC Hotels Limited
Compliance Certificate
To,
The Members,
KTC Hotels Limited
I have examined the registers, records, books and papers of M/s. KTC Hotels Limited as required to be maintained
under the Companies Act, 1956, and the rules made thereunder and also the provisions contained in the Memorandum
and Articles of Association of the Company for the financial year ended on March 31, 2010. In my opinion and to the
best of the information and according to the examinations carried out by me and explanations furnished to me by the
Company, its officers and agents, I certify that in respect of the aforesaid financial year:
1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per the
provisions and the rules made thereunder and all entries therein have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate, with the Registrar
of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time
prescribed under the Act and the rules made thereunder.
3. The Company is a Public Limited Company and has the minimum prescribed paid-up capital.
4. The Board of Directors duly met on the dates mentioned in Annexure 'C' to this Certificate, in respect of which
meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes
maintained for the purpose.
5. The Company has not closed its Register of Members and/or Debenture holders during the financial year.
6. The Annual General Meeting for the financial year ended on March 31, 2009 was held on September 18, 2009
after giving due notice to the Members of the Company, and the resolutions passed thereat were duly recorded in
Minutes maintained for the purpose.
7. No Extra-ordinary General Meeting was held during the financial year.
8. The Company has not advanced any loan to its directors or persons or firms or companies referred to under
Section 295 of the Act.
9. According to the information given to us, the Company has not entered into any contracts falling within the
purview of Section 297 of the Act.
10. The Company has maintained the Register of Contracts covered under Section 301 of the Act.
11. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained
any approvals from the Board of Directors, Members or Central Government.
12. No duplicate share certificates were issued during the year under report.
13. There were no transfer of shares during the year and no dividend was declared during the year under report.
Further, the Company has no unpaid dividend account as no dividend had been declared by the Company.
14. The Board of Directors of the Company is duly constituted. There was appointment of Director in the casual
vacancy which was subsequently confirmed in the General Meeting held on September 18, 2009.
15. The Company has not appointed any Managing Director / Whole-time Director / Manager during the financial
year.
16. The Company has not appointed any sole-selling agent.
17. The Company was not required to obtain any approvals from the Central Government, Company Law Board,
Regional Director, Registrar and/or such authorities as per the provisions of the Act during the financial year.
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Subsidiaries Accounts 2009-2010
18. The Directors have disclosed their interest in other firms/companies pursuant to the provisions of the Act and the
rules made thereunder.
19. The Company has not issued any shares/debentures, during the financial year.
20. The Company has not bought back any shares during the financial year.
21. There was no redemption of preference shares or debentures during the financial year.
22. There was no transaction necessitating the Company to keep in abeyance rights to dividend, rights shares and
bonus shares pending registration of transfer of shares.
23. The Company has not accepted any deposits from the public including any unsecured loans falling within the
purview of Section 58A during the financial year.
24. The amounts borrowed by the Company during the financial year are within the borrowing limits of the
Company.
25. The Company had granted an unsecured loan amounting to Rs. 41 lakhs to one Company covered in the register
maintained u/s 301 and the year end balance of the said loan was Nil since the same has been repaid during the
financial year.
26. The Company has not altered the provisions of the memorandum with respect to situation of the Company’s
Registered Office from one state to another during the year under scrutiny.
27. The Company has not altered the provisions of the memorandum with respect to the objects of the Company
during the year under scrutiny.
28. The Company has not altered the provisions of the memorandum with respect to name of the Company during
the year under scrutiny.
29. The Company has not altered the provisions of the memorandum with respect to share capital of the Company
during the financial year under scrutiny.
30. The Company has not altered its Articles of Association during the financial year.
31. No Prosecution was initiated against or show cause notices received by the Company for offences under the Act
and also no fines or penalties or any other punishment imposed on the Company.
32. From books and records made available, the Company has not received any security from its employees during
the year.
33. As per the registers maintained, the Company has neither constituted any Fund nor created any Trust under
Section 418 of the Companies Act, 1956.
27
KTC Hotels Limited
Annexure A
Registers maintained by the Company
1. Register of Members u/s 150
2. Minutes Book of Board Meetings & General Meetings u/s 193
3. Register of Contracts u/s 301
4. Register of Directors u/s 303
5. Register of Director’s Shareholding u/s 307
Annexure B
Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government
or other authorities during the financial year ending on 31st March, 2010.
1. Form 20B Filed u/s 159 for Annual Return.
2. Form 23AC and Form 23ACA filed u/s 220 for Annual Accounts.
3. Form No. 66 being Compliance Certificate under Rule 3 of the Companies (Compliance Certificate) Rules,
2001.
4. Form 32 for resignation / change in designation of Director(s).
Annexure C
Meetings of Board of Directors during the financial year 2009-2010
1) May 22, 2009
2) July 14, 2009
3) December 31, 2009
4) March 3, 2010
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Subsidiaries Accounts 2009-2010
Auditors Report
The Members
KTC Hotels Limited,
Calicut.
We have audited the attached Balance Sheet of KTC HOTELS LIMITED as at 31st March 2010, the Profit and Loss
Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management as well as evaluating the overall financial statements presentation. We believe that our audit
provides a reasonable basis for our opinion.
1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in
terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters
specified in Para 4 & 5 of the said Order;
2. Further to our comments in the Annexure referred to above, we report that:
i) We have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purposes of our audit.
ii) In our opinion, proper books of account as required by law have been kept by the Company, so far as
appears from our examination of those books.
iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in
agreement with the books of account.
iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by this report
comply with the mandatory Accounting Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956.
v) On the basis of written representation received from directors of the Company as at 31st March, 2010 and
taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st
March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of
the Companies Act, 1956.
vi) In our opinion and to the best of our information and according to the explanations given to us, the said
accounts, read together with the accounting policies and other notes attached thereto, give the information
required by the Companies Act, 1956, in the manner so required and give a true and fair view in conformity
with the accounting principles generally accepted in India:
a) in the case of Balance Sheet, of the state of affairs of the Company as at 31st March 2010;
b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
c) in the case of Cash Flow Statement of the cash flows for the year ended on that date.
For VARMA & VARMA
Chartered Accountants
FRN: 4532S
S. Raghunandan
Place : Calicut Partner
Date : 27.04.2010 Membership No.: 23592
29
KTC Hotels Limited
1. (a) The Company has maintained proper records showing full particulars including quantitative details and
situation of most of its fixed assets.
(b) We are informed that major items of the fixed assets have been physically verified by the management at
the end of the year, which in our opinion is reasonable having regard to the size of the Company and the
nature of its assets and that no material discrepancies have been noticed on such verification.
(c) The Company has not disposed off any of its fixed assets during the year.
2. The Company does not have any inventory and as such clauses 'a' to 'c' of paragraph 4(ii) of the order are not
applicable.
3. (a) During the year, the Company has granted unsecured loan to one Company covered in the register maintained
u/s 301. The maximum amount involved during the year was Rs. 41 Lakhs and the year end balance of loan
granted to such party was Nil. The opening balance of another loan of Rs. 41 lakhs to the holding Company
has been repaid during the year.
(b) In our opinion, the terms and conditions on which the above loans were given is not prima facie prejudicial
to the interests of the Company.
(c) There is no stipulation regarding the repayment of the principal. The interest payments have been regular.
(d) In respect of the loan given by the Company, the same was repayable on demand and therefore the question
of overdue amount does not arise.
(e) The Company had accepted an unsecured loan from its holding Company which is Company covered in the
register maintained under Section 301. The maximum amount involved is the opening balance of Rs. 350
lakhs which is outstanding at the end of the financial year.
(f) In our opinion, the terms and conditions on which the above loan was taken is not prima facie prejudicial
to the interests of the Company.
(g) There is no stipulation regarding the repayment of the principal / interest.
4. In our opinion and according to the information and explanations given to us, there are adequate internal control
procedures commensurate with the size of the Company and nature of its business for the purchase and sale of
fixed assets. There is neither purchase nor sales of goods as such.
5. (a) As per the information and explanations given to us the Company has not entered into any transactions,
the particulars of which need to be entered in the register maintained in pursuance of Section 301 of the
Companies Act, 1956, and as such clause 5 (b) of the Order is not applicable to the Company.
6. In our opinion and according to the information and explanation given to us the Company has not accepted any
deposits from the public during the year and hence the directives issued by the Reserve Bank of India and the
provisions of Section 58A and 58AA or any other relevant provision of the Companies Act, 1956, and the Rules
framed there under are not applicable.
7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its
business.
8. As per the information and explanations given to us, the Central Government has not prescribed maintenance of
cost records under section 209(1) (d) of the Companies Act, 1956, are not applicable to the Company.
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Subsidiaries Accounts 2009-2010
9. (a) As per the information and explanations furnished to us, and according to our examination of records
of the Company, the Company has been regular in depositing undisputed statutory dues on account of
Provident Fund, Employees State Insurance, Income tax, Wealth Tax, Service Tax and Sales Tax dues with
the appropriate authorities during the year. There are no amounts to be deposited towards Investor Education
and Protection Fund, Customs duty, Excise duty and Cess dues. There are no arrears of undisputed statutory
dues outstanding as on 31-03-2010 for a period of more than six months from the date on which they
became payable.
(b) According to the information and explanations given to us and the records of the Company examined by us,
there are no disputed amounts of tax that have to be deposited with the authorities as at 31st March 2010.
10. The Company does not have any accumulated loss at the end of the financial year and has not incurred cash losses
in the financial year and in the immediately preceding financial year.
11. According to the information and explanations given to us and the records of the Company examined by us, the
Company has not availed any loans from financial institutions and banks.
12. The Company has not given any loans or advances in the nature of loans on the basis of security by way of pledge
of shares, debentures and other securities.
13. The Company is not a Chit fund/Nidhi/Mutual benefit Company and hence Paragraph 4 (xiii) of the Order is not
applicable.
14. The Company is not dealing or trading in shares, securities, debentures or other investments.
15. According to the information and explanations given to us and the records of the Company examined by us, the
Company has not given any guarantee for loans taken by others from banks or financial institutions.
16. According to the information and explanations given to us and the record of the Company examined by us,
Company has not availed any loans short term or long term during the year.
17. According to the information and explanations given to us and the records of the Company examined by us,
Company has not raised funds on short term basis during the year and therefore the reporting requirement of
clause 4(xvii) is not applicable.
18. According to the information and explanations given to us and the records of the Company examined by us
during the year, the Company has not made any allotment of shares pursuant to Section 81(1A) of the Companies
Act, 1956, to parties covered in the Register maintained under Section 301 of the Companies Act, 1956.
19. The Company has not issued any debentures during the year and hence clause 4(xix) is not applicable.
20. The Company has not raised any money through a public issue during the year.
21. According to the information and explanations given to us, no fraud either on or by the Company has been
noticed during the year.
For VARMA & VARMA
Chartered Accountants
FRN: 4532S
S. Raghunandan
Place : Calicut Partner
Date : 27.04.2010 Membership No. 23592
31
KTC Hotels Limited
Notes to Accounts J
(Schedule `A' to `F' and Notes in Schedule `J' form part of this Balance Sheet)
Calicut
Date: 27 April, 2010
32
Subsidiaries Accounts 2009-2010
Profit and Loss Account for the year ended 31st March, 2010
(Schedule `G' to `I' and Notes in Schedule `J' form part of this Profit & Loss Account)
Calicut
Date: 27 April, 2010
33
KTC Hotels Limited
Cash Flow Statement Annexed to the Balance Sheet for the period from
1st April, 2009 to March, 2010
31.03.'10 31.03.'09
A. Cash flow from Operating Activities:
Net Profit/(Loss) before tax 5,008,045 4,680,316
Adjustments for:
Interest Income
Current year Depreciation 651,535 652,844
Operating Profit before Working Capital changes 5,659,580 5,333,160
Adjustments for:
Other Current Assets 919,615 (3,556,494)
Advances (4,100,000)
Trade payables (804,885) (1,086,797.00)
114,730 (8,743,291)
Cash Generated from Operations 5,774,310 (3,410,131)
Net Cash Flow from Operating Activities 5,774,310 (3,410,131)
B. Cash Flow from Investment Activities:
Purchase of Fixed Assets (Including Capital WIP)
Net Cash Flow from Investing activities
C. Cash Flow from Financing Activities:
Proceeds from Borrowings
Interest received
Net Cash Flow from Financing Activities 5,774,310 (3,410,131)
D. Net Increase /(Decrease) in Cash and Cash Equivalents:
Opening Balance as at 01.04.2009 (01.04.2008) 247,790 3,657,921
Closing Balance as at 31.03.2010 (31.03.2009) 6,022,100 247,790
Calicut
Date: 27 April, 2010
34
Subsidiaries Accounts 2009-2010
35
KTC Hotels Limited
36
Subsidiaries Accounts 2009-2010
1. General Expenses
(a) Rates & Taxes 25,156 16,854
(b) Other expenses 4,951 8,376
(c) Auditors remuneration
i. As Auditors 30,333 30,333
ii. For Taxation Matters 21,030 19,854
iii. Out of Pocket Expenses 11,030 11,030
92,500 86,447
37
KTC Hotels Limited
4. i) Deferred Tax Liability (Net) as on 31st March, 2010 comprise the following:
Rs in Lakhs
Timing difference on account of : 2009-10 2008-09
Deferred Tax Liability in excess of Net Value over IT Written Rs. 79.97 Rs. 80.06
Down Value on Fixed Assets
Deferred Tax Assets- unabsorbed depreciation allowance carried Nil Nil
forward
Net Deferred Tax Liability Rs.79.97 Rs. 80.06
5. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding as at 31-03-
2010. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development
Act, 2006 has been determined to the extent such parties have been identified on the basis of information available
with the company. This has been relied upon by the auditors.
38
Subsidiaries Accounts 2009-2010
Notes to the Balance Sheet and Profit and Loss Account (Contd.)
6. This statement does not contain disclosures under Part II of Schedule VI of the Companies Act 1956, since there
is no additional information.
7. The figures of the previous years have been regrouped wherever found necessary in order to conform to current
year’s classification.
8. Figures have been rounded off to the nearest rupee.
Calicut
Date: 27 April, 2010
39
KTC Hotels Limited
PART IV
BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
I Registration Details
Registration No: 4105 State Code 09
Balance Sheet Date : 31/03/2010
II Capital Raised During The Year (Rs. in Thousands)
Public Issue NIL Rights Issue NIL
Bonus Issue NIL Private Placement NIL
III Position of Mobilisation and Employment of Funds
(Amount in Rs. in Thousands)
Total Liabilities 71,951 Total Assets 71,951
Sources of Funds
Paid-Up-Capital 6,040 Reserves & Surplus 22,913
Secured Loans NIL Unsecured Loans 35,000
Deferred Tax Liability 7998
Application of Funds
Net Fixed Assets 35,750 Investments NIL
Net Current Assets 36,201 Misc. Expenditure NIL
Accumulated Losses NIL
IV Performance of The Company (Amount in Rs, in Thousands)
Turnover 5,752 Total Expenditure 744
Profit/Loss Before Tax 5,008 Profit/Loss After Tax 3,886
Earnings Per Share in Rs. 6.43 Dividend NIL
V Generic Names Of Three Principal Products/Services Of Company (As Per Monetary Terms)
Item Code No.
(ITC Code)
Products
Description: Service (Hotelering & Catering)
Item Code No.
(ITC Code)
Products
Description:
Item Code No.
(ITC Code)
Products
Description:
(Signatures for Schedule 'A ' to 'J')
For and on Behalf of Board
Directors
Mumbai
Date:
40
Subsidiaries Accounts 2009-2010
Board of Directors
Raymond N. Bickson Chairman
Rajinder Kumar Working Director
Virinder Kumar Working Director
Narinder Kumar Working Director
Abhijit Mukerji Director
D. K. Beri Director
Veer Vijay Singh Director
Company Secretary
Saloni Baweja
Auditors
M/s. R. K. J. K. Khanna & Co.
Chartered Accountants
Bankers
Central Bank of India
Hongkong & Shanghai Banking Corporation
Standard Chartered Bank
HDFC Bank
Registered Office
The Ambassador Hotel
Sujan Singh Park
New Delhi – 110 003
41
United Hotels Limited
DIRECTORS’ REPORT
The Directors hereby present the Annual Report of the Company together with the audited Statements of Account for
the year ended 31st March, 2010.
(in Rs.)
Financial Results Current Year Previous Year
2009-10 2008-09
Total Income 32,94,63,310 36,15,73,918
Total Expenditure 19,69,78,686 19,29,35,783
Profit before Interest & Depreciation 13,24,84,624 16,86,38,135
OPERATIONS
The impact of the global economic slow down continued to adversely impact the business during the first half of the
financial year. However, with the economy showing the signs of recovery in the second half, there was an improvement
42
Subsidiaries Accounts 2009-2010
in business during the second half of the financial year. The Directors hope that with the revival of the economy and
the upcoming Commonwealth Games to be held in Delhi the Company would improve its performance in the current
financial year.
DIVIDEND
In view of the performance of the Company, your Directors are pleased to recommend the payment of a dividend
@ 80% on 84,00,000 Equity Shares of Rs.10/- each amounting to Rs. 672.00 lacs.
DIRECTORS
In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. D K
Beri, Mr. Virinder Kumar and Mr. Rajinder Kumar Directors of the Company, are liable to retire by rotation and are
eligible for re-appointment.
AUDIT COMMITTEE
Mr. Raymond N Bickson, Mr. Rajinder Kumar, Mr. Abhijit Mukerji and Mr. Veer Vijay Singh are the members of the
Audit Committee.
AUDITORS
M/s. R K J K Khanna & Co., Chartered Accountants, retire and are eligible for re-appointment.
43
United Hotels Limited
ACKNOWLEDGMENT
The Directors record their grateful appreciation of the devoted services rendered by all the employees, which made
possible the results achieved by the Company.
On behalf of the Board of Directors
44
Subsidiaries Accounts 2009-2010
AUDITOR'S REPORT
To the Members of United Hotels Limited
1. We have audited the attached Balance Sheet of United Hotels Limited, New Delhi as at 31st March 2010 and
the related Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto
which we have signed under reference to this report. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these financial statements based on our
audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatements. An audit includes examining on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by the management as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report)
(Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section
227 of the Companies Act 1956, and on the basis of such checks of the books the records of the company as
we considered appropriate and according to the information and explanations given to us, we enclose in the
Annexure a statement on the matters specified in the paragraphs 4 & 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:
(a) We have obtained all the information and explanations which to the best our knowledge and belief were
necessary for the purposes of our audit.
(b) In our opinion proper books of account as required by the law have been kept by the Company, so far as
appears from our examination of these books.
(c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in
agreement with the books of account.
(d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement comply with the
Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.
(e) On the basis of written representations received and taken on record by Board of Directors, we report that
none of the directors is disqualified as on 31st March 2010, from being appointed as a director in terms of
clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.
(f) In our opinion and to the best of our information and according to the explanations given to us, the said
accounts read with the notes thereon give the information required by the Companies Act, 1956, in the
manner so required and give a true and fair view.
i) In the case of the Balance Sheet, of the state of the affairs of the Company for the year ended 31st
March, 2010;
ii) In the case of Profit & Loss Account, of the profit of the Company for the year ended on that date;
and
iii) In the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that
date.
For R.K.J.K. Khanna & Co.,
Chartered Accountants
Vipin Bali
Partner
Place : New Delhi M.No. 083436
Date : 12 May 2010 F.R.N. 000033N
45
United Hotels Limited
1. a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of the fixed assets.
b) As certified by the management, physical verification of the fixed assets was undertaken during the year
and no material discrepancies were noticed on such verification.
c) The Company during the year has not disposed off substantial part of the fixed assets, affecting its going
concern status.
2. a) As certified by the management, physical verification has been conducted during the period at reasonable
intervals in respect of stores of provisions and spare parts.
b) In our opinion and according to the informations and explanations given to us, the procedures of physical
verification of stocks followed by the management are reasonable and adequate in relation to size of the
Company and nature of business.
c) The Company is maintaining proper records of inventories and as per information and according to
explanations given to us, discrepancies noticed on physical verification of stocks as compared to book
records were not material and the same have been properly dealt with in books of account.
3. a) The Company has granted unsecured loans to companies covered in the register maintained u/s 301 of the
Act aggregating Rs. 1210 lakh to four parties during the year. At the year end, the outstanding balances of
such loans granted aggregated Rs. 710 lakh (number of parties - three) and the maximum amount involved
during the year was Rs. 710 lakh (number of parties - three). As per the information and explanations given
to us and the records examined, in our opinion, the rate of interest and other terms and conditions of such
loans are, prima facie, not prejudicial to the interests of the Company. The receipts of principal amounts
and interest have been regular as per stipulations.
b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered
in the register maintained u/s 301 of the Act.
4. In our opinion and according to the information and explanations given to us, there are adequate internal control
procedures commensurate with the size of the company and the nature of its business for purchase of inventories,
fixed assets and for sale of goods and services. Further, on the basis of our examination of the books and records
of the Company and according to the information and explanations given to us, we have neither come across
nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control
system.
5. a) According to information & explanations given to us and as per records produced before us, the transactions
required to be entered into a register in pursuance of Section 301 of the Act, have been so entered.
b) According to information and explanations given to us, the transactions of purchase / sale of goods, material
and services in pursuance of contracts with parties covered in register under section 301 of the Companies
Act, 1956, have been made at prices which are reasonable having regards to prevailing price at the relevant
time.
6. According the information and explanations given to us, the Company has not accepted any deposit from the
public during the year under consideration.
7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.
46
Subsidiaries Accounts 2009-2010
8. The Company is not required to maintain cost records under section 209(1)(d) of the Companies Act, 1956.
9. a) According to information and explanations given to us and as per records produced before us for verification,
the Company is regular in depositing statutory dues including provident fund, employees' state insurance,
salex tax, income tax, service tax, wealth tax, custom duty and any other statutory dues. As per information
and explanations given to us, no undisputed statutory dues are outstanding as at 31 March 2010, for a
period exceeding six months from the date they became payable.
b) As per information and explanations furnished to us and on verification of records produced before us, we
report that the company has no pending demands against it in respect of disputed statutory liabilities, except
in case of Income Tax matters, details are given below:
10. The Company has been consistently making profit hence clause (x) of paragraph 4 is not applicable to the
Company.
11. In our opinion and on verification of records we report that the Company has not taken any loan from a financial
institution or bank and has not issued any debentures.
12. In our opinion and according to explanations given to us and as per verification of records furnished to us, the
Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures
and other securities.
13. In our opinion the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies
are not applicable to the Company.
14. The Company is not dealing or trading in shares, securities, debentures and other investments.
15. As per information and explanations given to us, the Company has not given any guarantee for loans taken by
others from banks / financial institutions during the year.
16. The Company has not taken any term loan during the year.
17. In our opinion and according to the explanations given to us, the Company during the period under consideration
has not raised any funds on short term basis.
47
United Hotels Limited
18. The Company has not made by preferential allotment of shares to parties covered under section 301 of the
Companies Act, 1956.
19. The Company during the year has not issued any debentures.
20. The Company during the year has not raised any money by issue of shares.
21. During the year the Company received an anonymous reference for some irregularity in execution of an electrical
contract, which, prima-facie, appeared to be worth examining further and was sought to be inquired into by the
management. Based on a preliminary report, the management was of the view that the financial impact of the
irregularly was not likely to be material, having been prima-facie worked out at Rs. 5.87 lakhs.
Vipin Bali
Partner
Place : New Delhi M.No. 083436
Date : 12 May 2010 F.R.N. 000033N
48
Subsidiaries Accounts 2009-2010
As per our report of even date attached For and on behalf of the Board
49
United Hotels Limited
Profit and Loss Account for the Year ended 31st March, 2010
Amount (Rs.)
Schedule As at March As at March
No. 31, 2010 31, 2009
INCOME
1. Rooms, Restaurants, Banquets 7 318,434,262 349,121,230
2. Other Income 8 11,029,048 12,452,688
329,463,310 361,573,918
OPERATING AND GENERAL EXPENSES 9
1. Food and Beverages Consumed 22,184,090 20,615,855
2. Employee Cost 57,328,688 57,085,484
3. Operating Expenses 35,936,327 39,951,892
4. Administration and General Expenses 81,529,581 75,282,552
196,978,686 192,935,783
5. PROFIT BEFORE DEPRECIATION, INTEREST AND TAX 132,484,624 168,638,135
6. Depreciation / Amortisation 15,457,100 14,067,834
PROFIT FOR THE YEAR BEFORE EXCEPTIONAL ITEMS AND TAX 117,027,524 154,570,301
7. Provision for Diminition in Value of Investment - -
PROFIT BEFORE TAX 117,027,524 154,570,301
8. Provision for Taxes
(a) Current Tax 40,000,000 54,100,000
(b) Fringe Benefit Tax - 470,861
(c) Deferred Tax (1,228,888) (209,853)
(d) Wealth Tax 11,886 18,480
(e) Short / (Excess) Provision for tax of earlier years - 58,374
38,782,998 54,437,862
PROFIT AFTER TAX 78,244,526 100,132,439
9. Balance brought forward from Previous Year 53,382,341 42,870,542
10. Transferred from Investment Allowance Utilised Reserve - -
11. Transferred from Foreign Exchange Utilised Reserve - -
12. Amount available for appropriation 131,626,867 143,002,981
13. APPROPRIATIONS :
(a) Interim Dividend - -
(b) Tax on Interim Dividend - -
(c) Proposed Dividend 67,200,000 67,200,000
(d) Tax on Proposed Dividend 11,161,080 11,420,640
(e) Transfer to General Reserve 10,000,000 11,000,000
(f) Balance carried forward 43,265,787 53,382,341
131,626,867 143,002,981
14. Significant Accounting Policies 10
15. Notes to Accounts 11
16. Basic and Diluted Earnings per Share
(Refer Note 17 of Schedule " 11 ")
Schedules 7 to 9 form an integral part of the Profit and Loss Account.
As per our report of even date attached For and on behalf of the Board
50
Subsidiaries Accounts 2009-2010
Note : Cash and cash equivalents include balances in foreign currencies Rs.nil (Previous Year Rs. Nil)
51
United Hotels Limited
Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Schedule 1 : SHARE CAPITAL Amount (Rs.)
As at As at
March 31, 2010 March 31, 2009
AUTHORISED
1,00,00,000 Equity Shares of Rs. 10/- each 100,000,000 100,000,000
(Previous Year 1,00,00,000 Equity shares of Rs. 10/- each)
100,000,000 100,000,000
ISSUED
84,03,750 Fully Paid-Up Equity Shares of Rs. 10/- each
(Previous Year 84,03,750 of Rs.10/- each) 84,037,500 84,037,500
SUBSCRIBED AND PAID UP
84,00,000 Equity Shares of Rs. 10/- each 84,000,000 84,000,000
(Previous Year 84,00,000 Equity shares of Rs.10/- each)
Out of these 83,00,000 Equity Shares (Previous Year 83,00,000
Equity Shares) were issued as fully paid Bonus Shares
Add : Forfeited Shares 5,750 5,750
TOTAL 84,005,750 84,005,750
Note: Out of the above 21,01,680 equity Shares (P.Y. 21,01,680 Equity Shares) are held by Taj Investment and
Finance Co. Limited ( Subsidiary of The Indian Hotels Co. Ltd.) and 25,18,320 equity shares are held by The Indian
Hotels Co. Ltd ( P.Y. 25,18,320 Equity Shares)
2. CAPITAL RESERVE
(a) Balance as per last Account 1,140,845 1,140,845
3. GENERAL RESERVE
(a) Balance as per last Account 68,781,028 57,781,028
Add : Transferred from P&L Account 10,000,000 11,000,000
78,781,028 68,781,028
4. FOREIGN EXCHANGE EARNINGS UTILISED RESERVE
(a) Balance as per last Account 41,393,500 41,393,500
Add : Transfer from Exchange Reserve Account - -
41,393,500 41,393,500
TOTAL 164,581,160 164,697,714
52
Subsidiaries Accounts 2009-2010
Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Schedule 3 : FIXED ASSETS
Amount (Rs.)
Gross Block Depreciation Net Block
Fixed Assets As at Additions Deductions / As at As at Rate For the Deductions / As at As at As at
(At cost) 01.04.2009 Adjustments 31.03.2010 01.04.2009 % Year Adjustments 31.03.2010 31.03.2010 31.03.2009
Plant and Machinery - - - - - - - - - - -
Airconditioning 28,638,841 379,799 866,100 28,152,540 12,947,544 14 2,189,556 791,261 14,345,840 13,806,700 15,691,297
Data Processing 14,585,331 2,216,711 3,120,685 13,681,357 11,069,419 40 1,962,968 3,061,453 9,970,934 3,710,423 3,515,912
Plant and Machinery 76,848,241 8,591,873 6,185,436 79,254,678 52,875,980 28 8,048,784 6,020,200 54,904,565 24,350,113 23,972,261
Solar Water Heater 1,829,757 - - 1,829,757 552,206 28 355,415 - 907,620 922,137 1,277,551
Furniture, Fixtures 17,855,112 3,383,469 217,871 21,020,710 8,961,055 26 2,431,252 217,006 11,175,300 9,845,410 8,894,057
and Office Equipments
Vehicles 5,421,178 - - 5,421,178 3,609,187 26 469,125 - 4,078,311 1,342,867 1,811,991
Total 145,178,460 14,571,852 10,390,092 149,360,220 90,015,391 - 15,457,100 10,089,920 95,382,570 53,977,650 55,163,069
128,145,674 23,742,711 6,709,925 145,178,460 81,114,158 14,067,834 5,166,602 90,015,391 55,163,069 47,031,516
Capital Work in Progress 5,806,809 - 3,262,007 2,544,802 - - - - - 2,544,802 5,806,809
1,677,136 4,253,715 124,042 5,806,809 - - - - - 5,806,809 -
Total Fixed Assets 150,985,269 14,571,852 13,652,099 151,905,022 90,015,391 15,457,100 10,089,920 95,382,570 56,522,452 60,969,878
Note : Figures in Italics are in respect of previous year
53
United Hotels Limited
Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Schedule 4 : INVESTMENTS Amount (Rs.)
As at As at
March 31, 2010 March 31, 2009
Long Term Trade Investments at Cost
1. In Shares of Companies
(a) Quoted Equity Shares
G.L. Hotels Limited 4,500 4,500
900 Equity Shares of Rs. 10/- each fully paid up
( Previous Year 900 Equity Shares)
The Indian Hotels Co. Ltd. 73,950 73,950
50,900 Equity Shares of Rs. 10/- each fully paid up
( Previous Year 50,900 Equity Shares)
78,450 78,450
2. In Partnership firm
(a) Hakman's Hotel (A firm in which Company is a Partner) 21,000 21,000
Sub Total '2' 21,000 21,000
Total 62,599,450 62,599,450
Less : Provision for Diminution in value of Investments -
Total 62,599,450 62,599,450
Notes
1 Aggregate of Quoted Investments Cost 78,450 78,450
The Indian Hotels Co. Ltd. Market Value 5,204,525 2,005,460
2 Aggregate of Un - Quoted Investments Cost 62,500,000 62,500,000
54
Subsidiaries Accounts 2009-2010
Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Schedule 5 : Current Assets, Loans and Advances Amount (Rs.)
As at As at
March 31, 2010 March 31, 2009
A. CURRENT ASSETS
1. Inventories
Stores and Operating Supplies 685,645 584,250
Food & Beverages 2,425,240 2,284,592
[including Goods in Transit Rs. Nil - 3,110,885 2,868,842
(Previous Year Rs.Nil)]
2. Sundry Debtors (Unsecured)
(a) Debts outstanding for a period exceeding over six months
Considered Good 2,519,184 257,450
Considered Doubtful 2,683,415 12,359,608
(b) Other Debts
Considered Good 6,848,738 5,802,788
Considered Doubtful - -
12,051,337 18,419,846
(c) Less : Provision for Doubtful Debts 2,683,415 12,359,608
9,367,922 6,060,238
3. Cash and Bank Balances
(a) Cash on hand 244,114 302,214
(b) Cheques on hand - -
(c) Balances with Scheduled Banks
(i) in Current Accounts 14,647,285 7,958,393
(ii) In Short term Deposit Accounts 54,000,000 150,000,000
68,891,399 158,260,607
B. LOANS AND ADVANCES (Unsecured)
Advances recoverable in cash or in kind or for value to be
1.
received
- Considered Good 23,169,182 24,167,538
2. Deposits with Public Bodies and Others 1,659,880 1,415,256
3. Deposits with companies
-Inter Corporate deposits 96,000,000 -
-On Current Account 1,663,006 3,068,569
(Refer Annexure 2 of Schedule "11")
4. Other Advances 87,974,083 99,224,353
TOTAL 291,836,357 295,065,403
55
United Hotels Limited
Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Schedule 6 : Current Liabilities and Provisions Amount (Rs.)
As at As at
March 31, 2010 March 31, 2009
A. Current Liabilities
1. Sundry Creditors
Includes Rs - 62,27,102 Due to
Directors ( Previous Year Rs. 66,84,898) 32,947,965 22,589,050
2. Other Liabilities 9,444,063 11,318,231
3. Advances from Customers 4,614,366 4,413,294
47,006,394 38,320,575
B. Provisions
1. Leave Encashment 1,934,368 2,120,796
2. Taxes 40,000,000 54,570,861
3. Proposed Dividend 67,200,000 67,200,000
4. Tax on Dividend 11,161,080 11,420,640
TOTAL 167,301,842 173,632,872
(b) ICD's - (TDS of Rs. 2.14 Lac (PY Rs. 2.35 Lac)) 2,137,602 1,036,164
TOTAL 11,029,048 12,452,688
56
Subsidiaries Accounts 2009-2010
Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Schedule 9 : Operating and General Expenses Amount (Rs.)
Amount As at March As at March
(Rs.) 31, 2010 31, 2009
A. Operating Expenses
(1) Food and Beverages Consumed
i) Opening Stock 2,284,591 2,602,698
ii) Add : Purchases 22,324,739 20,297,748
24,609,330 22,900,446
iii) Less: Closing Stock 2,425,240 2,284,591
22,184,090 20,615,855
(2) Payments to and Provisions for Employees / Workmen
i) Salaries, Wages, Bonus, etc. 27,010,061 26,255,906
ii) Payment to Contractors 5,987,290 4,867,223
iii) Company's contribution to Provident & Other
2,273,250 2,378,878
Funds
iv) Gratuity 369,859 45,017
v) Workmen and Staff Welfare Expenses 9,853,325 11,829,286
vi) Reimbursement of Expenses on Personnel deputed to the Company 11,834,903 11,709,175
57,328,688 57,085,485
(3) Other Operating Expenses
i) Linen and Room Supplies 5,089,947 3,004,944
ii) Catering Supplies 2,619,719 2,472,399
iii) Other Supplies 174,516 151,553
iv) Fuel, Power and Light 14,131,992 14,510,347
v) Repairs to Buildings 3,364,648 5,842,496
vi) Repairs to Machinery 5,215,630 8,867,302
vii) Other Repairs 1,351,299 1,050,626
viii) Payments to performing artists 1,018,090 935,200
ix) Linen Washing and Laundry Expenses 2,970,486 3,117,025
35,936,327 39,951,892
B. Administration and Other Expenses
1. Rent 1,568,212 1,408,132
2. Rates and Taxes 4,970,371 5,188,415
3. Insurance 1,126,379 704,956
4. Advertising and Publicity 7,891,888 7,591,666
5. Technical Consultancy and Advisory Service Charges 16,148,278 17,769,198
6. Reservation and Information System Expenses 6,459,313 7,107,680
7. Collecting Agents Commission 3,512,623 3,826,356
8. Travel Agents Commission 2,110,259 2,876,974
9. Loss on Assets Sold / Discarded (Net) 123,952 839,148
10. Foreign Exchange Loss (Net) 330,869 -
11. Printing and Stationary 1,406,540 1,392,068
12. Passage and Travelling 748,359 1,286,766
13. Compensation to SSPL 10,200,000 10,200,000
14. Bad Debts written off 10,178,540
Less: provided in earlier years (10,178,540)
15. Provision for Doubtful Debts 502,347 29,608
16. Commisison to Directors 2,881,204 5,346,171
17. Annual Entitlement Fees 8,541,260 1,005,837
18. Security Charges 3,705,290 955,864
19. Auditor Remuneration 82,500 82,500
Payment for Other Services 16,545 28,090
Tax Audit Fee 17,500 17,500
20. Other Expenses 9,185,892 - 7,625,622
81,529,581 75,282,551
TOTAL 196,978,686 192,935,783
57
United Hotels Limited
Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Schedule 10 : Significant Accounting Policies.
ACCOUNTING POLICIES
The financial statements are prepared under historical cost convention on accrual basis and comply with the Accounting
Standards(AS) notified by the Companies (Accounting Standards) Rules, 2006. Significant accounting policies adopted
in the presentation of the Accounts are as under :
Sales
Sales comprises of sale of rooms, food and beverage and allied services relating to hotel business, including net
income from telecommunication services.
Revenue is recognised on rendering of service.
Employees Benefits
Gratuity & Provident Fund
Staff benefits arising out of retirement /death, comprising contributions to Provident Fund & Gratuity Schemes
are accounted for on the basis of contribution to the schemes, or on the basis of independent acturial valuation as at
the year end, as the case may be.
Privilege Leave
Earned leaves are accounted on the basis of actuarial valuation carried out at the balance sheet date.
Fixed Assets
All fixed assets are valued at cost less depreciation.
Depreciation
Depreciation on fixed assets is provided on the written down value method at the rates prescribed in Schedule XIV of
the Companies Act, 1956. For assets sold during the year, no depreciation is charged.
Inventories
Stock of food and beverages and operating supplies are carried at cost (computed on a weighted average basis) or net
realisable value, whichever is lower
Investments
i) Long term Investments are carried at cost. However, provision is made for diminution in value, other than
temporary, on an individual basis.
ii) Current investments are carried at the lower of cost and fair value determind on a category -wise basis.
Transactions in Foreign Exchange
Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transactions.
Monetary items denominated in foreign currency and outstanding at the Balance Sheet date are translated at the
exchange rate prevailing at the year end.
Non-monetary items denominated in a foreign currency are carried at the exchange rate in force at the date of the
transaction. Exchange differences arising on foreign currency transactions are recognised as income or expenses in
the period in which they arise.
58
Subsidiaries Accounts 2009-2010
Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Taxes on Income
Income Tax is computed in accordance with Accounting Standard 22 - 'Accounting for Taxes on Income' (AS- 22),
notified by the Companies ( Accounting Standards) Rules, 2006. Tax Expense are accounted in the same period to
which the revenue and expense relate.
Provision for current income tax is made for the tax liability payable on income after considering tax allowances,
deductions and exemptions determined in accordance with the prevailing tax laws. The difference between the taxable
income and the net profit before tax for the year as per the financial statements are identified and the tax effect of timing
differences is recognised as a deferred tax asset or deferred tax liability. The tax effect is calculated on accumulated
timing differences at the end of the accounting year, based on effective tax rates substantively enacted by the balance
sheet date.
1. INVESTMENT IN THE CAPITAL OF PARTNERSHIP FIRM (Pending Reconciliation)
a) Name of the Firm Hakman's Hotel, Mussoorie
b) Name of the Partners (i) M/s United Hotels Ltd
(ii) Mr Nirmal Singh Hoon
(As on 30.09.81)
c) Capital Contribution in the firm (In Rs.)
M/s United Hotels Ltd 21,000.00
Mr Nirmal Singh Hoon 84,000.00
Total 105,000.00
d) Profit Sharing Ratio 20:80
e) The partnership is under dissolution since 1981 and litigation pertaining to the same is pending before
the Delhi High Court.
f) The Profit / Loss from Hakman's Hotel, Mussoorie (a firm in which the company is a Partner) from the year
ended 30th September 1982 to 31st March, 2010 have not been accounted in the absence of availability of
their final accounts.
2. CONTINGENT LIABILITIES
a) Claims against the company not acknowledged as debts are :
Current Year Previous Year
Amount (Rs.) Amount (Rs.)
NDMC - House Tax - 2,57,28,560
Income tax of earlier years 20,365,283 5,14,90,749
(after taking effect of appeals demanded in favour of the company)
Surety with Sales Tax Authority. 9,32,464 7,50,000
Income Tax Liability is covered by deposits/refunds pending amounting to Rs 268.69 lac.
3. Employees Benefits
(a) The Company has taken group gratuity scheme with Life Insurance Corporation (LIC Ultimate (94-96) ) and
annual contributions are made to the fund administrated by Life Insurance Corporation. Every employee
is entitled to the benefit equivalent to fifteen days salary last drawn for each completed year of service
depending on the date of joining. The same is payable on termination of service or retirement, whichever
is earlier. The benefit vests after five years of continuous service.
59
United Hotels Limited
Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Relevant information is disclosed below: Rs. in Lakhs
As at As at
March 31, 2010 March 31, 2009
Gratuity Gratuity
(Funded) (Funded)
Reconciliation of opening and closing
balances on the present value of the
defined benefit obligation
Obligation at period beginning 46.60 50.96
Current service cost 3.22 3.97
Interest cost 3.73 4.08
Actuarial (gain)/loss due to change in
assumptions 5.92 (5.26)
Benefits paid 4.93 (7.16)
Obligation at period end 54.54 46.60
Change in plan assets
Plan Assets at period beginning, at fair value 53.45 56.23
Expected return on plan assets 4.71 4.38
Actuarial gain/(loss) - -
Contribution by Employer 4.43 -
Benefit paid 4.93 (7.16)
Plan Assets at period end, at fair value 57.66 53.45
Table showing fair value of plan assets
Fair value of plan assets at the beginning of year 53.45 56.23
Actual return on plan assets 4.71 4.38
Contributions 4.43 0.00
Benefit Paid 4.93 -7.16
Fair value of plan assets at the end of year 57.66 53.45
Funded status 3.11 6.85
Excess of Actual over estimated return on - -
plan assets
(Actual rate of return=Estimated rate of
return as ARD falls on 31st March
Expense for the year
Current service cost 3.22 3.97
Interest cost 3.73 4.08
Expected return on plan assets 4.71 (4.38)
Net Actuarial (gain)/Loss recognized in the
year 5.92 (5.26)
Net cost 8.17 (1.59)
Assumptions
Discount rate 8% 8%
Salary Escalation 3% 3%
In view of the fact that the plan value of assets exceeds the obligations as at 31.03.2010, no provision for gratuity is
considered necessary.
60
Subsidiaries Accounts 2009-2010
Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
As at As at
(b) Leave Encashment
31 March 2010 31 March 2009
(In Rupees) (In Rupees)
Liability as per Actuarial Valuation 1,739,158 1,687,870
Provision in Books 1,934,367 2,120,796
4. Purchase cost of Food and Beverage is after adjusting Rs 2.80 Lac (Previous year Rs. 0.98 Lac) on account of
sale of empties etc.
5. DIRECTORS REMUNERATION
Current Year Previous Year
(Rs. in lac) (Rs. in lac)
a) Salaries, HRA, LTA,Medical 46.76 37.32
b) Bonus - -
c) Contribution to Provident Fund 3.31 3.12
d) Commission to Directors
- Payable for the year (Disbursement subject to Approval) (Annexure 1) 62.27 66.85
- Less: Commission provided in previous year not payable & reversed 33.46 13.38
- Commission debited to P & L A/c 28.81 53.47
6. C.I.F. VALUE OF IMPORTS DURING THE YEAR (Rs. in lac) (Rs. in lac)
Raw Materials NIL NIL
Components & Spare Parts (Glassware, Crockery) 1.84 3.47
Capital Goods 14.09 32.58
61
United Hotels Limited
Schedule Annexed to and forming part of accounts for year ended 31st March, 2010
11. Estimated amount of contracts remain to be executed on the capital account and not provided for Rs. 63.93 lac
(Previous Year. 61.40 Lac)
12. The Company has been granted exemption up to 31.03.2010 from giving quantitative details under Part II of
Schedule VI of the Company Act, 1956 vide order No. 46/9/2008-CL-III dt 14th May, 2008 of the Department
of Company Affairs.
13. The Company has written to its suppliers requesting them status as micro, small, or medium enterprise. However
none of the suppliers has informed the Company that they are Micro, Small or Medium Enterprises. Hence,
information regarding dues to such Enterprises could not be furnished.
14. In the opinion of management, current assets, loans & advances have a value on realization in the normal course
of business at least equal to the amount at which they are stated in the balance sheet.
15. Pursuant to AS-22 on Accounting for Taxes on Income issued by the Institute of Chartered Accountants of
India, the Company has recognized an amount of Rs. 49.30 lac as Deferred Tax Assets as on 31.03.2010
(P.Y Rs. 37.02 lac) on account of timing differences. The Deferred Tax Assets comprise:
62
Subsidiaries Accounts 2009-2010
Schedule Annexed to and forming part of accounts for year ended 31st March, 2010
19. Debtors include amounts aggregating to Rs.26.83 lac (P.Y. Rs.123.60 Lac) which are doubtful in nature. Out of
the same Rs.19.11 lac are sub-judice, for which the Company has filed suits/taken legal steps for recovery.
20. Sundry Debtors include debts due from directors Rs. Nil (Previous Year Rs. NIL) maximum amount outstanding
during the year is Rs. 0.14 Lac (Previous Year 0.72 Lac).
21. A) Debtors considered good in respect of which the Company is fully secured Rs. NIL (Previous Year
RS.NIL)
B) Debtors considered good for which the Company holds no security other than the debtors personal
security Rs. 93.68 lac (Previous Year Rs. 60.60 lac)
22. Pursuant to AS-18 on related party disclosure is part of the Balance Sheet as at 31-03-2010 (Annexure 2)
23. Figures of the previous year have been regrouped / recast wherever necessary.
As per our report of even date attached For and on behalf of the Board
63
United Hotels Limited
Annexure - 1
Computation of Profit U/S 198 and 309 of the Companies Act 1956
As at As at
31st March 2010 31st March,2009
1. Profit as per Profit & Loss Account 117,027,524 154,570,300
2. ADD :
a) Provision for Doubtful debts 502,347 29,608
b) Depreciation as per Account 15,457,100 14,067,834
c) Directors Remuneration 5,007,790 4,044,150
d) Commission to Directors (Provided) 6,227,102 6,684,898
e) Profit / Loss on Sale of Assets 123,952 -
3. Total 144,345,815 179,396,791
4. Less :
a) Depreciation U/S 350 of the Companies Act 1956 15,457,100 14,067,834
b) Profit / Loss on Sale of Assets - 839,148
c) Bad Debts written off during the year 10,178,540 -
118,710,175 164,489,808
5. Profit 118,710,175 164,489,808
6. Managerial Remuneration
a) Commission 1% on the above 1,187,102 1,187,102 1,644,898
b) Commission to Working Directors 5,040,000 5,040,000
6,227,102 6,684,898
* net of Rs. 33,45,898 not distributed and reversed during the year
64
AS-18 RELATED PARTIES DISCLOSURE (Annexure 2)
S. Particulars Description of NATURE OF TRANSACTION Maximum
No. Relationship amount due
ICDs Interest Operating Advt./ Purchase of Sale of Receivable / Dividend Dividend
given on Licence Brand goods & goods & (Due) Received Paid during the
ICDs Fee Exp. cost services services Current A/c year
as at
31.03.2010
1 Indian Hotels Co Share Holder 16,148,278 14,231,698 23,631,219 1,905,797 849,544 61,080 20,146,560 2,091,934
5 Taj SATS Air Catering Limited Group Company 2,002,885 614,673 (287,459) (133,124)
Subsidiaries Accounts 2009-2010
6 Piem Hotels Ltd. Group Company 595,548 29,245 18,747 640,307 50,899,022
11 Taj GVK Hotels & Resorts Ltd. Group Company 35,097 361,563 20,248 247,614
13 Taj Kerala Hotels & Resorts Ltd. Group Company 1,053,094 152,291 1,401,556
65
United Hotels Limited
SOURCES OF FUNDS
APPLICATION OF FUNDS
66
Subsidiaries Accounts 2009-2010
Board of Directors :
Mr. Raymond Bickson Chairman
Mr. M. S. Kapadia Managing Director
Mr. Anil P. Goel Director
Mr. Karmjit Singh Director
Mr. Tan Chuan Lye Director
Ms. Constance Eng Director
Mr. D. K. Beri Director
Mr. Mohit Gupta General Manager Finance & Company Secretary
Bankers :
State Bank of Patiala
Hongkong & Shanghai Banking Corporation Limited
HDFC Bank
Standard Chartered Bank
Auditors :
Deloitte Haskins & Sells
Chartered Accountants
Registered Office :
Mandlik House
Mandlik Road
Mumbai – 400 001
Corporate Office :
International Airport Approach Road,
Sahar, Andheri (East)
Mumbai – 400 099
67
Taj SATS Air Catering Ltd.
Directors’ Report
To the Members
The Directors are presenting the Ninth Annual Report of the Company together with the Audited Statement of Accounts
for the year ended March 31, 2010.
Financial Results
Rs. ‘000
2009/2010 2008/2009
Income 1,930,644 2,082,711
Operating cost 1,598,569 1,642,922
Gross Operating Profit 332,075 439,789
Less: Depreciation 143,613 134,252
Less: Interest 24,788 25,741
Less: Deferred revenue expenditure Amortized - 5,961
Profit before tax 163,674 273,835
Less: Exceptional Items - -
Profit before tax & exceptional items 163,674 273,835
Provision for tax (Net of tax refund of earlier years) 57,898 95,388
Fringe Benefit Tax - 3,300
Profit after tax 105,776 175,147
Add: Balance brought forward from previous year 656,738 590,798
Balance available for Appropriation 762,514 765,945
APPROPRIATIONS
(i) Interim Dividend - 78,300
(ii) Final Dividend Proposed - -
(iii) Tax on Dividends - 13,307
(iv) Transfer to General Reserve - 17,600
(v) Balance carried forward 762,514 656,738
762,514 765,945
Basic & Diluted Earning Per Share (Rs.) (Face Value = Rs. 10/-) 6.08 10.07
OPERATING RESULTS
During the year 2009-10 was a difficult and challenging year for the Company’s Business in view of global recession
and the customers airlines facing reduction in passengers load factor, cancellation & rationalization of flights leading
to lesser number of off take of meals. Also the increased requirement of working capital as debtors number of days
increased due to delayed payments received from some of the customers.
Your Company has registered decrease in revenue in the previous year (7.30%) Gross Operating Profit has also declined
by (24.49%).
68
Subsidiaries Accounts 2009-2010
DIVIDEND
The Directors have not declared any dividend during the year
FINANCE
During the year under review, the Company repaid a total of Rs. 600 Lakhs towards the Rupee Term Loan sourced
from State Bank of Patiala. During the year the Company tied up Fund based and Non Fund based Working Capital
facility of Rs. 1,700 Lakhs and Rs. 200 Lakhs respectively due to increased working capital requirement. During the
year Cash Credit Limit utilized upto is Rs. 458 Lakhs. However, as at March 31, 2010 the Cash Credit limit remained
unutilized.
EXPANSION
During the year Cochin Airport Restaurant Lounge has been commissioned at the International Terminal of Cochin
International Airport.
DIRECTORS
Mr. Raymond Bickson and Mr. Tan Chan Lye retire by rotation and being eligible, offer themselves for re-appointment.
Your approval for their re-appointment as Directors has been sought in the Notice convening the Annual General
Meeting of the Company.
AUDITORS
The Auditors M/s Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors retire at the forth coming
Annual General Meeting. The Directors proposed to re-appoint M/s. Delloite Haskins & Sells, Chartered Accountants
as Statutory Auditors to hold office while conclusion of the next Annual General Meeting of the Company.
AUDIT COMMITTEE
Pursuant to the provisions of Section 292A of the Companies Act, 1956, the Company has an Audit Committee
comprising Mr. Raymond N. Bickson, Chairman, Mr. Anil P. Goel and Ms. Constance Eng
CONSERVATION OF ENERGY
Your Company continues to adopt various cost saving measures – be it by way of timely replacement of capital
equipments or by energy saving initiatives to save fuel, water or electricity. The units have Sewage Treatment Plants
and Water Treatment Plants, thereby contributing to ground water conservation and prevention of depletion of the
water table. The treated water from the plant is utilized within the premises.
69
Taj SATS Air Catering Ltd.
ACKNOWLEDGEMENTS:
Your Directors place their sincere gratitude to the Company’s employees, clientele, vendors and bankers for their
continued support during the year.
Raymond N. Bickson
Chairman
70
Subsidiaries Accounts 2009-2010
Notes :
1. Net remuneration is arrived at by deducting from the remuneration received, Income – Tax, Company’s
contribution to Provident Fund, Gratuity and Superannuation Fund.
2. All employees have adequate experience to discharge the responsibility assigned to him.
3. The nature of employment in all cases is contractual.
4. No employee is related to any director of the Company.
5. None of the above employees hold more than 2% of the paid up capital of the Company.
6. All the above employees have been employed by the Company for the whole year.
71
Taj SATS Air Catering Ltd.
CORPORATE GOVERNANCE
Corporate Governance Philosophy
Corporate Governance is about commitment to values and ethical business conduct. It is the set of laws, regulations,
processes and customs affecting the way a company is directed, administered, controlled or managed.
Board Composition
At the core of our corporate governance practice is the Board, which oversees how the management serves and protects
the long-term interests of all our stakeholders. We believe that an active, well-informed and independent Board is
necessary to ensure the highest standards of corporate governance.
Board of Directors
The Company’s Board consists of 7 Directors, comprising of 1 Executive Director (the Managing Director) and the 6
Non Executive Directors, the Chairman being the Non-Executive.
The details of composition of the Board, category of Directorship and attendance in Board Meetings and Annual
General Meetings is given below :
72
Subsidiaries Accounts 2009-2010
Meetings :
The Company’s Board met five times during the year under review. The dates of the Board Meetings held during the
each quarter are as follows :
Sr. No. Date of Meeting
1 April 16, 2009
2 May 25, 2009
3 September 10, 2009
4 January 06, 2010
5 February 12, 2010
73
Taj SATS Air Catering Ltd.
• Discuss with Auditors the Internal Control System, Scope of Audit, Observations of the auditors and review of
audited financial statements before submission to the Board.
• Review the Quarterly and Annual Accounts and recommend them to the Board for approval.
• Such other matters as may be specified by the Board from time to time.
The Audit Committee met four times during the year on 16th April, 2009, 25th May, 2009, 10th September, 2009 and
6th January, 2010.
The composition and attendance record of the Audit Committee is as under:
Audit Committee :
Audit Committee Members Meetings attended
Mr. Raymond N. Bickson 3
Mr. Anil P. Goel 3
Ms. Constance Eng 3
The Company Secretary acts as the Secretary to the Audit Committee.
2. Approval Committee :
The Approval Committee is empowered with the following responsibilities:
• Issue / revoke specific Power of Attorney,
• Change in Authorized signatory of bank accounts including opening of new accounts and closing of non operative
bank accounts,
• To give Power of Attorney to officers of the Company, and
• To nominate officers as “Managers” and “Alternate Manager” under the prevention of Food Adulteration Act.
3. Investment Committee :
There is a committee of Directors / Executives for Making of Investments and Placing and Accepting Inter
Corporate Deposits. The Company needs apart from long term funds some short term funds to meet the fund
requirements of the working capital, capital expenses, for this purpose it is proposed to give powers to the
committee to accept Inter Corporate Deposits apart from making Investments in mutual funds and placing Inter
Corporate Deposits with specified Companies.
Internal Control Systems :
The Company’s Internal Control system is the set of measures which contribute to the control of a company. Its aim
is to ensure, on the one hand, the security and safeguard of assets and the quality of information, on the other hand,
the application of instructions given by Senior Management, and to have adequate systems and procedures in place.
The Company has a sound external and internal audit systems. The findings and recommendations of the Auditors are
periodically reviewed and necessary corrective action taken. All units of the Company are audited by independent
reputed firms and feedback, together with avenues to improve are suggested and then incorporated in the system.
The Internal Control System in the Company ensures as follows :
• laws and regulations are complied with;
• the instructions and directional guidelines fixed by Executive Management or the Management Board are
applied;
• the company’s internal processes are functioning correctly, particularly those implicating the security of its assets;
• financial information is reliable.
74
Subsidiaries Accounts 2009-2010
Disclosures :
No Transaction of material nature has been entered into the Company with Directors or Management and their relatives,
etc. that may have a potential conflict with the interest of the Company. The particulars of transactions between the
Company and its related parties as per the Accounting Standard are set out in the Annual Report. However, these
transactions are not likely to have any conflict with the Company’s interest.
1. Location of Taj SATS Air Catering Units
Location of the Unit Address
Mumbai International Airport Approach Road, Sahar, Mumbai - 400099
Delhi I.G.I. Airport Complex, Gurgaon Road, Delhi - 110 037.
Kolkata N.S.C.B. International Airport, Kolkata - 700 052.
Goa Plot No. 215, Opp. Naval Stores Depot, Dabolim 'Goa - 403801.
Bangalore Bangalore International Airport, Devanhalli, Off Bellary Road, Bangalore - 560300.
Amritsar Plot No 19/20/1 & 2, Bal Shikander Road, Off Amritsar Ajnala Road, Amritsar - 143001.
75
Taj SATS Air Catering Ltd.
Auditors' Report
To the Members of Taj SATS Air Catering Limited
1. We have audited the attached Balance Sheet of TAJ SATS AIR CATERING LIMITED ("the Company") as
at 31st March, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year
ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's
Management. Our responsibility is to express an opinion on these statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts
and the disclosures in the financial statements. An audit also includes assessing the accounting principles used
and the significant estimates made by the Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
3. As stated in Note 7 of Schedule 12, the Company has filed a petition before the Hon. High Court of Judicature
of Madras for winding up of Paramount Airways Private Limited for non-payment of dues to the Company
amounting to Rs. 16,060 thousands and has made a provision for doubtful debts amounting to Rs. 8,030 thousands
in respect of the same based on the Management's estimate of the recoverability of the said dues. On the basis of
the information available to us and since the matter is sub-judice, we are unable to form an opinion regarding
the adequacy of the provision made on this account.
4. Without qualifying our opinion, we invite attention to Note 12 of Schedule 12 regarding non-disclosure of
quantitative details for which approval of the Department of Company Affairs for exemption from disclosure is
awaited.
5. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in
terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
6. Further to our comments in paragraph 4 above and the Annexure referred to in paragraph 5 above we report
that:
(i) we have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit except to the extent indicated in paragraph 3 above;
(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;
(iii) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are
in agreement with the books of account;
(iv) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with
by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956;
(v) subject to our comments in paragraph 3 above regarding the adequacy of the provision made for doubtful
debt in respect of the amount due from Paramount Airways, in our opinion and to the best of our information
and according to the explanations given to us, the said accounts give the information required by the
Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India;
76
Subsidiaries Accounts 2009-2010
(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;
(b) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date
and;
(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that
date.
7. On the basis of written representations received from the Directors as on 31st March, 2010 taken on record by
the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being
appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Registration No. 117366W)
Nalin M. Shah
Partner
MUMBAI, 17th May, 2010 (Membership No. 15860)
77
Taj SATS Air Catering Ltd.
i. Having regard to the nature of the Company's business/activities/results/transactions etc., for the year, clauses
(viii), (x), (xii), (xiii), (xiv), (xv), (xviii), (xix) and (xx) of paragraph 4 of the CARO are not applicable.
ii. In respect of its fixed assets:
a) The company has maintained proper record showing full particulars, including quantitative details and
situations of the fixed assets.
b) According to the information and explanation given to us, no fixed assets were physically verified by the
Management during the year. However, the Company has regular programme of verification which ensure
physical verification of all assets at reasonable intervals.
c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed
assets of the Company and such disposal has, in our opinion, not affected the going concern status of the
Company.
iii. In respect of its inventories:
a) As explained to us, inventories were physically verified during the year by the Management at reasonable
intervals.
b) In our opinion and according to the information and explanations given to us, the procedures of physical
verification of inventories followed by the Management were reasonable and adequate in relation to the
size of the Company and the nature of its business.
c) In our opinion and according to the information and explanations given to us, the Company has maintained
proper records of its inventories and no material discrepancies were noticed on physical verification.
iv. The Company has neither granted nor taken any loans, secured or unsecured, to / from companies, firms or other
parties listed in the Register maintained under Section 301 of the Companies Act, 1956.
v. In our opinion and according to the information and explanations given to us, there is generally an adequate
internal control system commensurate with the size of the Company and the nature of its business with regard
to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we
have not observed any major weakness in such internal control system.
vi In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the
Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations
given to us:
a) The particulars of contracts and arrangements referred to in Section 301 of the Companies Act, 1956 that
needed to be entered in the Register maintained under the said section have been so entered.
b) Where each of such transaction is in excess of Rs. 5 lakhs in respect of any party, the transactions have
been made at prices which are prima facie reasonable having regard to the prevailing market prices at
the relevant time except in respect of certain services availed for which comparable quotations are not
available and in respect of which we are unable to comment.
vii. According to the information and explanations given to us, the Company has not accepted any deposit from the
public.
78
Subsidiaries Accounts 2009-2010
viii. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants
appointed by the Management have been commensurate with the size of the Company and the nature of its
business.
ix. According to the information and explanations given to us in respect of statutory dues:
a) The Company has generally been regular in depositing undisputed statutory dues, including Provident
Funds, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities. There are
no undisputed statutory dues payable in respect of Investor Education and Protection Fund.
b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise
Duty, Cess and other material statutory dues in arrears as at 31st March, 2010 for a period of more than six
months from the date they became payable.
c) Details of dues of Sales Tax which have not been deposited as on 31st March, 2010 on account of disputes
are given below:
Nalin M. Shah
Partner
MUMBAI, 17th May, 2010 (Membership No. 15860)
79
Taj SATS Air Catering Ltd.
Notes to Accounts 12
Mohit Gupta
General Manager Finance
Mumbai, 17th May, 2010 & Company Secretary
80
Subsidiaries Accounts 2009-2010
Profit and Loss Account for the year ended 31st March, 2010
Schedule Current Year Previous Year
Rupees Rupees
(In Thousands) (In Thousands)
Income
1. Sale of Products, Services and Others 9 1,932,571 2,085,191
Less: Excise Duty 1,927 2,480
1,930,644 2,082,711
Expenditure
2. Operating and General Expenses 10 1,600,481 1,655,058
3. Depreciation/Amortisation 143,613 134,252
4. Interest 11 24,788 25,741
Less: Expenditure during construction period transferred to (1,912) (12,136)
Fixed Assets/Capital Work in progress
Total Expenditure 1,766,970 1,802,915
Profit before amortisation and tax 163,674 279,796
5. Amortisation of deferred revenue expenditure - 5,961
Profit Before Tax 163,674 273,835
6. Provision for taxation
- Current 59,400 89,300
- Deferred (1,502) 6,088
- Fringe Benefit - 3,300
Profit after tax 105,776 175,147
Balance brought forward from previous year 656,738 590,798
Balance available for appropriation 762,514 765,945
7. Appropriations
Interim Dividends - 78,300
Tax on Dividends - 13,307
Transfer to General Reserve - 17,600
Balance carried forward 762,514 656,738
762,514 765,945
Notes to Accounts 12
Basic and Diluted Earning Per Share (EPS) - (Rs.) 6.08 10.07
Face Value per equity share- (Rs.) 10.00 10.00
(Also refer Schedule 12(19))
Mohit Gupta
General Manager Finance
Mumbai, 17th May, 2010 & Company Secretary
81
Taj SATS Air Catering Ltd.
Cash Flow Statement for the year ended 31st March, 2010
Current Year Previous Year
Rupees Rupees
(In Thousands) (In Thousands)
A. CASH FLOW FROM OPERATING ACTIVITIES:
Net profit before tax 163,674 273,835
Adjustments for :
Deferred revenue expenditure written off - 5,961
Depreciation/Amortisation 143,613 134,252
Loss on Sale / Disposal of Fixed Assets (Net) 502 812
Provision for doubtful debts / advances 14,121 5,306
Provision for Employee Benefits (18,035) 49,704
Provision for Wealth Tax 30 30
Dividend Income (250) (734)
Interest Income (1,707) (2,403)
Interest Expense 24,788 25,741
Loss/(Gain) on Exchange Difference - 2,805
Operating Profit before Working Capital changes 326,736 495,309
(Increase) / Decrease in :
Trade and Other Receivables (111,427) (175,123)
Inventories (375) (3,813)
Trade and Other Payables (5,775) 11,206
(117,577) (167,730)
Cash Generated from Operations 209,159 327,579
Direct Taxes Paid (56,198) (152,743)
Fringe Benefit tax paid - (3,743)
NET CASH FROM OPERATING ACTIVITIES 152,961 171,093
B. CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets (Including advances for capital expenditure) (24,620) (221,739)
Sale/disposal of Fixed assets 528 194
(Purchase)/Sale of Mutual Funds (Net) (300) 24,737
Fixed Deposits (Net) (1,995) 37,016
Dividend received 250 734
Interest received 1,534 1,956
NET CASH USED IN INVESTING ACTIVITIES (24,603) (157,102)
C. CASH FLOW FROM FINANCING ACTIVITIES:
Repayment of Loan (60,000) (68,831)
Loan Availed - 240,000
Intercorporate deposits (net) - (30,000)
Dividends paid (Including tax paid on dividends) (30,536) (91,607)
Interest paid (21,818) (28,355)
NET CASH (USED IN) / FROM FINANCING ACTIVITIES (112,354) 21,207
NET INCREASE IN CASH AND CASH EQUIVALENTS ( A + B +C) 16,004 35,198
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 100,268 65,070
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 116,272 100,268
Cash and Bank Balances as per Schedule 6 125,233 107,061
Less:- Deposits under lien 8,185 6,190
Less:- Interest Accrued 776 603
Cash and Cash equivalents at the end of the year 116,272 100,268
82
Subsidiaries Accounts 2009-2010
Note:
Of the above, 8,874,000 Equity shares of Rs.10 each are held by the Holding Company, The Indian Hotels
Company Limited, of which 8,824,000 Equity shares of Rs. 10 each have been allotted as fully paid up for
consideration other than cash.
83
Taj SATS Air Catering Ltd.
84
Subsidiaries Accounts 2009-2010
85
Taj SATS Air Catering Ltd.
As at 31.03.2010 As at 31.03.2009
Rupees Rupees
(In Thousands) (In Thousands)
B. LOANS AND ADVANCES
(Unsecured, considered good)
1. Deposits with Government, Public Bodies & Others- 30,375 28,263
Including interest accrued of Rs.144 thousands
(Previous Year: Rs. 140 thousands)
2. Prepaid Expenses 3,640 5,219
3. Fringe Benefit Tax (Net of Provision) 468 483
4. Other advances recoverable in cash or kind or
for value to be received
-Considered Good 46,807 32,020
-Considered doubtful 579 579
Less: Provision for Doubtful Advances 579 46,807 579 32,020
81,290 65,985
TOTAL 698,689 568,892
Other recoverables in cash or kind or for value to be
received includes dues from companies under the same
management within the meaning of Sec 370 (1B) of the
Companies Act, 1956.
- Taj Madras Flight Kitchen Pvt. Limited:-
Rs. 4,261 thousands (Maximum amount due during
the year:Rs.6,517 thousands)
(Previous Year: Rs. 5,070 thousands,
Maximum amount due during the previous
year Rs.5,070 thousands)
- United Hotels Limited:-
Rs. 287 thousands (Maximum amount due during
the year:Rs. 306 thousands)
(Previous Year: Rs. 52 thousands,
Maximum amount due during the previous
year Rs. 232 thousands)
86
Subsidiaries Accounts 2009-2010
Schedule 8: Miscellaneous Expenditure (to the extent not written off or adjusted)
As at 31.03.2010 As at 31.03.2009
Rupees Rupees
(In Thousands) (In Thousands)
1. Non-Compete Consideration
Opening Balance - 3,750
Less: Amortised during the year - - 3,750 -
2. Term Loan Processing Fees
Opening Balance - 572
Less: Amortised during the year - - 572 -
3. Voluntary Retirement Costs
Opening Balance - 1,639
Less: Amortised during the year - - 1,639 -
TOTAL - -
Note:
On acquisition of Air Catering Business on a slump sale basis from IHCL and its Affiliates on October 1, 2001,
the Intangible Assets were recorded as per the values assigned by Ernst & Young. The balance in respect of item
no 1 above reflects apportioned values of the total purchase consideration, net of amortisation.
87
Taj SATS Air Catering Ltd.
88
Subsidiaries Accounts 2009-2010
89
Taj SATS Air Catering Ltd.
Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
Schedule 12:
1. Statement of Significant Accounting Policies:
The financial statements have been prepared under historical cost convention on an accrual basis and comply with
the Accounting Standards (AS) notified by the Companies (Accounting Standards) Rules, 2006. The Significant
Accounting Policies adopted in the presentation of the Accounts are as under:
a. Use of Estimates:
The preparation of financial statements requires the Management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures relating to contingent liabilities as at the
date of financial statements and the reported amounts of income and expenses during the year. Examples
of such estimates include provisions for doubtful debts, employee retirement benefit plans, provision for
income taxes and the useful lives of fixed assets. The Management believes that the estimates used in
preparation of the financial statements are prudent and reasonable. Future results could differ from these
estimates.
b. Fixed Assets:
Fixed assets are stated at cost less depreciation/amortisation and impairment losses, if any. The Cost
includes expenses incidental to the installation of assets and attributable borrowing costs.
c. Intangible Assets:
Intangible Assets comprising of System Software are stated at cost of acquisition, including any cost
attributable for bringing the same to its working condition, less accumulated amortisation. Any expenses
on software for support and maintenance payable annually are charged to revenue account.
Business rights which represent the rights to construct, manage and operate flight catering kitchen
in accordance with the agreement entered with airport authority, are stated at cost of acquisition, less
accumulated amortisation.
Goodwill represents the difference between the purchase consideration and the fair market value of assets
and liabilities acquired on formation of the Company.
d. Depreciation and Amortisation:
Fixed Assets:
Depreciation is provided using the straight-line method, in the manner specified in Schedule XIV to the
Companies Act, 1956 and at the rates prescribed therein or based on the useful life of assets, whichever is
higher.
Cost of Leasehold Land is amortised over the period of the lease. Similarly, the value of buildings on the
Leasehold Land is depreciated over the un-expired period of the lease.
Depreciation on additions / deletions to fixed assets during the year is provided on a pro-rata basis.
Fixed assets costing Rupees five thousand or less are depreciated at hundred per cent in the year of
acquisition.
Depreciation on assets purchased for executives under the Company’s “White goods Scheme” is charged
at the rate of 25 percent.
Depreciation on Furniture and Fixture – Office equipment is charged at the rate of 11.31 percent.
90
Subsidiaries Accounts 2009-2010
Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
Intangible Assets:
The cost of software is amortised @ 16.21 % on a straight-line basis. The cost of Business Rights is
amortised over the period of fifteen years during which the benefits are expected to accrue to the Company
as per agreement.
The Company reviews Goodwill for impairment whenever any change in the business circumstances is
indicated. The carrying amount in such situations is appropriately adjusted to reflect the realisable value of
such assets.
e. Impairment of Fixed Assets:
The carrying value of assets/cash generating units at each Balance Sheet date is reviewed for impairment.
An impairment loss is recognised whenever the carrying value of assets / cash generating units exceeds
its recoverable amount. The recoverable amount is the greater of the net selling price and value in use. In
assessing the value in use, the estimated future cash flows are discounted to their present value based on an
appropriate discount factor.
f. Investments:
Current Investments are carried at lower of cost and fair value. Long term investments are carried at cost.
However, provision is made for diminution in value, other than temporary, on an individual basis.
g. Inventories:
Inventories of foods & beverage and maintenance stores are valued at the lower of cost and net realisable
value. Costs are determined using the weighted average method and includes purchase price and non-
refundable taxes.
h. Foreign Currency transactions:
Transactions in foreign currency are recorded at the rates of exchange prevailing at the time of occurrence
of the transactions.
Monetary items denominated in foreign currency as at the reporting date are stated at the rates of exchange
prevailing at the reporting date and the resultant gain / loss is adjusted in the Profit and Loss Account.
i. Revenue Recognition:
Revenue is recognised when no significant uncertainty as to its determination or realisation exists. Sales
comprise in-flight catering and institutional catering of food and beverages and other allied services
rendered to airlines and other institutions. Sales exclude taxes and are net of trade discounts, deductions
and rate differences.
Dividend income is accounted when the right to receive the same is established.
Operating fees and interest income are accounted on accrual basis.
j. Employee Benefits:
(i) Provident Fund:
The Company’s contribution to recognised Provident Fund of the Holding company paid/payable
during the year is recognised in the Profit and Loss Account. The shortfall, if any, between the
return guaranteed by the statute and actual earnings of the Fund is provided for by the Company and
contributed to the Fund.
91
Taj SATS Air Catering Ltd.
Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
(ii) Gratuity Fund:
The Company has a funded scheme and is investing the Gratuity liability into a Gratuity Trust, which
is being managed by Tata AIG Life Insurance Company Limited. The Company accounts for gratuity
benefit liability based on an independent actuarial valuation, using the projected unit credit method
carried out annually as at the Balance Sheet date, which considers each period of service as giving
rise to an additional unit of benefit entitlement and measures each unit separately to build up the
final obligation. Past services are recognised on a straight-line basis over the average period until the
amended benefits become vested. Actuarial gains and losses are recognised immediately in the Profit
and Loss Account as income or expense.
(iii) Superannuation Fund:
The Company makes annual contribution to a fund administered by trustees based on eligibility of
each employee.
The Company also has for employees above certain grade, a non-funded defined benefit scheme.
The Company accounts for such liability based on an independent actuarial valuation, using the
projected unit credit method carried out annually as at the Balance Sheet date, which considers each
period of service as giving rise to an additional unit of benefit entitlement and measures each unit
separately to build up the final obligation. Past services are recognised on a straight-line basis over the
average period until the amended benefits become vested. Actuarial gains and losses are recognised
immediately in the Profit and Loss Account as income or expense.
(iv) Compensated Absences:
The Company has a scheme for compensated absences for employees. The Company accounts for
such liability based on an independent actuarial valuation as at the Balance Sheet date, using the
projected unit credit method carried out annually which considers each period of service as giving
rise to an additional unit of benefit entitlement and measures each unit separately to build up the
final obligation. Past services are recognised on a straight-line basis over the average period until the
amended benefits become vested. Actuarial gains and losses are recognised immediately in the Profit
and Loss Account as income or expense.
(v) Other Employee Benefits:
Other benefits comprises of Long Service Awards which are determined on an undiscounted basis and
recognised based on the likely entitlement thereof.
The Company recognises the undiscounted amount of other short-term employee benefits during the
accounting year based on service rendered by the employees.
k. Taxation:
Provision for taxation includes tax on the Company’s taxable profits, adjustment attributable to earlier
periods and changes in deferred taxes.
Provision for current tax is made for the tax liability payable on taxable income after considering tax
allowances, deductions and exemptions determined in accordance with the prevailing tax laws.
Deferred Tax is recognised on all timing differences, being the differences between the taxable income and
the accounting income which originate in one period and are capable of reversal in one or more subsequent
periods. The tax effect is calculated on the accumulated timing differences at the end of the accounting
period based on the effective tax rates/substantively enacted tax rates.
92
Subsidiaries Accounts 2009-2010
Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
Deferred tax assets other than on unabsorbed depreciation and carried forward losses are recognised only
if there is reasonable certainty that they will be realised and are reviewed for appropriateness of their
respective carrying values at each Balance Sheet date.
Deferred Tax Assets in respect of unabsorbed depreciation and carry forward of losses are recognised only
if there is virtual certainty that there will be sufficient future taxable income available to realise such losses
and are reviewed for appropriateness of their respective carrying values at each Balance Sheet date.
l. Assets taken on lease:
Operating lease payments are recognised as expenditure in the Profit and Loss Account on a straight line
basis, representative of time pattern of benefits received from the use of the assets taken on lease.
m. Provisions, Contingent Liabilities and Contingent Assets:
A provision is recognised when there is a present legal or constructive obligation as a result of past events,
where it is probable that there will be outflow of resources to settle the obligation in respect of which a
reliable estimate can be made. Provisions (excluding retirement benefits in the nature of defined benefit
plans) are not discounted to their present values and are determined based on best estimate required to settle
the obligations at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to
reflect the current best estimate.
Contingent Liabilities are recognised only when there is a possible obligation arising from past events due
to occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
Company. Obligations are assessed on an ongoing basis and only those having a largely probable outflow
of resources are provided for. Other Contingent Liabilities are not recognised but are disclosed in the notes
to the financial statement.
Contingent Assets are not recognised in the financial statements.
n. Export Benefits Entitlement:
Benefits arising out of Duty Credit Scrips utilized for the acquisition of fixed assets are being adjusted
against the cost of the related fixed assets. (Refer Note 11).
o. Borrowing costs:
Borrowing costs attributable to the acquisition of a qualifying asset, as defined in Accounting Standard 16
– Borrowing Costs notified under The Companies (Accounting Standards) Rules, 2006 are capitalised as
part of cost of acquisition. Other borrowing costs are charged to revenue over the tenure of the loan.
Term Loan Processing Fee - Syndication/upfront fees, stamp duty and documentation charges for mobilising
long-term loans are amortised over the tenure of the loan.
2. In accordance with the Business Transfer Agreement entered with The Indian Hotels Company Limited (“IHCL”),
the land located at Mumbai is to be conveyed in favour of the Company. However, the same is pending due to
completion of certain legal formalities which will be carried out in due course.
3. Consequent to the acquisition of the Air Catering business from IHCL and its affiliates, the employees attached
to the respective Air Catering Divisions of IHCL were transferred to the Company. Since a formal approval to
establish the Provident Fund trust is still awaited from the PF commissioner, the Fund continues to be administered
by IHCL.
93
Taj SATS Air Catering Ltd.
Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
4. Sundry Creditors include Rs. 13,585 thousands (As at 31/03/2009: Rs. 16,321 thousands) towards Future
Pension Liability payable to employees:
a) who opted for voluntary retirement scheme introduced by IHCL prior to the transfer of the Air Catering
business to the Company and
b) who opted for voluntary retirement scheme introduced by the Company post formation of the Joint
Venture.
Under the above Schemes, pension becomes due and payable in monthly installments over a period of 15 years
after voluntary separation.
The amount payable within one year under the Schemes aggregates Rs. 2,589 thousands (Previous Year:
Rs. 2,589 thousands).
5. Term Loan from a bank of Rs. 151,306 thousands (As at 31/03/2009: Rs. 210,000 thousands), including accrued
interest of Rs. 1,306 thousands (As at 31/03/2009: Rs. Nil), is secured by way of pari-passu first charge on book-
debts and other movable assets, both present and future, of the Company.
6. Contingent Liabilities:
a) Arbitration proceedings initiated to resolve the long standing dispute with the Airport Authority of India
(AAI) for granting access through its land at Mumbai have been concluded in favour of IHCL. As a result,
the claim made by AAI on IHCL amounting to Rs. 102,175 thousands stands withdrawn. The revised claim
pursuant to the award given by the arbitrator is awaited from the AAI. The Company does not expect any
liability for the past period and should there be any liability crystallising on the Company for any reason,
the same is indemnifiable by IHCL under the Business Transfer Agreement executed on formation of the
Joint Venture.
b) Counter guarantees given to banks against guarantees given by them on behalf of the Company –
Rs. 14,241 thousands (As at 31/03/2009: Rs. 11,941 thousands).
c) Estimated amount of contracts remaining to be executed on capital account Rs. 12,647 thousands (As at
31/03/2009: Rs. 10,852 thousands).
d) Appeals filed by the Company against Department of Commercial Taxes under order of West Bengal Sales
Tax Act for the Financial Years 2002-03, 2005-06 and 2006-07 Rs. 2,600 thousands (As at 31/03/2009: for
the Financial Years 2002-03 and 2005-06 Rs. 4,348 thousands).
e) The AAI had leased a plot of land at New Delhi and Kolkata to set up flight catering operations to serve the
airlines at the respective airports.
The charges of AAI envisaged lease rentals (compounded) increase of 10% each year and 2% of gross
turnover. AAI has unilaterally taken a decision to revise the rate of Airport lease from 2% to 13% with
effect from 1st April 2008 in New Delhi and Kolkata.
The Company has valid Agreements in New Delhi and Kolkata which do not provide for an increase in the
proportion of Gross Turnover payable to AAI. The Company has, therefore, contested the claim of increase
from 2% to 13% of the turnover based Airport levy.
Therefore, the amount of Rs. 170,697 thousands for New Delhi and Rs. 77,269 thousands for Kolkata
is being treated as contingent liability (As at 31/03/2009: Rs. 101,259 thousands for New Delhi and
Rs. 42,623 thousands for Kolkata).
94
Subsidiaries Accounts 2009-2010
Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
Should the Company be liable to make any payment to AAI authorities against the aforementioned claims,
the Management believes that the same would be fully recoverable on a back to back basis from the various
airline companies in view of the Company’s agreement/understanding with them.
f) Income Tax demands in respect of matters for which Company’s appeals are pending - Rs. 1,595 thousands
(Previous Year: Rs. 74,990 thousands).
Income Tax demands in respect of matters decided in the Company’s favour by the Appellate Authorities
where the department is in further appeal for Assessment Year 2003-04 Rs. Nil (As at 31/03/2009:
Rs. 4,133 thousands).
g) In case of labour disputes under adjudication at Mumbai and New Delhi units, the Company is unable to
ascertain the disputed amounts.
h) The license fees for permission for water pipeline over the land belonging to Mumbai International Airport
Private Limited have been enhanced by Rs. 917 thousands (Previous year: Rs. 917 thousands) during the
previous year which has been contested by the Company.
i) A claim for access road compensation amounting to Rs. 13,780 thousands (As at 31/03/2009: Rs. 13,780
thousands) has been received during the previous financial year from Mumbai International Airport Private
Limited which has been contested by the company, against which provision of Rs. 10,575 thousands (As at
31/03/2009: Rs. 10,575 thousands) has been made.
7. Sundry Debtors
Sundry debtors as at 31st March 2010 include an amount of Rs. 16,060 thousands receivable from Paramount
Airways Private Limited (“Paramount Airways”) for the in-flight catering services rendered by the Company.
The Company had filed a petition with the Hon. High Court at Madras for winding up of Paramount Airways
under Sections 433 and 434 of the Companies Act, 1956 for a claim of Rs. 16,060 thousands.
Simultaneously, the Company is in negotiations with Paramount Airways for a Memorandum of Compromise
which could lead to restoration of supplies and settlement of past dues.
However, the Company has on a prudent basis, estimated and made a provision of doubtful debts as at 31st March
2010 amounting to Rs. 8,030 thousands.
8. Operating Leases:
The Company has operating lease agreements for cars provided to its employees, deputed staff and professional
staff.
Rental expenses for the operating leases debited to the Profit and Loss Account for the year ended 31st March
2010 are Rs. 249 thousands (Previous Year: Rs. 374 thousands).
Rs. ‘000
Expected Minimum Lease rentals payable (Cars)
As at 31.03.2010 As at 31.03.2009
Upto 1 year 115 133
1 to 5 years - -
Total Minimum Lease Payments 115 133
95
Taj SATS Air Catering Ltd.
Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
9. Major components of deferred tax assets/liabilities arising on account of timing differences are:
Rs. ‘000
As at 31/03/2010 As at 31/03/2009
Deferred Tax Assets
- Provision for Employee Benefits 17,286 18,662
- Provision for doubtful debts and advances 12,826 8,167
- Others 664 1,478
Deferred Tax Liabilities
- Depreciation 103,096 102,129
Net Deferred Tax Liability 72,320 73,822
10. Managerial Remuneration under Section 198 of the Companies Act, 1956 (read with Sections 349 and 350
of the Companies Act, 1956):
Rs. ‘000
96
Subsidiaries Accounts 2009-2010
Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
11. Benefits arising out of Duty Credit Scrips utilised for acquisition of fixed assets were being recognised as income
upto 31st March 2009. With effect from 1st April, 2009 such benefits are adjusted against the cost of the related
fixed assets. Consequently, other income upto 31st March, 2010 is lower by Rs. 1,423 thousands.
12. As the turnover of the Company includes sale of food and beverages, it is not possible to furnish quantity wise
details of turnover and consumption of food and beverages. The Company has applied for exemption from the
disclosure of quantity-wise details of turnover and consumption of food and beverages under Section 211(4)
of the Companies Act, 1956 to Department of Company Affairs, vide its letter dated 24th February, 2010. The
exemption for the year 2009-10 is yet to be received. The Company had been receiving similar exemptions for
earlier years.
13. Expenditure on Salaries, wages, bonus etc is after adjusting Rs. 6,156 thousands (Previous Year: Rs. 1,612
thousands) towards recoveries for staff deputed out of the Company.
14. (a) Value of imports on CIF Basis:
Rs. ‘000
Current Year Previous Year
Raw Materials 984 4,493
Capital Goods 5,396 16,751
Components & spare parts 3,819 2,254
(b) Consumption of imported and indigenous Materials and Stores and Spares and the percentage of each to
the total consumption:
Current Year Previous Year
Value % of Total Value % of Total
Rs. ‘000 Consumption Rs. ‘000 Consumption
(i) Raw Materials Consumed
Imported 984 1% 4,493 1%
Indigenous 514,696 99% 520,879 99%
Total 515,680 100% 525,372 100%
(ii) Stores and Spares Consumed
Imported 3,819 3% 2,254 9%
Indigenous 121,166 97% 22,194 91%
Total 124,985 100% 24,448 100%
15. Rs. ‘000
Current Year Previous Year
Earnings in Foreign Exchange:
755,823 833,814
(On accrual basis and as certified by the Management)
Earnings in foreign exchange represent amounts received/receivable by the Company from International Airlines,
charters, diplomatic missions etc. in Indian Rupees out of their repatriable funds and includes settlements made
in foreign currency by the customers.
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Taj SATS Air Catering Ltd.
Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
16. Expenditure in Foreign Currency:
Rs. ‘000
Current Year Previous Year
Passage and Travelling 952 738
Membership and Subscription 16 73
Commission to non-whole-time directors 345 409
Interest Nil 607
Staff deputed from SATS 5,001 7,132
17. Net Remittances during the year in foreign currency on account of dividend to shareholders:
Final Dividend
Particulars Current Year Previous Year
Year to which the Dividend relates - 2007-08
Number of Non-Resident Shareholders Nil 1
Number of Ordinary Shares held by a Non-Resident Nil 85,26,000
Shareholder
Gross Amount of Dividend (Rs. ‘000) Nil 12,789
Net Amount of Dividend (Rs. ‘000) Nil 12,789
Interim Dividend
Particulars Current Year Previous Year
Year to which the Dividend relates 2008-09 2008-09
Number of Non-Resident Shareholders 1 1
Number of Ordinary Shares held by a Non-Resident 85,26,000 85,26,000
Shareholder
Gross Amount of Dividend (Rs. ‘000) 12,789 25,578
Net Amount of Dividend (Rs. ‘000) 12,789 25,578
18. The Company operates in one business segment, which is Airline and Allied Catering and one geographical
segment i.e. within India. Hence, no segment wise information is required to be disclosed as per AS-17 on
“Segment Reporting” as notified under The Companies (Accounting Standards) Rules, 2006.
19. Earnings Per Share (EPS):
Current Year Previous Year
Profit after tax as per Profit and Loss Account (Rs. ‘000) 105,776 175,147
Number of Equity Shares as on 31st March 17,400,000 17,400,000
Basic and Diluted Earnings Per Share (EPS) Rs. 6.08 Rs. 10.07
(Face value per share Rs. 10/-)
20. a) There is no Interest paid/payable/accrued and unpaid during the current year as well as the previous year by
the Company to suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006.
b) The above information takes into account only those suppliers who have responded to the enquiries made
by the Company for this purpose.
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Subsidiaries Accounts 2009-2010
Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
21. Employee Benefits
a) Defined Benefit Plans - As per Actuarial Valuation on 31st March, 2010
1) Details of Employees Superannuation Scheme (Un-funded)
i) Amount to be recognised in Balance Sheet and Movement in net liability.
Rs. ‘000
Particulars As at 31.03.2010 As at 31.03.2009
Present Value of Unfunded Obligation 3,393 3,730
ii) Expenses recognised in the Profit and Loss Account :
Rs. ‘000
Particulars Current Year Previous Year
Current Service Cost 155 172
Interest on Defined Benefit Obligation 272 325
Net Actuarial (Gains)/ Losses recognised during the year (764) 736
Net (income)/expenses included in payments to and provision (337) 1,233
of employees
iii) Reconciliation of Benefit Obligation :
Rs. ‘000
Particulars Current Year Previous Year
Opening Defined Benefit Obligation 3,730 3,975
Current Service Cost 155 172
Interest Cost 272 325
Actuarial (Gain)/Loss (764) 736
Benefits Paid Nil (1,478)
Closing Defined Benefit Obligation 3,393 3,730
iv) Experience Adjustments :
Rs. ‘000
Year Ended
31 Mar 07 31 Mar 08 31 Mar 09 31 Mar 10
Defined Benefit Obligation 3,405 3,975 3,730 3,393
Deficit (4,405) (3,975) (3,730) (3,393)
Experience adjustment on Plan Liabilities - 60 111 (265)
v) Summary of Actuarial Assumptions :
Particulars Current Year (%) Previous Year (%)
Discount Rate 8.15 7
Salary Escalation Rate 5 5
Attrition Rate Age (Years):
21-44 Years 2 2
45 & Above 1 1
Mortality in service Published rates under the LIC (1994-96) mortality tables
Mortality in retirement UK published PA (90) annuity rates
Retirement Age Varies between 55 to 60
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Taj SATS Air Catering Ltd.
Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
b. Details of Gratuity Plans are as follows
i. Amount to be recognised in Balance Sheet and Movement in net liability
Rs. '000
As at As at
Particulars
31.03.2010 31.03.2009
Present Value of Funded Obligation 169,077 164,851
Fair value of Plan Assets (183,251) (125,797)
Amount not recognized as an (Limit an Para 59(b)) 243 Nil
Net (Asset) / Liability recognised in the Balance Sheet (13,931) 39,054
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Subsidiaries Accounts 2009-2010
Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
v. Description of Plan Assets :
Rs. '000
Particulars Current Year Previous Year
Insurer Managed Funds - Equity 17 15
Insurer Managed Funds - Debt 82 84
Balance in current account with scheduled Bank 1 1
Other - -
Benefits Paid (9,404) (2,739)
vi. Experience Adjustments :
Rs. '000
Particulars Year Ended
31 Mar 06 31 Mar 07 31 Mar 08 31 Mar 09 31 Mar 10
Defined Benefit Obligation 103,515 111,207 141851 164,851 169,077
Plan - Assets 99,432 118,184 125797 125,797 183,251
Deficit / Sirplus (4,083) 7,023 (39,054) (39,054) 14,174
Experience Adjustment on Plan
- 6,212 (5,181) (5,181) 8393
Liabilities
Experience Adjustment on Plan
- 7,860 (22,531) (22,534) 18339
Assets
vii. Summary of Actuarial Assumptions :
Rs. '000
Particulars Current Year Previous Year
Discount Rate 8.15 7
Expected Rate of Return on Assets 7.50 7.50
Salary Escalation Rate 5 5
Attribution Rate Age (Years) : - -
21+44 Years 2 2
35 & Above 1 1
Mortality Published rates under the LIC (1994-96)
mortality tables
Retirement age Varies between 55 to 60
All of the above information is as certified by the Actuary and accepted by the auditors.
(b) The estimates of future salary increase, considered in actuarial valuation, take account of inflation,
seniority, promotion and other relevant factors.
(c) Expected rate of return on plan assets is taken on the basis of the average long term rate of return expected
on investments of the Gratuity Fund during the estimated term of the obligation.
(d) The Company has recognised the following amounts in the Profit and Loss Account under Company’s
contribution to Provident Fund and other funds:
Rs. ‘000
Particulars Current Year Previous Year
Provident Fund 14,653 14,096
Superannuation Fund 1,955 5,987
Total 16,608 20,083
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Taj SATS Air Catering Ltd.
23. The figures in respect of the previous year have been regrouped wherever necessary.
24. All figures are rounded off to the nearest rupees thousands.
For and on behalf of the Board
Mehernosh Kapadia Anil P. Goel
Managing Director Director
Mohit Gupta
General Manager Finance
Mumbai, 17th May, 2010 & Company Secretary
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Roots Corporation Limited
Board of Directors
Raymond N. Bickson
Anil P. Goel
Ajoy Kumar Misra
Prabhat Pani
Company Secretary
Dhanraj Mulki
Auditors
M/s. Deloitte Haskins & Sells
Chartered Accountants
Bankers
Axis Bank Limited
ICICI Bank Limited
State Bank of India
Registered Office
Godrej & Boyce Complex,
Gate No. 8, Plant No. 13 Office Building,
Vikroli (East),
Mumbai - 400 079
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Subsidiaries Accounts 2009-2010
DIRECTORS' REPORT
TO THE MEMBERS
The Directors have pleasure in presenting the 7th Annual Report of the Company together with the Audited Profit and
Loss Account for the year ended March 31, 2010 and the Balance Sheet as at that date.
FINANCIAL RESULTS
2009-10 2008-09
Particulars Rs '000 Rs '000
Total income 582,307 388,354
less: Operating expenses 478,345 395,749
Profit / (loss) before Exceptional Items 103,962 (7,395)
Exceptional Items
Profit on disposal of a hotel 57,224 -
Profit / (loss) before interest, depreciation and tax 161,186 (7,395)
less: Depreciation 108,460 75,201
less: Interest (net) 76,850 138,549
Loss before tax (24,124) (221,145)
less: Provision for fringe benefit tax - 1,960
Loss after tax (24,124) (223,105)
INCOME
The Company generated total income of Rs. 582,307 thousand which was 50 % higher than in 2008-09 primarily due
to improved occupancy and addition of 4 new Ginger hotels during the year. The majority of the Company’s income
is from room sales which accounts for 92% of total income.
EXPENSES
The total operating expenditure of the Company was Rs. 478,345 thousand, 21% higher than 2008-09 due to the
increased scale of operations during the year.
Depreciation for the year of Rs. 108,460 thousand was 44% higher than previous year and net interest cost of
Rs. 76,850 thousand was 45% lower than 2008-09.
BUSINESS OVERVIEW
Operations
2009-10 has seen a further rise in the presence of Ginger hotels across the country. Four properties have been added
since April, 2009. The Durgapur property was sold on 26 November, 2009 pursuant to the approval by the members
at the extraordinary general meeting on 16 November, 2009 yielding a profit on disposal of Rs. 5.72 crores. The
Company had a year-end inventory of 20 hotels (with a room inventory of approximately 1,985 rooms) and in addition
one hotel under Management contract, with a room inventory of 54.
Due to heightened security situation, your Company has deployed hand-held metal detectors at all Ginger locations,
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Roots Corporation Limited
while a Baggage screening scanner has been installed at Ginger Rail Yatri Niwas, New Delhi, in view of the vulnerability
of the location.
In recent months, your Company has been focusing upon offering of improved F&B services to customers. Besides
a tie-up with new F&B specialized players such as Foodies et al and Khaaja Chhowk for the new properties in Pune-
Wakad and Surat respectively, which has led to extremely positive feedback from customers, your Company has
identified other parties like Delhi Durbar, Foodlinks, Nirulas and Anjappars for future partnership options.
Nine Ginger units are now certified under HACCP norms, and an additional ten units have successfully completed the
first stage audit as per Food Safety guidelines. All new hotels have commenced operations with Tata-Sky as the head-
end TV content partner, starting with Jamshedpur and Surat. Ginger Guwahati and Ahmedabad are now classified as
3-Star hotels.
With a view to establish credentials on its high environment-consciousness, your Company’s new hotel in Chennai is
likely to be the first hotel in India in which will exclusively use LED lamps in place of the currently-used CFL lamps.
Use of re-cycled water from the Sewage Treatment Plant has been made mandatory for gardening purposes in those
hotels which have a garden patch.
Expansion
Your Company had 21 operational hotels on March 31, 2010, at Bangalore, Haridwar, Bhubaneswar, Mysore,
Trivandrum, Pune-Pimpri, Nashik, Agartala, Pondicherry, Baroda, Pant Nagar, New Delhi, Panaji (Goa), Ludhiana,
Ahmedabad, Mangalore, Guwahati, Jamshedpur, Pune-Wakad, Surat and Durg. Further projects are at various stages
of construction at Chennai, Indore, Delhi (Vivek Vihar), Bangalore (Koramangala), Manesar and Tirupur.
Your Company has continued to use a flexible business model to proliferate across India - While Jamshedpur and
Guwahati hotels have been green-field projects on leased land, the Surat property consists of the lease of a bare-shell
built by the land-owner to Ginger specifications. Your Company has also signed Management contracts for Ginger
hotels in Lucknow, Chandigarh and Amritsar.
DIVIDEND
Consequent to the loss incurred during the financial year, no dividend is proposed.
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Subsidiaries Accounts 2009-2010
BORROWING
As at 31 March 2010, your Company had an outstanding balance of Rs 908,790 thousand on the SBI Term Loan. In
addition the Company had short term interCompany borrowings of Rs 433,500 thousand.
CAPITAL EXPENDITURE
During the year under review, the Company incurred Rs 613,631 thousand towards capital expenditure.
DIRECTORS
In accordance with the Companies Act, 1956, and the Articles of Association of the Company, one of your Directors,
viz., Mr. Ajoy Kumar Misra retires by rotation, and is eligible for re-appointment.
AUDITORS
The auditors in their report have made certain observations which are self explanatory, and therefore, in the opinion of
the directors do not call for any further explanation.
The members are requested to re-appoint M/s Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad as
Auditors for 2010-11 and authorize the Board of Directors to fix their remuneration.
AUDIT COMMITTEE
Pursuant to the provisions of Section 292A of the Companies Act, 1956, the Company has an Audit Committee. The
Committee comprises of Mr. Raymond N. Bickson, Mr. Anil P. Goel and Mr. Ajoy K. Misra.
CONSERVATION OF ENERGY
Ginger hotels have been designed to optimise the utilisation of energy and reduce energy costs.
EMPLOYEES
As required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules 1975, a statement of information relating to employees has been given in the Annexure to the Report and forms
a part of it.
The Board places on record its appreciation to all the employees of the Company for their efforts during the period
under review.
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Roots Corporation Limited
3. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities to the best of its knowledge and ability. There are however, inherent
limitations, which should be recognised while relying on any system of internal controls and records; and
4. It has prepared the annual accounts on a going concern basis.
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Subsidiaries Accounts 2009-2010
Auditors' Report
TO THE MEMBERS OF ROOTS CORPORATION LIMITED
1. We have audited attached Balance Sheet of ROOTS CORPORATION LIMITED ("the Company") as at 31st
March, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on
that date, both annexed thereto. These financial statements are the responsibility of the Company's Management.
Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts
and the disclosures in the financial statements. An audit also includes assessing the accounting principles used
and the significant estimates made by the Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in
terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. Without qualifying our opinion, we invite attention to Note 12(3) of Schedule 9 regarding managerial
remuneration which is subject to Central Government approval.
5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:
i) we have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit;
ii) in our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;
iii) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are
in agreement with the books of account;
iv) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with
by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956;
v) in our opinion and to the best of our information and according to the explanations given to us, the said
accounts give the information required by the Companies Act, 1956, in the manner so required and give a
true and fair view in conformity with the accounting principles generally accepted in India;
a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;
b) in the case of the Profit and Loss Account, of the loss of the Company for the year ended on that date
and
c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that
date.
6. On the basis of the written representations received from the Directors as on 31st March, 2010 and taken on
record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from
being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Registration No. 117365W)
Z. F. Billimoria
Partner
Mumbai, 11th May, 2010 (Membership No. 42791)
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Roots Corporation Limited
i) Having regard to the nature of the Company's business / activities / result / transactions etc., clauses (ix), (xiii),
(xiv), (xv), (xvi), (xix), (xx) and (xxi) of CARO are not applicable.
ii) In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of the fixed assets.
b) The fixed assets were physically verified during the year by the Management in accordnace with a regular
programme of verification which, in our opinion, provides for physical verification of all the fixed assets at
reasonable intervals. According to the information and explanation given to us, no material discrepancies
were noticed on such verification.
c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed
assets of the Company and such disposal has, in our opinion, not affected the going concern status of the
Company.
iii) In respect of its inventory:
a) As explained to us, the inventories were physically verified during the year by the Management at reasonable
intervals.
b) In our opinion and according to the information and explanation given to us, the procedures of physical
verification of inventories followed by the Management were reasonable and adequate in relation to the
size of the Company and the nature of its business.
c) In our opinion and according to the information and explanations given to us, the Company has maintained
proper records of its inventories and no material discrepancies were noticed on physical verification.
iv) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered
in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and
explanations given to us:
a) The Company has granted loans aggregating Rs. 100,000 thousand to one party during the year. At the
year-end, the outstanding balances of such loans aggregated Rs. Nil and the maximum amount involved
during the year was Rs. 100,000 thousand (number of party-one).
b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not
prejudicial to the interests of the Company.
c) The receipts of principal amounts and interest have been regular.
v) In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered
in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and
explanations given to us:
a) The Company has taken loans aggregating Rs. 225,000 thousand from three parties during the year. At the
year-end, the outstanding balance of such loans taken aggregated Rs. 178,500 thousand and the maximum
amount involved during the year was Rs. 225,000 thousand (number of parties - three).
b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not
prejudicial to the interests of the Company.
c) The payments of principal amounts and interest in respect of such loans are regular / as per stipulations.
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Subsidiaries Accounts 2009-2010
vi) In our opinion and according to the information and explanations give to us, there is an adequate internal control
system commensurate with the size of the Company and the nature of its business with regard to purchases
of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not
observed any major weakness in such internal control system.
vii) To the best of our knowledge and belief and according to the information and explanations given to us, there are
no transactions which are required to be entered in the Register maintained under Section 301 of the Companies
Act, 1956.
viii) According to the information and explanations given to us, the Company has not accepted any deposit from the
public within meaning of Sections 58A & 58AA or any other relevant provisions of the Companies Act, 1956.
ix) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants
appointed by the Management have been commensurate with the size of the Company and the nature of its
business.
x) According to the information and explanations given to us in respect of statutory dues:
a) The Company has generally been regular in depositing undisputed dues, including Provident Fund,
Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other
material statutory dues applicable to it with the appropriate authorities.
b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Cess and
other material statutory dues in arrears as at 31st March, 2010 for a period of more than six months from
the date they became payable, except luxury tax dues of Rs. 29,371 which has since been paid.
c) There were no dues of Income Tax, Service Tax, Custom Duty and Cess which were disputed.
xi) The accumulated losses of the Company at the end of the financial year are less than fifty percent of its net worth
and the Company has not incurred cash losses in the financial year. However, the Company had incurred cash
losses in the immediately preceeding financial year.
xii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in
the repayment of dues to a bank.
xiii) In our opinion and according to the information and explanations given to us, the term loans have been applied
for the purposes for which they were obtained.
xiv) In our opinion and according to the information and explanations given to us and on an overall examination of
the Balance Sheet, we report that funds raised on short-term basis amounting to Rs. 422,390 thousand have been
used during the year for long-term investment.
xv) To the best of our knowledge and according to the information and explanations given to us, no fraud by and on
the Company has been noticed or reported during the year.
Z. F. Billimoria
Partner
(Membership No. 42791)
Mumbai, 11th May, 2010
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Roots Corporation Limited
In terms of our report attached. For and on behalf of the Board of Directors
For DELOITTE HASKINS & SELLS Raymond N Bickson
Directors
Chartered Accountants Anil P. Goel
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Subsidiaries Accounts 2009-2010
Profit and Loss Account for the year ended 31st March, 2010
Rs.'000
Schedule Current Year Previous Year
INCOME
Rooms, Restaurants and Other Income 7 582,307 388,354
EXPENDITURE
Operating and General Expenses 8 513,403 463,779
Depreciation/ Amortisation 108,460 75,201
Interest (net) (Refer Note 7 of Schedule 9) 76,850 138,549
TOTAL EXPENDITURE 698,713 677,529
Less : Expenditure, other than interest, during construction period
35,058 68,030
transferred to fixed assets
663,655 609,499
LOSS BEFORE EXCEPTIONAL ITEM & TAX (81,348) (221,145)
Exceptional Item (Refer Note 16 of Schedule 9) 57,224 -
LOSS BEFORE TAX (24,124) (221,145)
Less : Provision for fringe benefit tax (includes interest Rs. NIL;
- 1,960
Previous Year Rs. 4 thousand)
LOSS AFTER TAX (24,124) (223,105)
Add : Loss brought forward from previous year (447,463) (224,358)
Loss carried forward (471,587) (447,463)
Basic and diluted earnings per share (Rs.) (2.08) (4.73)
(Refer Note 17 of Schedule 9)
Face value per share (Rs.) 10 10
The accompanying notes form an integral part of the Profit and Loss
9
Account
In terms of our report attached. For and on behalf of the Board of Directors
For DELOITTE HASKINS & SELLS Raymond N Bickson
Directors
Chartered Accountants Anil P. Goel
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Roots Corporation Limited
Cash Flow Statement for the year ended 31st March, 2010
Rs.'000
Current year Previous year
CASH FLOW FROM OPERATING ACTIVITIES
Net loss before tax (24,124)
Adjustments For :
Interest expense (net) 76,850 138,549
Depreciation 108,460 75,201
Provision for Doubtful debts and Advances 1,000 4,381
Provision for employee benefits 2,900 851
Loss on sale of fixed assets 834 221
Profit on Sale of a Hotel (57,224) -
132,820 219,203
Operating profit /(loss)before working capital changes 108,696 (1,942)
Adjustments For :
Trade Receivables (19,585) (6,099)
Loans and Advances (14,621) (390)
Inventories (3,430) (4,875)
Trade Payable 38,851 19,923
1,215 8,559
Cash generated from operations 109,911 6,617
Direct taxes paid (7,718) (8,583)
Net cash from/ (used in) operating activities 102,193 (1,966)
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets (Includes Capital Work-in-progress) (515,446) (537,278)
Sale of fixed assets 404 297
Proceeds from Sale of a Hotel 159,875 -
Deposits placed with the Companies (160,000) (310,000)
Deposits repaid by the Companies 145,000 -
Long Term Deposits placed (12,621) (17,740)
Interest received on deposits 22,740 3,629
Net cash used in investing activities (360,048) (861,092)
CASH FLOW FROM FINANCING ACTIVITIES
Interest paid (Net of Interest Capitalised) (107,880) (176,623)
Proceeds from long term borrowings 433,500 -
Repayment of long term borrowings (80,000) (20,000)
Repayment of Finance Lease (76) (171)
Repayment of short term borrowings - (505,000)
Preference Share Capital Issued - 1,400,000
Net cash from financing activities 245,544 698,206
Net decrease in cash and cash equivalents (12,311) (164,852)
Opening Cash and cash equivalents - as per Schedule 5 44,007 208,859
Closing Cash and cash equivalents - as per Schedule 5 31,696 44,007
12,311 164,852
In terms of our report attached. For and on behalf of the Board of Directors
For DELOITTE HASKINS & SELLS Raymond N. Bickson
Directors
Chartered Accountants Anil P. Goel
Z. F. Billimoria Prabhat K. Pani
Partner Whole Time Director
& Chief Executive Officer
Mumbai, 11th May, 2010 Dhanraj Mulki
Company Secretary
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Subsidiaries Accounts 2009-2010
115
Roots Corporation Limited
1 Buildings include Rs. 445,980 thousand (Previous Year Rs. 514,139 thousand) constructed on leasehold land.
2 During the year, Leasehold Land at Whitefield Bangalore amounting to Rs. 12,995 thousand which had been leased from The Karna-
taka Industrial Areas Development Board has been transferred in the name of the Company consequent to fulfilment of the conditions
and accordingly the same is reclassified as a Freehold Land.
3 Includes assets taken on finance lease ; Gross Block Rs. Nil (Previous Year Rs. 500 thousand), Accumulated Depreciation Rs. Nil
(Previous Year Rs. 120 thousand), Depreciation for the year Rs. Nil ( Previous Year Rs. 52 thousand ) & Net Block Rs. Nil (Previous
Year Rs. 380 thousand).
4 Capital Grants amount to Rs. 32,143 thousand (Previous Year Rs. 32,143) relating to certain Hotel projects has been reduced from
the Gross value of Fixed Assets.
5 Deduction to Leasehold Land in the previous year is due to reclassification.
6 Previous years deduction to hotel building includes Rs. 2,160 thousand due to reclassification.
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Subsidiaries Accounts 2009-2010
117
Roots Corporation Limited
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Subsidiaries Accounts 2009-2010
119
Roots Corporation Limited
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121
Roots Corporation Limited
122
Subsidiaries Accounts 2009-2010
(b) The Company has taken long term operating leases, which are non-cancellable, for office and other premises
on which it operates hotels. The total future minimum lease payments in respect thereof are as under:
123
Roots Corporation Limited
124
Subsidiaries Accounts 2009-2010
125
Roots Corporation Limited
Notes:
1. In view of the fact that the Company has not paid any commission to the Directors, computation of profit in
accordance with Section 349 of the Companies Act, 1956 is not furnished.
2. The above excludes provision for compensated absence and contribution to Gratuity, which are determined
through actuarial valuation and provided on an overall basis for the Company.
3. The remuneration paid during the year to the Whole-time Director with effect from 26th October, 2009
amounting to Rs. 2,952 thousand is subject to the approval of Government of India for which a formal
application has been made.
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Subsidiaries Accounts 2009-2010
Raymond N. Bickson
Anil P. Goel
Directors
Prabhat Pani
Whole-time Director & Chief
Executive Officer
Dhanraj Mulki
Company Secretary
Mumbai, 11th May, 2010
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Roots Corporation Limited
I Registration Details
Registration Number 143639 State Code
Balance Sheet Date 31 March, 2010 11
Sources of Funds
Paid-up Capital Reserves & Surplus
1,910,000 NIl
Application of Funds
Net Fixed Assets Investments
2,517,427 Nil
Accumulated Loans
471,587
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Subsidiaries Accounts 2009-2010
BOARD OF DIRECTORS:
Mr. Niyant Maru Director
Mr. P. K. Bhatia Director
Mr. V. Mohan Director
Mr Sumit Zaveri Director
Audit Committee :
Mr. Niyant Maru Chairman
Mr. V. Mohan
Mr. Sumit Zaveri
Auditors :
M/s. Price Waterhouse
Chartered Accountants
Bankers:
State Bank of India
ICICI Bank
Federal Bank
HDFC Bank Limited
Registered Office:
Mandlik House,
Mandlik Road,
Mumbai 400 001.
129
Residency Foods & Beverages Limited
DIRECTORS' REPORT
TO THE MEMBERS,
The Directors hereby present the 21st Annual Report of the Company together with the Audited Statements of Account
for the year ended March 31, 2010.
1. OPERATIONS AND FINANCIAL RESULTS
The Company has earned operations income of Rs. 4.77 crores in the year under review against Rs. 33.52 crores
last year.
The Company has however incurred a loss after tax of Rs.0.84 crores during the year under review against a
corresponding loss of Rs.0.09 crores incurred last year.
The Company’s subsidiary - Innovative Foods Limited (IFL) was restructured pursuant to an Order dated December
08, 2006 of Board for Industrial and Financial Reconstruction (“BIFR”). On subsequent implementation of BIFR
order, the Promoters’ Shareholding in IFL had exceeded 92% of the paid-up share capital of the Company thus
resulting in the non compliance of the listing norm for minimum public shareholding. IFL had thus subsequently
applied to BIFR to allow the de-listing of the shares of IFL from all the stock exchanges and BIFR vide its order
dated August 11, 2009 allowed IFL to delist its shares on payment of exit price calculated as per SEBI (Delisting
of Securities) Guidelines 2003 or at Rs. 34.50 per share, whichever is higher, to the public shareholders of IFL.
The exit price determined by Fortress Capital Management Services Private Limited, Merchant Banker, based on
SEBI (Delisting of Securities) Guidelines 2003 was arrived at Rs. 27.86 per share and hence the exit price to be
offered to the public shareholders of IFL is Rs. 34.50 per share as per BIFR order. The Exit offer thus given by
the Company to the shareholders of IFL was completed successfully on February 28, 2010 and the shares of IFL
were delisted from all the stock exchanges except Delhi Stock Exchange for which application has been made
by the Company for delisting. On receipt of the delisting approval from Delhi Stock Exchange, the shares of IFL
will stand delisted from all stock exchanges.
2. DIRECTORS
In accordance with the Companies Act, 1956 and the Articles of Association of the Company, one of your
Directors viz. Mr. V. Mohan retires by rotation and is eligible for re-appointment. The Board commends his
appointment as Director of the Company.
3. AUDITORS
M/s. Price Waterhouse, Chartered Accountants the retiring Auditors have expressed their inability to be
reappointed. Accordingly, the Members are requested to appoint M/s. SNB Associates, Chartered Accountants,
as Auditors for the year 2010-2011 other than the retiring auditors.
Your Directors also desire to place on record their appreciation for the assistance and co-operation received by
the Company from the Bankers of the Company.
4. ENERGY CONSERVATION, TECHNOLOGY TRANSFER AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
As required under Section 217 (1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure
of particulars in the Report of Board of Directors) Rules, 1988, F.O.B. value of exports earning (on accrual basis)
Rs. 2,76,69,267/- (Previous Year: Rs. 270,468,433). The expenditure in Foreign Currency for the year 2009-10
is Rs. Nil (Previous Year: Rs. 1,153,384)
5. EMPLOYEES
As required by Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules 1975, the Company does not have any employees who are covered under this provision.
130
Subsidiaries Accounts 2009-2010
Niyant Maru
Director
Mumbai : May 20, 2010
Registered Office:
Mandlik House,
Mandlik Road,
Mumbai 400 001.
131
Residency Foods & Beverages Limited
132
Subsidiaries Accounts 2009-2010
(b) In our opinion, proper books of account as required by law have been kept by the Company so far as
appears from our examination of those books;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in
agreement with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this
report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;
(e) On the basis of written representations received from the directors, as on March 31, 2010 and taken on
record by the Board of Directors, none of the directors is disqualified as on March 31, 2010 from being
appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;
(f) Subject to our comments in Paragraph 4 above, in our opinion and to the best of our information and
according to the explanations given to us, the said financial statements together with the notes thereon
and attached thereto and read with our comments in paragraph 5 above give, in the prescribed manner, the
information required by the Act, and give a true and fair view in conformity with the accounting principles
generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;
(ii) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
Vilas Y. Rane
Partner
Membership No.: F-33220
For Price Waterhouse
Chartered Accountants
Firm Registration Number : 012754N
Place: Mumbai
Date: May 20, 2010
Address
252, Veer Savarkar Marg
Shivaji Park, Dadar
Mumbai-400 028.
133
Residency Foods & Beverages Limited
134
Subsidiaries Accounts 2009-2010
(b) According to the information and explanations given to us and the records of the Company examined by us,
there are no dues of provident fund, employees’ state insurance, income tax, sales tax, excise duty, customs
duty and cess which have not been deposited on account of any dispute as on March 31, 2010 except as
follows:
Name of the Nature of dues Amount in Rupees Period to which the Forum where the
statute amount relates dispute is pending
Central Excise Excise Duty 52,100,000 March 1994 to CESTAT , New Delhi
and Tariff Act (including penalty of January 1995
Rs. 26,000,000)
Central Excise Excise Duty 20,700,000 March 1994 to Commissioner Central
and Tariff Act (Modvat) January 1995 Excise, Allahabad
Demand
Central Excise Excise Duty 2,974,500 September 1994 to Commissioner (Appeal)
and Tariff Act (Modvat) November 1994 Central Excise,
Demand Allahabad
U.P. Trade Tax Sales Tax 27,288,000 Financial year Lucknow Bench of
Act Demand 1990-91 to 1992-93 Allahabad High Court
U.P. Trade Tax Sales Tax 206,000 Financial year Deputy Commissioner
Act Demand 1993-94 (Sales Tax)
10. The accumulated losses of the Company as on the balance sheet date are not more than fifty percent of its
net worth. The Company has incurred cash losses during the financial year and in the immediately preceding
financial year.
11. On the basis of our examination and according to the information and explanations given to us, the Company has
not taken any loans from financial institutions, banks or debenture holders.
12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares,
debentures and other securities.
13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not
applicable to the Company.
14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.
15. In our opinion and according to the information and explanations given to us, the Company has not given any
guarantee for loans taken by others from banks or financial institutions during the year.
16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans
have been applied for the purposes for which they were obtained.
17. According to the information and explanations given to us, and on an overall examination of the balance sheet
of the Company, we report that the Company, as at March 31, 2010, has used short term funds of Rs. 52,252,490
for long-term purposes.
18. The Company has not made any preferential allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Act during the year.
19. The Company did not have any outstanding debentures during the year.
135
Residency Foods & Beverages Limited
20. The Company has not raised any money by public issues during the year.
21. During the course of our examination of the books and records of the Company, carried out in accordance with
the generally accepted auditing practices in India, and according to the information and explanations given to us,
we have neither come across any instance of fraud on or by the Company, noticed or reported during the year,
nor have we been informed of such case by the Management.
Vilas Y. Rane
Partner
Membership No.: F-33220
For Price Waterhouse
Chartered Accountants
Firm Registration Number: 012754N
Place: Mumbai
Date: May 20, 2010
136
Subsidiaries Accounts 2009-2010
As per our attached report of even date For Residency Foods & Beverages Limited
For Price Waterhouse
Chartered Accountants
Firm Registration Number: 012754N
Niyant Maru
Directors
Vilas Y. Rane Sumit Zaveri
Partner
Membership No. : F-33220
Mumbai: May 20, 2010
137
Residency Foods & Beverages Limited
Profit and Loss Account For The Year Ended March 31, 2010
(Amount in Rs.)
For the year For the year
INCOME Schedule ended March ended March
31, 2010 31, 2009
Sale of marine products 32,741,367 285,854,323
Other income G 14,920,589 49,402,562
47,661,956 335,256,885
EXPENDITURE
Materials consumed H 27,722,322 256,328,151
Manufacturing, administrative and other expenses I 15,091,955 63,616,400
Depreciation 46,781 53,491
Interest and finance charges J 13,164,712 16,133,176
56,025,770 336,131,218
Profit / (Loss) before tax for the year (8,363,814) (874,333)
Profit / (Loss) for the year before tax from continuing operations (455,422) 413,084
(Refer Note 2 of Schedule K)
Less: Fringe benefit tax - -
Profit / (Loss) for the year after tax from continuing operations (455,422) 413,084
Profit / (Loss) for the year before tax from discontinuing operations (7,908,392) (1,287,417)
(Refer Note 2 of Schedule K)
Less: Fringe benefit tax - 89,950
Profit / (Loss) for the year after tax from discontinuing operations (7,908,392) (1,377,367)
Profit / (Loss) after tax (8,363,814) (964,283)
Add:Balance of (loss) brought forward as on April 1 (51,567,866) (50,603,583)
Balance of (loss) carried to the Balance Sheet (59,931,680) (51,567,866)
Basic And Diluted Earnings Per Share (0.44) (0.05)
(Refer Note 16 of Schedule K)
Significant accounting policies and notes to accounts K
Schedules referred to above form an integral part of the Accounts
As per our attached report of even date For Residency Foods & Beverages Limited
For Price Waterhouse
Chartered Accountants
Firm Registration Number: 012754N
Niyant Maru
Director
Vilas Y. Rane Sumit Zaveri
Partner
Membership No. : F-33220
Mumbai: May 20, 2010
138
Subsidiaries Accounts 2009-2010
Cash Flow Statement for the year ended March 31, 2010
(Amount in Rs.)
2009-10 2008-09
Rupees Rupees Rupees Rupees
Cash Flow From Operating Activities
Net Profit / (Loss) Before Tax (8,363,814) (874,333)
Adjustments For :
Depreciation 46,781 53,491
Interest and finance charges 13,164,712 16,133,176
Interest income (9,196,490) (2,737,466)
4,015,003 13,449,201
Operating profit / (loss) before working capital
(4,348,811) 12,574,868
changes
Adjustments For :
(Increase) / decrease in Inventories 27,146,877 (6,974,361)
(Increase) / decrease in Debtors 41,637,433 (21,287,315)
(Increase) / decrease in Loans and advances 17,615,430 (12,480,842)
Increase / (decrease) in Current liabilities (6,334,669) (1,705,787)
80,065,071 (42,448,305)
Cash generated from / (used in) operations 75,716,260 (29,873,437)
Taxes Paid (1,581,919) (690,854)
Net Cash From/ (used in) Operating Activities 74,134,341 (30,564,291)
Cash Flow From Investing Activities
Purchase of Fixed Assets - (719,773)
Sale of Fixed Assets 729,067 -
Purchase of Investments (5,147,607) -
Loans and advances to subsidiary (20,000,000) (72,300,000)
Net Cash From /(used in) Investing Activities (24,418,540) (73,019,773)
Cash Flow From Financing Activities
Interest Paid (5,026,895) (16,133,175)
Interest received 9,027,061 2,597,817
Proceeds / (repayment) of Loans (net) (49,500,000) 112,761,933
Net Cash From /(used in) Financing Activities (45,499,834) 99,226,575
Net Increase / (Decrease) In Cash and Cash
4,215,967 (4,357,489)
Equivalents
Cash and cash equivalents - opening balance 3,596,408 7,953,897
Cash and cash equivalents - closing balance 7,812,375 3,596,408
Note:
1. The above cash flow statement has been prepared under the ‘Indirect Method’ as set out in the Accounting
Standard – 3 on Cash Flow Statements, as specified in the Companies (Accounting Standards) Rules, 2006.
2. Previous year figures have been regrouped/restated where necessary.
As per our attached report of even date For Residency Foods & Beverages Limited
For Price Waterhouse
Chartered Accountants
Firm Registration Number: 012754N
Niyant Maru
Directors
Vilas Y. Rane Sumit Zaveri
Partner
Membership No. : F-33220
Mumbai: May 20, 2010
139
Residency Foods & Beverages Limited
Schedule B
(Amount in Rs.)
Unsecured loans As at March 31, 2010 As at March 31, 2009
Short term loans:
From the Holding company 3,000,000 20,700,000
(Of the above, Rs.2,500,000 (P.Y. RS 2,500,000) is repayable on
demand without interest)
From companies 130,200,000 162,000,000
133,200,000 182,700,000
Schedule C
(Amount in Rs.)
GROSS BLOCK DEPRECIATION NET BLOCK
Particulars As at Additions Deletions As at Upto For the Deletions Upto As at As at
01.04.2009 31.03.2010 31.03.2009 year 31.03.2010 31.03.2010 31.03.2009
Computers and data
704,943 - 163,078 541,865 473,826 30,992 53,856 450,962 90,903 231,117
processing equipments
Plant and Machinery 1,409,008 - 1,409,008 - 773,374 15,789 789,163 - - 635,634
Furniture and fittings
4,839 - - 4,839 4,839 - - 4,839 - -
and office equipments
Total 2,118,790 - 1,572,086 546,704 1,252,039 46,781 843,019 455,801 90,903 866,751
Previous Year 1,399,017 719,773 - 2,118,790 1,198,548 53,491 - 1,252,039 866,751
140
Subsidiaries Accounts 2009-2010
141
Residency Foods & Beverages Limited
142
Subsidiaries Accounts 2009-2010
Schedule G
(Amount in Rs.)
For the Year ended For the Year ended
Other Income
March 31, 2010 March 31, 2009
143
Residency Foods & Beverages Limited
Schedules forming part of Profit & Loss Account as at March 31, 2010
Schedule H
(Amount in Rs.)
For the Year ended For the Year ended
Materials consumed
March 31, 2010 March 31, 2009
Raw Materials consumed 67,279 250,429,910
Packing Materials consumed 849,468 8,408,601
Consumables and spares 391,927 4,277,763
(Increase)/Decrease in stocks of finished goods:
Opening stock 26,413,648 19,625,525
Less: Closing stock - 26,413,648
26,413,648 (6,788,123)
27,722,322 256,328,151
Schedule I
(Amount in Rs.)
For the Year ended For the Year ended
Manufacturing, Administrative and other expenses
March 31, 2010 March 31, 2009
Deputed employees cost:
Salaries, wages and bonus 801,342 3,312,073
Contribution to provident funds 55,141 229,697
Welfare expenses 159,848 212,030
1,016,331 3,753,800
Processing charges 6,829,478 31,905,807
Freight, forwarding and distribution expenses 2,573,459 17,225,680
Rates and taxes 824,351 1,114,126
Printing, stationery and communication expenses 608,994 766,107
Legal and professional charges 965,970 538,599
Insurance 156,233 2,381,556
Commission to selling agents 177,628 2,690,417
Travelling, conveyance and vehicle expenses 962,783 1,052,261
Loss on foreign exchange fluctuations (net) 256,649 -
Auditors' remuneration
- Audit fees 496,350 450,000
Miscellaneous expenses 223,729 1,738,047
15,091,955 63,616,400
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Subsidiaries Accounts 2009-2010
Schedules forming part of Profit & Loss Account as at March 31, 2010
Schedule J
(Amount in Rs.)
For the Year ended For the Year ended
Interest and finance charges
March 31, 2010 March 31, 2009
Interest on
- Fixed loans 12,819,401 14,506,117
- Others 1,312 261,197
Bank Charges 343,999 1,365,862
13,164,712 16,133,176
145
Residency Foods & Beverages Limited
146
Subsidiaries Accounts 2009-2010
147
Residency Foods & Beverages Limited
The management expects that the above assets and liabilities in respect of the Visakhapatnam facility will
be realized and settled respectively at the carrying values
e) The revenue and expenses in respect of the ordinary activities attributable to the discontinuing operation
are as follows:
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Subsidiaries Accounts 2009-2010
g) The amount of net cash flows attributable to the operating, investing and financing activities of the
discontinuing operation are as follows:
For the year ended For the year ended
Particulars March 31, 2010 March 31, 2009
(Rs.) (Rs.)
Operating activities 82,646,601 (10,271,371)
Investing activities 729,067 (719,773)
Financing activities (4,727,459) 26,926,575
3. Investment in a subsidiary company, Innovative Foods Limited:
a) The Company has long term investment of 8,035,629 (previous year 7,886,423) equity shares in its
subsidiary, Innovative Foods Limited, (the subsidiary or IFL) having carrying value of Rs. 185,222,607
(previous year Rs. 180,075,000). The Company had, on December 18, 2007, entered into an agreement to
sell 7,886,423 equity shares in the subsidiary and has received an advance of Rs. 5,000,000 towards the
same from the prospective buyer. The period of validity of the agreement had expired in January 2008. In
terms of the agreement, if for any reason whatsoever the transaction is not completed the said sum of Rs.
5,000,000 shall stand irrevocably forfeited.
The Company continues to pursue alternative options for sale or divestment. The Company has decided to
retain the said advance in the books even though the period of validity of the agreement had expired as the
ultimate decision as to the refund or forfeiture of the advance is not taken and would require consideration
of commercial or other factors.
b) IFL has been incurring losses and is currently having negative networth. It had been under the process of
implementing scheme as approved by the Board for Industrial and Financial Reconstruction (‘BIFR’) in
an earlier year. During the year, IFL had received approval from BIFR for delisting of its shares from the
Bombay, Cochin, Ahmedabad, Delhi and Kolkata Stock Exchanges. Pursuant to this, the shares of IFL have
been delisted from Bombay, Cochin, Ahmedabad and Kolkata Stock Exchanges. Approval for delisting
from Delhi Stock Exchange is awaited. On receipt of the same, the shares of IFL will stand delisted from
all Stock Exchanges.
c) As a part of delisting, the Company being Promoter of IFL had to give exit offer to public share holders
of IFL at an exit price of Rs. 34.50 per equity shares. During the year, pursuant to said offer, the Company
purchased 149,206 equity shares at value of Rs. 5,147,607. Consequently, the number of shares held by the
Company in IFL has increased from 7,886,423 to 8,035,629 equity shares, representing 69.23% (previous
year 67.94%) of its share holding.
149
Residency Foods & Beverages Limited
150
Subsidiaries Accounts 2009-2010
151
Residency Foods & Beverages Limited
152
Subsidiaries Accounts 2009-2010
153
Residency Foods & Beverages Limited
Previous year comparative figures have not been given as this is the first year in which segment reporting has
become applicable to the Company.
Secondary segment information:
Having regard to the nature of business of the Company, there are no identifiable geographical segments.
154
Subsidiaries Accounts 2009-2010
155
Residency Foods & Beverages Limited
156
Subsidiaries Accounts 2009-2010
157
Residency Foods & Beverages Limited
158
Subsidiaries Accounts 2009-2010
Board of Directors :
Mr. A . J. Tharakan Chairman
Mr. T. Damu
Mr. Ramesh J. Tharakan
Mr. Joseph Kodianthara Independent Director
Mr. M. K. Damodaran Independent Director
Mr. T. Gundan Independent Director
Mr. Niyant Maru
Mr. R. H. Parekh
Company Secretary :
Mohan Jayaraman
Audiors :
PKF Sridhar & Santhanam
Chartered Accountants
Chennai
Registered office :
Chakolas Habitat
A Block, 1 C
Thevara Ferry Road
Cochin - 682 013
Kerala
Banker :
State Bank of India
Overseas Branch
Cochin - 682 003
159
Innovative Foods Limited
DIRECTORS’ REPORT
Dear Members,
Your Directors have pleasure in presenting the 21st Annual Report of your Company along with the Audited Accounts
for the year ended 31st March 2010.
FINANCIAL HIGHLIGHTS
(Rs. in Million)
Year ended Year ended
Particulars 31st March 2010 31st March 2009
Turnover 319.76 268.59
Other Income 5.33 0.76
Profit/(Loss) before depreciation (24.11) (35.40)
Depreciation 10.59 13.03
Profit/(Loss) after depreciation (34.70) (48.43)
Provision for Tax - -
Deferred Tax / Fringe benefit Tax - 0.60
Profit/(Loss) after Taxes (34.70) (49.03)
OPERATIONS AND FUTURE PROSPECTS
The Company achieved a turnover of Rs.319.76 million and after considering the operating expenses ended the year
with a loss of Rs.34.70 million.
The year 2009-10 continued with the downturn that began in the previous year impacting business confidence and
customer sentiments. India, however, managed the situation effectively through government interventions like financial
stimulus and various other policies. Despite government efforts, commodity prices and other input costs continued
to harden. The rising trend of rising input costs especially for raw and packing materials poses significant challenges.
Also these cost increases could only be passed on partially by increased selling prices. Various State Governments
have been increasing VAT Rates on your Company’s products impacting margins further.
Despite the above, your Company has been able to increase Turonver by 19% over previous year, improving EBITDA
(Earnings before Interest, Taxes, Depreciation and Amortisation) by Rs.7.09 million reducing the loss for the year to
Rs.347 lakhs as compared to Rs.484 lakhs for the previous year.
In the ensuing year the Company is focusing on improving sales volumes by focusing on Tier 2 cities and towns,
reemphasized certain cost control initiatives, increase the range of products to Quick Service Restaurants etc which
are likely to benefit over a longer term.
DIVIDEND
Since your Company has not made any profits during the year under review, your Directors have not recommended
any dividend.
FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits from the public during the year under review.
DIRECTORS
In terms of the provisions of the Companies Act, 1956, Mr. T. Damu and Mr. Joseph Kodianthara retire by rotation at
the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.
160
Subsidiaries Accounts 2009-2010
AUDITORS
M/s. PKF Sridhar & Santhanam, Chartered Accountants, Chennai who retire at the conclusion of the forthcoming
Annual General Meeting and being eligible, offer themselves for reappointment.
AUDITOR’S REMARKS
There are no adverse remarks in the Auditors Report.
PERSONNEL
Information of Employees drawing not less than Rs.2,00,000/- per month is required to be provided under Section
217(2A) of the Companies Act, 1956. There being no employee falling in the above category during the year, the same
is not furnished.
APPRECIATION
Your Directors place on record their sincere appreciation of the services rendered by the Employees of the Company.
Your Directors are also grateful to the Shareholders, Collaborators, Board for Industrial and Financial Reconstruction,
Customers and Suppliers of the Company for their continued valuable support.
For and on Behalf of the Board of Directors
Place : Cochin
Date : 17th May, 2010 A. J. Tharakan
Chairman
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Innovative Foods Limited
162
Subsidiaries Accounts 2009-2010
163
Innovative Foods Limited
164
Subsidiaries Accounts 2009-2010
165
Innovative Foods Limited
3) Audit Committee:-
Audit committee Chairman Mr. Niyant Maru was present in the 18th Annual General Meeting held on 18th
September, 2009.
During the year, the Audit Committee was re-constituted on 18th May, 2009 and the committee comprised of
Mr. Niyant Maru, Chairman of the committee and Mr. M. K. Damodaran and Mr. Joseph Kodianthara as its
members. It was reconstituted on 31st October, 2009 and the Committee now comprises of Mr. Niyant Maru,
Chairman of the Committee, Mr. Joseph Kodianthara and Mr. R. J. Tharakan. The Non-Executive Directors
along with the Statutory Auditors and the Head of Finance are the invitees to the meeting. The terms of reference
of the Audit Committee are wide enough to cover all the aspects in accordance with Clause 49 of the Listing
Agreement and Section 292 A of the Companies Act, 1956.
The Committee held 4 meetings on 18/05/2009, 22/07/2009, 31/10/2009 and 29/01/2010 for the year 2009 -
2010. The details of attendance of the members in audit committee meetings is as per table below :
(a) Ceased to be Member w.e.f. 30th January, 2009, reappointed as Member on 18th May, 2009 and ceased to
be Member w.e.f. 31st October, 2009
@ Audit Committee members after reconstitution w.e.f. 31st October, 2009.
(* ) Ceased to be Member w.e.f. 18th May, 2009.
(**) appointed as Member on 31st October, 2009
Mr. Niyant Maru is the Chairman of the Audit Committee since 30th January, 2009.
The terms of reference of the Audit Committee include: -
a) Review of the quarterly and half-yearly financial results with the management.
b) Review with the management and statutory auditors, the annual financial statements before submission
to the Board including the Directors Responsibility Statement, the Accounting Policies and Practices,
significant adjustments made in the financial statements, related party transactions and any qualification in
the draft Audit Report.
c) Review with the management, statutory auditors and the internal auditors the adequacy of internal control
system.
d) To consider the reports of the internal auditors if any and discussion about their findings with the management
and suggesting corrective actions wherever necessary.
e) Overview of the Company’s financial reporting process and disclosure of financial information.
f) Reviewing the Company’s financial and risk management policies.
g) Reviewing the adequacy of the internal audit function.
h) Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for
payment for any other services.
i) Look into the reasons for substantial defaults in payment to the depositors, debenture holders, shareholders
(in case of non-payment of declared dividend) and creditors, if any.
166
Subsidiaries Accounts 2009-2010
j) Authority to investigate into any matter referred to in Section 292A of the Companies Act, 1956.
Details of Equity Shares of the Company held by the Directors are as follows :-
Sl. No. Name of the Director No.of Equity Shares Held
1. Mr. A J Tharakan 571
2. Mr. R J Tharakan 11
4) Shareholders’ Committee :-
The Shareholders’ Committee comprises Mr. Niyant Maru as its Chairman and Mr. T. Damu as its other member.
Mr. Mohan Jayaraman, Chief Finance Officer cum Company Secretary, is the Compliance Officer and the
Secretary of the Committee. The Committee looks after complaints of Shareholders and investors concerning
transfer/ transmission of shares, non-receipt of Annual Reports etc.
The Board of Directors of the Company has delegated the authority to approve transfer of shares to the Shareholders
Committee. The shareholders of the Company as per the SEBI guidelines are serviced by M/s. Intergrated
Enterprises (India) Limited, No.1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai 600 017.
The transfers received by the Company are processed and transferred within 21 days of the receipt. In case
the transfers are not effected within 21 days, acknowledgements are sent to the Shareholders confirming the
receipt of Share Transfer applications. All requests for dematerialisation of shares are likewise processed and
confirmation thereof is conveyed to the investors and depository participants within 15 working days of receipt
thereof. The Committee also monitors redressal of investors’ grievances. Particulars of investors grievances
received and redressed are as under:-
Type of complaint Received during Redressed during Pending as on
167
Innovative Foods Limited
168
Subsidiaries Accounts 2009-2010
169
Innovative Foods Limited
170
Subsidiaries Accounts 2009-2010
171
Innovative Foods Limited
Place : Kochi
Date : May 17, 2010
172
Subsidiaries Accounts 2009-2010
173
Innovative Foods Limited
174
Subsidiaries Accounts 2009-2010
175
Innovative Foods Limited
Chartered Accountants
S. RAMAKRISHNAN
Membership No.: 18967
Place : Mumbai Firm Regn No:003990S
Date : 17th May 2010
176
Subsidiaries Accounts 2009-2010
AUDITOR’S REPORT
To
The Members of INNOVATIVE FOODS LIMITED
1. We have audited the attached Balance Sheet of INNOVATIVE FOODS LIMITED, Amalgam House, Bristow
Road, Willingdon Island, Kochi - 682 003 as at 31st March 2010, the Profit and Loss Account and also the Cash
Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on these financial statements based
on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor’s Report)
(Amendment Order), 2004 issued by the Central Government of India in terms of sub-section (4A) of section
227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs
4 and 5 of the said Order.
4. Attention is drawn to note no. 1 dealing with the Company preparing its financial statements on the basis that it
is a going concern in view of the plans of management to revive the Company.
Further to our comments in the Annexure referred to above, we report that:
(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purposes of our audit;
(ii) In our opinion, proper books of account as required by law have been kept by the company so far as appears
from our examination of the books;
(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in
agreement with the books of account;
(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this
report comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956;
(v) On the basis of written representations received from the directors, as on 31st March, 2010 and taken on
record by the Board of Directors, we report that none of the directors are disqualified as on 31st March,
2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the
Companies Act, 1956;
(vi) In our opinion and to the best of our information and according to the explanations given to us, the said
financial statements together with the notes thereon attached thereto, give, in the prescribed manner the
information required by the Companies Act, 1956, and give a true and fair view in conformity with the
accounting principles generally accepted in India:
(a) in the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;
(b) in case of the Profit and Loss Account, of the loss for the year ended on that date; and
(c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
For PKF Sridhar & Santhanam
Chartered Accountants
S. Ramakrishnan
Place: Mumbai Partner
Date: 17th May, 2010 Membership No.: 18967
Firm Regn. No. 003990S
177
Innovative Foods Limited
178
Subsidiaries Accounts 2009-2010
(vii) The Company has an internal audit system commensurate with its size and nature of its business.
(viii) The Company is not required to maintain cost records prescribed by the Central Government under clause (d) of
sub-section (1) of section 209 of the Act.
(ix) (a) According to the information and explanations given to us and the records of the Company examined by us,
the Company has generally been regular in depositing undisputed statutory dues including provident fund,
employees’ state insurance dues, income-tax, Investor Education and Protection Fund, wealth tax, sales
tax, customs duty, excise duty, cess and other material statutory dues applicable to it with the appropriate
authorities except for some minor delays in remittance of service tax. We are informed that there are no
undisputed statutory dues as at the year end, outstanding for a period of more than six months from the
date they became payable except for Sales Tax arrears of Rs. 65,465 pertaining to a demand in July 2009
(Since paid on 27th April, 2010) & Short remittance of Karnataka VAT to the tune of Rs. 341 payable for
the month of May 2009.
(b) According to the information and explanations given to us, and the records of the Company examined by
us, there are no disputed dues of sales tax, wealth tax, service tax, custom duty and cess, which have not
been deposited. The particulars of Income Tax & excise duty as at March 31st 2010 which have not been
deposited on account of dispute are as follows
Name of Statute Nature of the Period for which Amount Forum where
dues it relates to (Rs. in Lakhs) dispute is pending
Income Tax Act Taxes on Income Assessment 1494.88 CIT (Appeals)
Year - 2007-08
Central Excise & Excise duty 2003-04 42.31 Supreme Court of
Tariff Act India
(x) The Company was a sick company as per the Sick Industrial Companies (Special Provisions) Act. The Board
for Industrial and Financial Reconstruction (BIFR) has passed an order dated 8th December, 2006 approving a
scheme of revival, and this scheme is under implementation. The Company’s accumulated losses at the end of
the financial year are more than its net worth. The Company has incurred cash losses during the financial year
ended 31st March, 2010 and in the immediately preceding financial year ended 31st March, 2009.
(xi) According to the records of the Company examined by us and on the basis of information and explanations given
to us, the Company has not defaulted in repayment of dues to banks and financial institutions during the year.
(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares,
debentures and other securities, accordingly paragraph 4 (xii) of the Order is not applicable.
(xiii) The Company is not a chit fund / nidhi / mutual benefit fund / society to which the provisions of special statute
relating to chit fund are applicable, accordingly paragraph 4 (xiii) of the Order is not applicable.
(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4
(xiv) of the Order is not applicable.
(xv) According to the information and explanations given to us, the Company has not given any guarantee during the
year for loans taken by others from banks or financial institutions.
(xvi) In our opinion and according to the information and explanations given to us, term loans were applied for the
purpose for which the loans were obtained.
179
Innovative Foods Limited
(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet
of the Company, we report that, during the year, short-term funds have been used to finance long-term
investment.
(xviii) The Company has not made any preferential allotment of shares during the year.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money by way of public issue during the year.
(xxi) Based upon the audit procedures performed and information and explanations given by the management, we
report that no fraud on or by the Company has been noticed or reported during the year ended 31st March 2010.
(S. Ramakrishnan)
Place: Mumbai Partner
Date: 17th May 2010 Membership No.: 18967
Firm Regn. No.: 003990S
180
Subsidiaries Accounts 2009-2010
181
Innovative Foods Limited
Profit and Loss Account for the year ended 31st March 2010
SCHEDULE 31.03.2010 31.03.2009
Rs. Rs.
INCOME
Sales / Income from operations I 319,758,387 268,587,992
Less: Excise Duty - -
Net Sales 319,758,387 268,587,992
Other Income J 5,330,559 762,719
325,088,946 269,350,711
EXPENDITURE
Materials Consumed and purchase of goods K 194,827,615 141,208,476
Manufacturing & Other expenses L 154,858,016 152,821,840
Interest M 19,290,516 17,874,715
Depreciation D 10,587,124 13,033,006
Adjustment due to decrease/(increase) in stock
N (19,772,738) (9,560,690)
of finished goods and work-in-progress
359,790,533 315,377,347
PROFIT/ (LOSS) BEFORE PRIOR PERIOD ITEMS,
(34,701,587) (46,026,636)
EXCEPTIONAL ITEMS AND TAXATION
For and on behalf of Board of Directors As per our Report of even date
For PKF SRIDHAR & SANTHANAM
Chartered Accountants
A. J. Tharakan T. Damu
Chairman & Director Director S. Ramakrishnan
182
Subsidiaries Accounts 2009-2010
Cash Flow Statement for the year ended 31st March 2010
Year ended on Year ended on
31st March 2010 31st March 2009
(In Rs.) (In Rs.) (In Rs.) (In Rs.)
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss Before Tax (34,701,587) (48,435,661)
Adjusted for:
Depreciation for the period 10,587,124 13,033,006
Interest Expenses Considered Separately 19,290,516 17,874,715
Interest Income Considered Separately (458,379) (464,879)
Provision for Doubtful Debts / Advances 624,597 681,614
Loss on sale of Fixed Assets 1,026,438 90,876
Exceptional Items - Impairment Loss - 2,409,025
31,070,296 33,624,357
Operating Profit before Working Capital Changes (3,631,291) (14,811,304)
Adjusted for:
Inventories (26,265,194) (8,521,236)
Debtors (5,523,868) (1,224,018)
Loans and Advances 613,968 530,792
Trade and Other Payables 41,828,267 10,388,440
10,653,173 1,173,977
Cash Used in Operations 7,021,882 (13,637,327)
Taxes Paid (net) 23,179 (543,929)
Net Cash Used in Operating Activities 7,045,061 (14,181,256)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets (4,278,835) (6,441,070)
Proceeds from sale of Fixed Assets 655,150 24,400
Purchase of Investments - -
Interest received 189,031 210,714
Net Cash Used in Investing Activities (3,434,654) (6,205,956)
CASH FLOW FROM FINANCING ACTIVITIES:
Movement in Secured and Unsecured Loans 18,889,258 40,440,038
Interest Paid (19,290,516) (17,874,715)
Fixed Deposit (net additions) (1,903,506) (1,033,306)
Net Cash flow from Financing Activities (2,304,764) 21,532,017
Net Increase / (Decrease) in Cash and Cash Equivalents
Opening Balance of Cash and Cash Equivalents 1,305,643 1,144,805
Closing Balance of Cash and Cash Equivalents 5,346,282 4,201,477
Cash and Bank Balances 13,517,264 10,308,116
Less: Deposits maturing after 90 days not considered as cash equivalents 6,865,339 4,961,834
6,651,925 5,346,282
1,305,643 1,144,805
Note: The Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard-3 on Cash Flow Statement
issued by the Institute of Chartered Accountants of India.
The cash flow above is after eliminating inter company balances between transferor and transferee companies.
Fixed deposit given as bank guarantee not considered as cash equivalent as it not cash held for held for meeting short term cash commitments.
For and on behalf of Board of Directors As per our Report of even date
For PKF SRIDHAR & SANTHANAM
Chartered Accountants
A. J. Tharakan T. Damu
Chairman & Director Director S. Ramakrishnan
183
Innovative Foods Limited
SCHEDULE B
RESERVES AND SURPLUS
General Reserve - - -
- -
SCHEDULE C
SECURED LOANS
Working Capital Loans from State Bank of India 67,902,743 66,424,590
(Secured by hypothecation of stock and debtors and equitable mortgage
of properties of company)
Term Loans from State Bank of India 9,512,433 12,101,328
(Secured by the plant and machinery, land and building of the
company)
77,415,176 78,525,918
UNSECURED LOANS
Short term loans and advances : From holding company 92,300,000 72,300,000
92,300,000 72,300,000
184
Schedules forming part of the Balance Sheet as at 31st March 2010
SCHEDULE D
FIXED ASSETS (In rupees)
GROSS BLOCK DEPRECIATION NET BLOCK
PARTICULARS Cost as at Additions Deletions Cost as at As at For the year On deletions Impairment Loss As at As at As at
1st April 31st March, 1st April 31st March, 31st March, 31st March,
2009 2010 2009 2010 2010 2009
Tangible Assets (A)
Freehold Land 10,670,529 - - 10,670,529 - - - - - 10,670,529 10,670,529
Bulidings: Factory 29,550,916 - - 29,550,916 12,848,451 987,001 - - 13,835,452 15,715,464 16,702,465
Bulidings: Apartment 1,795,562 - - 1,795,562 232,839 29,268 - - 262,107 1,533,455 1,562,723
Plant and
120,511,985 1,375,752 7,535,577 114,352,160 80,937,390 2,866,940 6,124,013 77,680,317 36,671,843 39,574,595
Machinery*
Subsidiaries Accounts 2009-2010
Electrical Fittings 206,232 503,413 - 709,645 36,959 24,974 - - 61,933 647,712 169,273
Tools & Factory
12,144,424 1,499,803 58,325 13,585,902 8,266,583 990,137 15,262 - 9,241,458 4,344,444 3,877,841
Equipments
Generator 3,431,640 - - 3,431,640 1,991,576 163,003 - - 2,154,579 1,277,061 1,440,064
Cold Room (Storage) 8,650,566 494,113 - 9,144,679 5,640,126 766,136 - - 6,406,262 2,738,417 3,010,440
Computer 2,489,627 272,975 51,826 2,710,776 1,502,453 263,534 24,147 1,741,840 968,936 987,174
Air Conditioners 2,035,056 90,315 - 2,125,371 1,123,919 89,761 - - 1,213,680 911,691 911,137
Photocopier 134,040 - - 134,040 17,509 6,367 - - 23,876 110,164 116,531
Office Equipments 2,342,077 16,400 - 2,358,477 1,619,081 106,927 - - 1,726,008 632,469 722,996
Furniture & Fittings 2,295,477 21,064 - 2,316,541 1,915,561 151,091 - - 2,066,652 249,889 379,916
Vehicles(*) 723,563 - 496,718 226,845 311,311 68,738 297,440 82,609 144,236 412,252
Sub Total 196,981,694 4,273,835 8,142,446 193,113,083 116,443,758 6,513,877 6,460,862 116,496,773 76,616,310 80,537,936
Intangible Assets (B) - - - - - - - - - - -
Software 206,988 5,000 - 211,988 197,726 7,247 - - 204,974 7,014 9,263
Brand 40,660,000 - - 40,660,000 14,231,000 4,066,000 - - 18,297,000 22,363,000 26,429,001
Sub Total 40,866,988 5,000 - 40,871,988 14,428,726 4,073,247 - - 18,501,974 22,370,014 26,438,264
Total (A+B) 237,848,682 4,278,835 8,142,446 233,985,071 130,872,484 10,587,124 6,460,862 - 134,998,747 98,986,324 106,976,200
Previous year 237,688,646 5,209,981 5,049,945 237,848,682 120,365,121 13,033,006 4,028,907 1,503,264 130,872,484 106,976,200 -
Capital work-in-progress including capital advances 1,360,000 1,360,000
*WDV of Plant and Machinery includes Assets retired from active use and held for disposal valued at net realisable value Rs.6.42 lacs (previous year Rs.6.42 lacs)
185
Innovative Foods Limited
SCHEDULE F
Inventories
Stock-in-trade:
Finished Goods 36,540,711 30,226,614
Work-in-progress 33,679,558 20,220,917
Raw materials 8,110,062 2,671,407
Packing materials and Consumables 2,609,581 1,555,780
80,939,912 54,674,718
Sundry Debtors (Unsecured)
Considered Good
Over six months 43,352 1,889,759
Others 35,552,961 35,596,313 28,807,283 30,697,042
Considered Doubtful
Over six months 7,684,615 6,988,004
Others 99,058 7,783,673 171,072 7,159,076
43,379,986 37,856,118
Less:Provision for doubtful debts 7,783,673 7,159,076
35,596,313 30,697,042
Cash and bank balances
Cash in Hand 93,977 64,918
With Scheduled Banks - on Current Accounts 6,557,948 5,281,365
- on Fixed Deposits 6,865,339 13,423,287 4,961,833 10,243,198
(The Fixed Deposits represent security given to banks for
13,517,264 10,308,116
bank guarantees, LC's etc)
Other current assets
Interest accrued 582,965 313,617
582,965 313,617
Loans and advances
(Unsecured, considered good - unless otherwise stated)
Advances recoverable in cash or in kind or for value to be
1,992,306 2,470,328
received
1,992,306 2,470,328
Advance tax (net of provision) 1,065,056 578,468
Deposits 2,463,073 3,085,607
5,520,435 6,134,403
186
Subsidiaries Accounts 2009-2010
SCHEDULE H
PROFIT AND LOSS ACCOUNT
As per last balance sheet 105,036,595 56,004,019
Add: Current year loss 34,701,587 49,032,576
139,738,182 105,036,595
187
Innovative Foods Limited
Schedules forming part of the Profit & Loss Account for the year ended 31st March 2010
31.03.2010 31.03.2009
Rs. Rs.
SCHEDULE I
SALES / INCOME FROM OPERATIONS
Sales-
Domestic 297,166,141 246,713,977
Export 22,592,246 21,874,015
Gross 319,758,387 268,587,992
Less: Excise Duty - -
Net sales 319,758,387 268,587,992
SCHEDULE J
OTHER INCOME
Interest income from deposits 458,379 464,879
(TDS Rs.12,931 Previous year Rs.76,667)
Exchange rate fluctuation 2,287,916 -
Provision no longer required written back 2,265,907 -
Miscellaneous income 318,357 297,840
5,330,559 762,719
SCHEDULE K
RAW MATERIALS CONSUMED AND
COST OF GOODS SOLD
Raw materials consumed
Opening stock 2,671,407 3,539,252
Add: Purchases 178,679,237 119,091,939
181,350,644 122,631,191
Less: Closing Stock 8,110,062 173,240,582 2,671,407 119,959,784
Packing materials consumed
Opening stock 1,555,780 1,727,389
Add: Purchases 22,640,834 21,077,083
24,196,614 22,804,472
Less: Closing Stock 2,609,581 21,587,033 1,555,780 21,248,692
194,827,615 141,208,476
188
Subsidiaries Accounts 2009-2010
Schedules forming part of the Profit & Loss Account for the year ended 31st March 2010
31.03.2010 31.03.2009
SCHEDULE L Rs. Rs.
MANUFACTURING AND OTHER EXPENSES
Employees' cost
Salaries, wages, bonus, pension, gratuity etc. 28,362,047 29,685,851
Contribution to Provident and other funds 1,347,406 3,044,925
Staff welfare expenses 2,316,851 32,026,304 1,708,945 34,439,721
Advertising and sales promotion 2,959,286 2,281,060
Discount on sales 3,335,034 2,711,503
Freight, transport and distribution 27,570,983 26,119,421
Storage charges 12,649,407 17,325,833
Power, fuel and gas 13,456,333 15,879,887
Maintenance and repairs
Plant and machinery 1,415,982 1,507,927
Buildings 481,065 300,507
General 8,312,944 10,209,991 2,934,941 4,743,375
Travelling, boarding and conveyance 4,673,706 4,422,565
Contract manufacturing charges 30,651,914 29,450,269
Rent 1,565,835 1,911,153
Rates and taxes 3,294,956 1,642,886
Postage, telegram and telephone 1,718,569 1,685,640
Legal and professional charges 1,844,957 1,648,242
Auditors' remuneration 832,765 1,098,907
Bank charges 881,453 135,238
Printing and Stationery 655,757 586,095
Product Development expenses 72,723 46,133
Insurance 1,142,366 855,800
Provision for doubtful debts 624,597 681,614
Loss on sale of fixed assets 1,026,438 90,876
Miscellaneous expenses (*) 3,664,642 5,065,622
(*) includes exchange rate fluctuation in previous year
1,404,621 (current period gain is shown in Schedule 154,858,016 152,821,840
J - Other Income Rs.22,87,916)
SCHEDULE M
INTEREST AND FINANCE CHARGES
Interest on fixed loans 1,620,724 2,121,631
Interest on working capital 17,669,792 15,753,084
19,290,516 17,874,715
189
Innovative Foods Limited
Schedules forming part of the Profit & Loss Account for the year ended 31st March 2010
31.03.2010 31.03.2009
Rs. Rs.
SCHEDULE N
ADJUSTMENT DUE TO (INCREASE)/
DECREASE IN STOCK
OF FINISHED GOODS AND WORK - IN -
PROGRESS
Opening stock
Work-in-progress 20,220,917 11,420,053
Finished goods 30,226,614 29,466,788
- 50,447,531 - 40,886,841
Less: Closing Stock
Work-in-progress 33,679,558 20,220,917
Finished goods 36,540,711 70,220,269 30,226,614 50,447,531
Movement in opening and closing stock (19,772,738) (9,560,690)
SCHEDULE O
PRIOR PERIOD ITEMS
- -
- -
SCHEDULE P
EXCEPTIONAL ITEMS
Deficit on Fixed Assets scrapped and impairment loss - 2,409,025
- 2,409,025
190
Subsidiaries Accounts 2009-2010
Schedule Q
NOTES TO THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT
1. Significant Accounting Policies:
The financial statements are prepared under the historical cost convention on an accrual basis and comply with
the mandatory Accounting Standards (AS) notified by the Companies (Accounting Standards) Rules, 2006,
Institute of Chartered Accountants of India (ICAI) and the relevant provisions of the Companies Act, 1956.
The accounts have been prepared on going concern basis in view of the plans of management to revive the
company and infuse necessary funds into the company.
The significant accounting policies adopted in the presentation of the Accounts are as under:
(a) Revenue Recognition:
Revenue from sale of goods is recognized on transfer of all significant risks and rewards of ownership to
the buyer and when no significant uncertainty exists regarding the amount of the consideration that will
be derived from the sale of the goods. Sales include excise duty but exclude value added tax / sales tax.
Interest on deposits are accrued on a time proportion basis taking into account the amounts deposited and
the applicable rates of interest.
(b) Employee Benefits:
(i) Contribution to Provident Fund and Family Pension Scheme are accounted for on accrual basis and
charged to Profit & Loss Account.
(ii) The Company’s employees are covered under the Employees Group Gratuity Scheme of Life
Insurance Corporation of India (LIC). The Company accounts for gratuity and leave encashment
payable at the time of retirement etc, based on actuarial valuation made by independent actuary under
the Projected Unit credit method as provided in Accounting Standard 15 –revised. Actuarial gains and
losses comprise experience adjustments and the effects of changes in actuarial assumptions and are
recognized immediately in the profit and loss account as income or expense.
(iii) The Liability on account of short term employee benefits comprising performance incentives etc is
recognized on an undiscounted accrual basis during the period when the employee renders services.
(c) Fixed Assets:
Fixed assets are stated at actual cost less accumulated depreciation. Cost is inclusive of freight, duties,
levies and any directly attributable cost of bringing the assets to their working condition for intended
use. Government Grants received against Fixed Assets acquisition are adjusted to the carrying cost of the
asset.
(d) Investments:
Long-term investments are carried at cost. Any decline in carrying amount, other than temporary, is
recognized and reduced from the carrying amount.
(e) Intangible Assets:
An intangible asset is measured at cost and amortized so as to reflect the pattern in which the asset’s
economic benefits are consumed.
(f) Depreciation/ Amortization:
Depreciation is provided on tangible fixed assets as per the straight-line method at rates provided in Schedule
XIV to the Companies Act, 1956. For intangible assets, the useful life has been estimated as under:
Software : 5 Years Sumeru Brand (x) : 10 Years
(x) Acquired on amalgamation.
Individual assets valuing less than Rs.5,000 are fully depreciated in the year of purchase.
191
Innovative Foods Limited
192
Subsidiaries Accounts 2009-2010
S Description As at As at
No. 31st March’10 31st March’09
(Rs. In Lakhs) (Rs. In Lakhs)
1. Employees’ Provident Fund demand under dispute * 21.76 21.76
2. Employees’ State Insurance demand under dispute 4.07 2.76
3. Claims against the company not acknowledged as debt 5.49 2.35
4. Bills discounted with the banks 57.87 13.17
5. Estimated contingent liability in respect of C forms 42.78 15.38
6. On account of Income tax matters in dispute : In respect of 1494.88 Nil
matter for which Company’s appeal is pending (**)
* The issue has been remanded back for determination of exact liability.
The Company had obtained a favorable order from Central Excise and Service Tax Appellate Tribunal on 11th
October 2006 in respect of a dispute pending with the Central Excise department. The Department has gone
on appeal to Supreme Court on 15 May 2007 -and the contingent liability in this regard is Rs. 42.31 Lakhs
(Excluding interest and penalties, if any). The Company is contesting this appeal and the appeal is yet to be
posted for hearing.
(**) The Company had received an assessment order from Commissioner of Income tax in which a demand
has been made for Rs. 14.95 crores in respect of assessment done for the financial year 2006-07 pertaining to
assessment year 2007-08. The Company has appealed against the said order.
Note: The Company has a commitment to export goods to the extent of US$ 0.57 Million in respect of duty free
imports of capital goods as also to maintain average exports for the preceding three years in the current year. The
Company has met the obligation for the total quantum of exports.
4. Estimated amount of contracts remaining to be executed on Capital account and not provided for (net of advances)
Rs. Nil (Previous Year Rs. 4.72 lakhs).
5. Employee benefits:
The disclosure requirements under Revised AS 15 are given hereunder:
(A) Gratuity
(a) Description of the Gratuity Plan:
The Company provides for gratuity, a defined benefit retirement plan covering eligible employees.
Gratuity plan provides for a lump sum payment to employees on retirement, death, incapacitation,
termination of employment of amounts that are based on salaries and tenure of the employees.
The contribution to LIC is made by the Company based on contributions demanded by LIC and has
been made upto Feb. 2010.
193
Innovative Foods Limited
(b) Amount recognized in the Balance Sheet and movements in net liability:
(In Rs. Lakhs)
31st March 2010 31st March 2009
Present Value of Funded Obligations 32.64 36.86
Fair Value of Plan Assets 27.06 22.28
Present Value of Unfunded Obligations - -
Unrecognized Past service Cost 1.07 -
Net Liability 4.51 14.58
Amounts in the Balance Sheet Liabilities 4.51 14.58
Net Liabilities recognized in Balance Sheet 4.51 14.58
194
Subsidiaries Accounts 2009-2010
195
Innovative Foods Limited
6. During the year, the company received approval from Board for Industrial and Financial Reconstruction (BIFR)
for delisting of its shares from the Bombay, Cochin, Ahmedabad, Delhi and Kolkata stock exchanges. Pursuant
to this the shares of the company have been delisted from Bombay, Cochin, Ahmedabad and Kolkata Stock
Exchanges. Approval for delisting from Delhi Stock Exchange is awaited. On receipt of the same, the shares of
the company will stand delisted from all Stock Exchanges.
7. Auditors’ Remuneration including service tax and expenses in respect of:
S.No. Description Year ended Year ended
31st March’10 31st March’09
(Rs. lakhs) (Rs. Lakhs)
1. Statutory Audit Fees 4.41 4.41
2. Quarterly reviews 2.21 2.24
3. Tax Audit Fees 1.21 1.10
4. Other Services 0.50 3.23
5. Reimbursement of out of pocket expenses for statutory audit 1.68 2.07
and other matters
8. Wholetime Director :
The Company is in the process of appointing a Wholetime Director.
9. Earnings from Exports:
F.O.B. value of exports (on accrual basis) Rs 209.92 Lakhs (Previous Year Rs.199.76 Lakhs).
10. CIF Value of Imports:
Description Year ended Year ended
31st March’10 31st March’09
(Rs. Lakhs) (Rs. Lakhs )
Raw Materials 336.92 183.78
Capital Goods (including advances) - -
Components and Spare Parts 7.57 5.08
Total 344.49 188.86
196
Subsidiaries Accounts 2009-2010
Of the above:
Description 31st March’10 31st March’09
Rs. Lakhs % Rs. Lakhs %
-Imported 76.48 6 92.28 11
-Indigenous 1124.39 94 776.49 89
Total 1200.87 100 868.77 100
Profit after taxation as per Profit and Loss Account - Rs Lakhs (347.02) (490.33)
Weighted Average Number of Equity Shares Outstanding 11,608,373 11,608,373
Basic and Diluted Earnings Per Share (Face Value Rs.10 per Share) Rs (2.99) (4.22)
197
Innovative Foods Limited
SEGMENT ASSETS
a Bought Out 184.58 83.37
b Manufacturing 680.02 524.72
c Unallocated Corporate Assets 1,530.43 1,526.55
TOTAL SEGMENT ASSETS 2,395.03 2,134.64
SEGMENT LIABILITIES
a Bought Out 165.36 49.38
b Manufacturing 751.39 431.14
c Unallocated Corporate Liabilities 1,714.83 1,544.48
TOTAL SEGMENT LIABILITIES 2,631.58 2,025.00
The inter segment transfer from trading segment to manufacturing segment is done at cost.
198
Subsidiaries Accounts 2009-2010
199
Innovative Foods Limited
17. Disclosure under Micro Small Medium Enterprises Development Act 2006:
2009-10 2008-09
A The principal amount and the interest due thereon (to be Principal: Rs 21.32 Principal: Rs 10.02
shown separately) remaining unpaid to any supplier as at the lakhs; Interest: Rs lakhs; Interest: Rs
end of each accounting year; 1.42 lakhs 0.98 lakhs
B The amount of interest paid by the buyer in terms of Nil Nil
section 16 of the Micro, Small and Medium Enterprises
Development Act, 2006, along with the amount of the
payment made to the supplier beyond the appointed day
during each accounting year;
C The amount of interest due and payable for the period of Rs.1.42 lakh Rs.0.98 lakh
delay in making payment (which have been paid but beyond
the appointed day during the year) but without adding the
interest specified under the Micro, Small and Medium
Enterprises Development Act, 2006;
D The amount of interest accrued and remaining unpaid at the Rs 2.89 lakhs Rs 1.47 lakhs
end of each accounting year;
E The amount of further interest remaining due and payable Nil Nil
even in the succeeding years, until such date when the
interest dues as above are actually paid to the small
enterprise, for the purpose of disallowance as a deductible
expenditure under section 23 of the Micro, Small and
Medium Enterprises Development Act, 2006.
Note: This disclosure is related to such parties as have been identified on the basis of information available with
the Company.
18. The remaining period of amortization of ‘Sumeru brand’ is 5.5 years.
19. In the opinion of the Board, the value of realization of current assets, loans and advances in the ordinary course
of the business would not be less than the amount at which they are stated in the Balance Sheet and the provision
for all known and determined liabilities are adequate and not in excess of the amount reasonably required.
20. There are no amounts due to be credited to Investor Education and Protection Fund.
200
Subsidiaries Accounts 2009-2010
21. Disclosure made in terms of clause 32 of the listing agreement with stock exchange:
Particulars Name of the Amount Maximum amount due
company outstanding as at any one time during
on 31.03.2010 the year
a) Loans and advances
(i) Loans and advances in the nature of NIL N.A. N.A.
loans made to subsidiary company.
(ii) Loans and advances in the nature of NIL N.A. N.A.
loans made to associate company.
(iii) Loans and advances in the nature of NIL N.A. N.A.
loans where there is.
1) no repayment schedule or repayment beyond NIL N.A. N.A.
seven years ( or )
2) no interest or interest below section 372A of
the Companies Act.
NIL N.A. N.A.
(iv) Loans and advances in the nature of
loans made to firms / companies in which
directors of the company are interested.
b) Investments by the company.
(i) In subsidiary company. NIL N.A. N.A.
(ii) In associates company. NIL N.A. N.A.
c) Investments by the loanee in the shares of the parent company and Subsidiary company when the
company has made a loan or advance in the nature of Loan-NIL.
22. The period-end foreign currency exposures that have not been hedged by a derivative instrument or
otherwise are given below:-
31st March 2010 31st March 2009
Amount Amount
(US Dollars in Amount (US Dollars in Amount
Particulars Lakhs) (Rs. In Lakhs) Lakhs) (Rs. In Lakhs)
Debtors Nil Nil Nil Nil
Current Liabilities 4.29 195.5 3.37 173.42
The Company does not have any foreign currency derivative exposures.
23. During the year, the company received an amount of Rs. NIL (Previous year Rs.1 lakh) towards subsidy
for fixed assets.
24. The previous year’s figures have been regrouped, rearranged and reclassified wherever necessary.
For and on behalf of Board of Directors As per our Report of even date
For PKF SRIDHAR & SANTHANAM
Chartered Accountants
A. J. Tharakan T. Damu
Chairman & Director Director S. Ramakrishnan
201
Innovative Foods Limited
202
Subsidiaries Accounts 2009-2010
Board of Directors:
Mr. Anil P. Goel Director
Mr. N. Chandrasekhar Director
Mr. R. H. Parekh Director
Ms. Jodi Dell Leblanc Director
Mr. Ashish Seth Director
Mr. Sanjay Jain Director
Registered Office:
13-34, 139th St. Flushing
New York, 11357
U.S.A.
Auditors:
PKF
Certified Public Accounts
Bankers:
HSBC, U.S.A.
203
International Hotel Management Services, Inc.
(A Delaware Corporation)
We have audited the accompanying consolidated balance sheet of International Hotel Management Services, Inc. (the
“Company”) at March 31, 2010 and 2009 and the related consolidated statements of operations and cash flows for the
years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of International Hotel Management Services, Inc. at March 31, 2010 and 2009, and the results of its
operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in
the United States of America.
PKF
A Professional Corporation
204
Subsidiaries Accounts 2009-2010
Current liabilities
Cash Overdraft - 746,215
Accounts payable
Trade 3,682,232 5,538,713
Other 409,000 435,592
4,092,232 5,974,305
Retention payable - 5,400,933
Taxes payable, other than income 506,229 306,282
State Income taxes payable 154,786 4,786
Accrued expenses
Payroll and related 1,136,940 870,834
Vacation, pension and incentives 3,243,627 3,382,691
Interest 58,699 420,547
Utilities 470,770 619,285
Other 1,867,934 1,918,254
6,777,970 7,211,611
Advance deposits and other credit balances 4,448,482 3,394,854
Tenants’ security deposits 98,500 30,500
Current portion of mortgage loan and notes payable (notes 4 and 7) 99,996 83,000,000
Line of credit (note 6) 10,500,000 15,000,000
Total current liabilities 26,678,195 121,069,486
Due to related parties (note 11) 1,688,620 1,512,509
Notes payable to related parties (notes 3 and 11) 9,000,000 38,400,000
Long term portion of mortgage loan and notes payable (notes 4 and 7) 60,358,339 57,000,000
Total liabilities 97,725,154 217,981,995
Commitments and contingency (notes 5,6,7,8,9,10, 13 and 14)
Stockholders’ equity
Common stock 100 100
Additional paid-in capital (note 3) 350,499,901 179,499,901
Accumulated deficit
Balance, beginning of the year (73,028,214) (43,572,218)
Net (loss) (38,494,569) (29,455,996)
Balance, end of the year (111,522,783) (73,028,214)
Total stockholders’ equity 238,977,218 106,471,787
Total liabilities and stockholders’ equity 336,702,372 324,453,782
See Notes to Consolidated Financial Statements
205
International Hotel Management Services, Inc.
(A Delaware Corporation)
206
Subsidiaries Accounts 2009-2010
207
International Hotel Management Services, Inc.
(A Delaware Corporation)
Use of estimates
The Company prepares its financial statements in conformity with accounting principles generally accepted in the
United States of America, which require management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
Certain estimates used by management are particularly susceptible to changes, such as the useful lives and recoverability
of costs of property and equipment. Management believes that, as of March 31, 2010 and 2009, the estimates used
were adequate based on the information currently available.
208
Subsidiaries Accounts 2009-2010
Inventories
Inventories which consist of food, beverage and retail supplies are valued at the lower of cost or market on a first-in,
first-out basis.
Intangible assets
Intangible assets consists of lease acquisition costs expended by the New York LLC to acquire the lease of the Hotel
Pierre.
Amortization of the lease acquisition costs is computed using the straight-line method over an estimated useful life of
15 years. Accumulated amortization of the lease acquisition costs amounted to $803,277 and $634,166 at March 31,
2010 and 2009, respectively.
Also included in intangible assets are the financing costs incurred by the Boston LLC in connection with the long- term
debt.
Amortization of the financing costs is computed using the straight-line method over the term of the related long-term
debt. Accumulated amortization of the financing costs amounted to $1,683,031 and $1,074,042 at March 31, 2010 and
2009, respectively.
Also included in intangible assets are the financing costs incurred by the San Francisco LLC in connection with the
acquisition of the long-term debt (see note 7) and the cost incurred to obtain a liquor license. Amortization of the
financing costs is computed using the straight-line method over the term of the related long-term debt. Accumulated
amortization of the financing costs amounted to $113,595 and $51,634 at March 31, 2010 and 2009, respectively.
Operating equipment
In connection with the renovation and re-opening of the Hotel Pierre, the New York LLC purchased operating supplies
which consists of china, glassware, linen and silverware. The New York LLC ratably expenses the operating equipment
to the appropriate department expense accounts over its estimated useful life which is estimated at 3 years.
Significant concentrations
The Company maintains cash balances in financial institutions in excess of federally insured limits. The Company has
not experienced any losses on its deposits;
Approximately 70% and 85% of the Boston LLC’s and the New York LLC’s workforce is covered by collective
bargaining agreements.
209
International Hotel Management Services, Inc.
(A Delaware Corporation)
Comprehensive (loss)
The Financial Accounting Standard Board's Accounting Standards Codification Topic No. 220 – Comprehensive Income
(“ASC 220") established standards for reporting and display of comprehensive income (loss) and its components in
a full set of general-purpose financial statements. ASC 220 requires that all items that are required to be recognized
under accounting standards as components of comprehensive income (loss) be displayed with the same prominence as
other financial statements.
For the year ended March 31, 2009, the change in fair value of the Company's derivative has been recorded as a
component of other comprehensive (loss) (see note 5).
Income taxes
The Company files income tax returns on a consolidated basis. The Company records income tax expense on an
individual company basis in order to properly reflect its portion of consolidated income tax expense.
The Company recognizes deferred tax assets and liabilities based on the differences between the tax basis of assets
and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in
future years. The Company's temporary differences giving rise to deferred taxes result primarily from net loss carry-
forwards, employee related benefits, and depreciation and amortization.
210
Subsidiaries Accounts 2009-2010
211
International Hotel Management Services, Inc.
(A Delaware Corporation)
212
Subsidiaries Accounts 2009-2010
213
International Hotel Management Services, Inc.
(A Delaware Corporation)
214
Subsidiaries Accounts 2009-2010
The deferred asset consists of, and the related deferred income taxes resulted from the following temporary
differences:
215
International Hotel Management Services, Inc.
(A Delaware Corporation)
As of March 31, 2010, the Company has available approximately $107 million in net operating loss carry forwards
which expire through 2030.
Note 13 - Contingency
The Company is a party to claims that arose in the normal course of business. Management of the Company believes
that the ultimate outcome of these claims will not have a material effect on the financial statements.
Note 14 - Management agreement with landlord
On July 1, 2005 the landlord (795 Corp.) entered into management agreement (the “Management Agreement") with
the New York LLC. Under the Management Agreement, the New York LLC agreed to manage the Hotel Pierre as agent
for the landlord and provide the shareholders of the landlord with certain services.
Under the Management Agreement, the landlord is to pay a base annual management fee of $3,907,362. This fee,
subject to annual adjustments, reflects increases in costs of management over the prior year. Management fees of
$4,410,397 and $4,362,729 were charged to the landlord for the years ended March 31, 2010 and 2009, respectively.
The landlord has the option to cancel the Management Agreement if the leases are cancelled (see note 10).
The management agreement expires June 30, 2025 or until such term shall sooner cease and expire as provided in the
Agreement.
Note 15 - Franchise agreement
On October 1, 2008, the New York LLC entered into a franchise agreement (“Franchise Agreement') with Caprice
Holdings Limited (“Caprice") to be a franchisee of the Caprice Brand in the New York, NY territory for the purposes
of operating the restaurant in accordance with the Le Caprice Concept at the Hotel Pierre. The Franchise Agreement
has a term of twenty years (the “initial term"), subject to certain termination provisions, as defined. The New York LLC
has the option to extend the term of the Franchise Agreement for an additional period of up to twenty years, unless the
agreement expires or is terminated during the initial term. The Franchise Agreement provides for Caprice to receive
annual royalty fees equating 4% of the gross revenues, as defined for the first $5,000,000 and 6% of the gross revenues
that exceed $5,000,000 in each agreement year, as defined. The Franchise Agreement also provides for Caprice to
receive, irrespective of the royalty fees earned in any agreement year, a minimum annual royalty fee of $200,000,
payable in equal instalments at the start of each quarter, which shall be offset against any royalty fees due to Caprice in
the same agreement year. Royalty fees paid to Caprice for the year ended March 31, 2010 amounted to $166,667.
Note 16 - Loss on sale of assets
In connection with the closure of the Hotel Pierre's hotel rooms and restaurant, the New York LLC contracted a
Liquidator to liquidate certain furniture fixtures and equipment related to the hotel rooms and restaurant of the Hotel
Pierre. The Liquidator estimates that proceeds will amount approximately to $500,000. The New York LLC recognized
a loss on the sale of the assets amounting to $125,000 in fiscal 2009.
Note 17 - Subsequent events
The Company has evaluated subsequent events through April 29, 2010, and has determined that there were no
subsequent events or transactions, which would require recognition or disclosure in the financial statements.
216
Subsidiaries Accounts 2009-2010
PKF
Certified Public Accountants
A Professional Corporation
217
International Hotel Management Services, Inc.
(A Delaware Corporation)
218
Subsidiaries Accounts 2009-2010
219
International Hotel Management Services, Inc.
(A Delaware Corporation)
Consolidated Statement of Operations For the Year Ended 31st March, 2010
International
IHMS Hotel
IHMS (SF) (Boston) Management Consolidated
LLC LLC IHMS, LLC Services, Inc. Eliminations Total
$ $ $ $ $ $
Revenues
Rooms 6,362,776 13,284,344 13,801,588 - - 33,448,708
Food and beverage 3,084,103 7,714,970 21,162,292 - - 31,961,365
Telephone 52,118 117,673 189,933 - - 359,724
Other 373,982 627,732 5,415,943 368 - 6,418,025
Total Revenues 9,872,979 21,744,719 40,569,756 368 - 72,187,822
Departmental expenses
Rooms 2,608,063 6,504,915 12,122,542 - - 21,235,520
Food and beverage 3,484,209 8,321,848 21,370,534 - - 33,176,591
Telephone 127,641 233,427 576,012 - - 937,080
Other 272,280 386,632 610,052 - - 1,268,964
Total departmental expenses 6,492,193 15,446,822 34,679,140 - - 56,618,155
Unallocated operating expenses
Administrative and general 1,966,197 3,851,098 6,671,028 1,209,009 - 13,697,332
Sales and marketing 1,099,436 2,308,372 2,213,649 - - 5,621,457
Repair and maintenance 762,923 1,418,243 3,711,573 - - 5,892,739
Utilities 563,774 1,548,897 3,617,246 - - 5,729,917
Total unallocated operating expenses 4,392,330 9,126,610 16,213,496 1,209,009 - 30,941,445
(Loss) before other income and income
(1,011,544) (2,828,713) (10,322,880) (1,208,641) - (15,371,778)
tax benefit (provision)
Fixed charges
Real estate taxes 517,613 2,268,233 - - - 2,785,846
Insurance 333,964 345,241 274,132 - - 953,337
Rent 30,585 66,412 5,151,323 - - 5,248,320
Depreciation 1,288,709 4,010,804 4,271,422 - - 9,570,935
Amortization 61,961 608,989 169,111 - - 840,061
Interest 627,525 3,889,833 335,801 - - 4,853,159
Other - 128,746 - - - 128,746
Total Fixed charges 2,860,357 11,318,258 10,201,789 - - 24,380,404
(Loss) before other income and tax
benefit (provision)
(3,871,901) (14,146,971) (20,524,669) (1,208,641) - (39,752,182)
Other income (expense)
Sales and marketing fees - - - 1,411,300 - 1,411,300
Income (Loss) before income tax
(3,871,901) (14,146,971) (20,524,669) 202,659 - (38,340,882)
benefit (provision)
Income tax benefit (provision) benefit 6,506 22,579 (88,200) (94,572) - (153,687)
Net income (loss) (3,865,395) (14,124,392) (20,612,869) 108,087 - (38,494,569)
220
Subsidiaries Accounts 2009-2010
Consolidated Statement of Operations For the Year Ended 31st March, 2009
International
IHMS Hotel
IHMS (SF) (Boston) Management Consolidated
LLC LLC IHMS, LLC Services, Inc. Eliminations Total
$ $ $ $ $ $
Revenues
Rooms 8,511,615 18,554,154 - - - 27,065,769
Food and beverage 3,429,855 10,493,349 20,995,032 - - 34,918,236
Telephone 110,323 187,335 32,985 - - 330,643
Other 424,475 673,109 4,600,972 4,033 - 5,702,589
Total Revenues 12,476,268 29,907,947 25,628,989 4,033 - 68,017,237
Departmental expenses
Rooms 2,965,671 7,638,696 8,205,721 - - 18,810,088
Food and beverage 3,977,390 10,068,101 14,327,578 - - 28,373,069
Telephone 105,642 305,890 609,803 - - 1,021,335
Other 331,079 541,492 19,434 - - 892,005
Total departmental expenses 7,379,782 18,554,179 23,162,536 - - 49,096,497
Unallocated operating expenses
Administrative and general 2,168,283 4,865,760 6,074,436 1,690,937 - 14,799,416
Sales and marketing 1,240,170 3,430,267 1,437,403 - - 6,107,840
Repair and maintenance 912,298 1,828,545 3,197,996 - - 5,938,839
Utilities 582,034 1,775,165 3,271,283 - - 5,628,482
Total unallocated operating expenses 4,902,785 11,899,737 13,981,118 1,690,937 - 32,474,577
(Loss) before other income
and income tax benefit (provision) 193,701 (545,969) (11,514,665) (1,686,904) - (13,553,837)
Fixed charges
Real estate taxes 648,417 2,073,972 - - - 2,722,389
Insurance 330,852 388,864 326,094 - - 1,045,810
Rent 31,094 95,309 1,211,639 - - 1,338,042
Depreciation 1,261,200 3,952,142 1,357,775 - - 6,571,117
Amortization 51,634 226,400 169,111 - - 447,145
Interest 1,000,430 4,294,067 - - - 5,294,497
Other - 118,065 - - - 118,065
Total Fixed charges 3,323,627 11,148,819 3,064,619 - - 17,537,065
(Loss) before other income and tax benefit
(3,129,926) (11,694,788) (14,579,284) (1,686,904) - (31,090,902)
(provision)
Other income (expense)
Sales and marketing fees - - - 1,860,449 - 1,860,449
Loss on sale of assets - (95,300) (125,000) - - (220,300)
Total other income (expense) (95,300) (125,000) 1,860,449 1,640,149
Income (Loss) before income tax benefit (provision) (3,129,926) (11,790,088) (14,704,284) 173,545 - (29,450,753)
Income tax benefit (provision) 5,780 22,590 53,527 (87,140) - (5,243)
Net income (loss) (3,124,146) (11,767,498) (14,650,757) 86,405 - (29,455,996)
221
International Hotel Management Services, Inc.
(A Delaware Corporation)
Consolidated Statement of Cash Flows For the year ended March 31, 2010
International
IHMS Hotel
IHMS (Boston) Management Consolidated
(SF) LLC LLC IHMS, LLC Services, Inc. Eliminations Total
$ $ $ $ $ $
Cash flow from operating activities
Net income (loss) (3,865,395) (14,124,392) (20,612,869) 108,087 - (38,494,569)
Adjustments to reconcile net income
(loss) to net cash provided (used) by
operating activities
Depreciation and amortization 1,350,670 4,619,793 4,440,533 - - 10,410,996
Loss on sale of assets
Changes in certain other accounts
Accounts receivable 61,327 103,171 (1,434,539) - - (1,270,041)
Inventories 104,064 14,772 (184,788) - - (65,952)
Prepaid expenses (58,519) 11,027 (1,234,956) - - (1,282,448)
Operating Equipment - - (1,036,477) - - (1,036,477)
Accounts payable (78,961) (426,856) (1,376,256) - - (1,882,073)
Taxes payable, other than income (5,913) 40,547 165,313 - - 199,947
State & local income taxes payable - - 150,000 - - 150,000
Accrued expenses (300,201) (358,947) 225,507 - - (433,641)
Advance deposits and other credit
(73,569) 102,263 1,024,934 - - 1,053,628
balances
Tenants’ security deposits (2,735) (4,600) 68,000 - - 60,665
Total adjustments 996,163 4,101,170 807,271 - - 5,904,604
Net cash provided (used) by
(2,869,232) (10,023,222) (19,805,598) 108,087 - (32,589,965)
operating activities
Cash flows from investing activities
Changes in cash in escrow (27,274) 1,907,453 - - - 1,880,179
Investment in subsidiaries - - - (141,600,000) 141,600,000 -
Capital expenditures (117,264) (201,193) (24,947,785) - - (25,266,242)
Net cash (used) by investing activities (144,538) (1,706,260) (24,947,785) (141,600,000) 141,600,000 (23,386,063)
Cash flows from financing activities
Change in cash overdraft - - (746,215) - - (746,215)
Due to/from related parties 99,570 260,177 148,336 44,268,331 (44,600,303) 176,111
(Repayment) of line of credit, net - - - (4,500,000) - (4,500,000)
(Repayment) of mortgage loans - (80,000,000) - (40,000,000) - (120,000,000)
Contributions and loans from member 2,900,000 48,900,000 45,199,697 141,600,000 (96,999,697) 141,600,000
Proceeds from (repayment) of term
- - - - - -
bridge loan
Payment of loans fees - (1,009,111) - - - (1,009,111)
Proceeds from mortgage loan - 40,000,000 - - - 40,000,000
Principal payments on notes payable - - (41,665) - - (41,665)
Proceeds from note payable - - 500,000 - - 500,000
Net cash provided by financing activities 2,999,570 8,151,066 45,060,153 141,368,331 (141,600,000) 55,979,120
Net cash increase (decrease) in cash (14,200) (165,896) 306,770 (123,582) - 3,092
Cash, beginning of year 280,810 566,192 - 141,387 - 988,389
Cash, end of year 266,610 400,296 306,770 17,805 - 991,481
222
Subsidiaries Accounts 2009-2010
Consolidated Statement of Cash Flows For the year ended March 31, 2009
International
IHMS Hotel
IHMS (Boston) Management Consolidated
(SF) LLC LLC IHMS, LLC Services, Inc. Eliminations Total
$ $ $ $ $ $
Cash flow from operating activities
Net income (loss) (3,124,146) (11,767,498) (14,650,757) 86,405 - (29,455,996)
Adjustments to reconcile net income
(loss) to net cash provided (used) by
operating activities
Depreciation and amortization 1,312,834 4,178,542 1,526,886 - - 7,018,262
Loss on sale of assets - 95,300 - - - 95,300
Changes in certain other accounts
Accounts receivable 88,465 302,243 402,140 - - 792,848
Inventories (707) 3,584 56,136 - - 59,013
Prepaid expenses 31,867 (149,736) (336,406) - - (454,275)
Operating Equipment - - (41,929) - - (41,929)
Accounts payable (208,527) (64,878) 1,404,600 - - 1,700,094
Taxes payable, other than income (35,895) (57,489) 2,728 - - (90,656)
Accrued expenses 249,326 (230,879) 32,158 1,414 - (516,880)
Advance deposits and other credit
83,678 89,813 (403,633) - - (230,142)
balances
Tenants’ security deposits 60 (17,300) - - - (17,240)
Total adjustments 152,101 4,149,200 2,642,680 1,414 - 8,314,395
Net cash provided (used) by
(1,603,045) (7,618,298) (12,008,077) 87,819 - (21,141,601)
operating activities
Cash flows from investing activities
Changes in cash in escrow (1,164,594) (323,877) - (100,000) - (1,588,471)
Investment in subsidiaries - - - (8,922,137) 8,922,137 -
Capital expenditures (369,347) (659,210) (65,768,870) - - (66,797,427)
Proceeds from sale of derivatives - 10,000 - - - 10,000
Net cash (used) by investing
(1,533,941) (973,087) (65,768,870) (9,022,137) 8,922,137 (68,375,898)
activities
Cash flows from financing activities
Change in cash overdraft - - 746,215 - - 746,215
Due to/from related parties 3,360,979 8,633,933 66,425,381 (77,883,820) - 536,473
Proceeds from line-of-credit - - - (13,500,000) - (13,500,000)
Contribution by member - - 8,922,137 32,000,000 (8,922,137) 32,000,000
Distribution to members (20,000,000) - - - 20,000,000 -
Distribution from subsidiaries - - - 20,000,000 (20,000,000) -
Payment of financing fee (309,804) - - - (309,804)
Acquisition of mortgage loan 20,000,000 - - 40,000,000 - 60,000,000
Proceeds from term bridge loan - - - (30,000,000) - (30,000,000)
Proceeds from notes payable from
- - - 38,400,000 - 38,400,000
related party
Net cash provided by (used) in
3,051,175 8,633,933 76,093,733 9,016,180 (8,922,137) 87,872,884
financing activities
Net increase (decrease) in cash (85,811) 42,548 (1,683,214) 81,862 - (1,644,615)
Cash, beginning of year 366,621 523,644 1,683,214 59,525 - 2,633,004
Cash, end or year 280,810 566,192 - 141,387 - 988,389
223
Taj International Hotel (H.K.) Limited
Board of Directors:
Mr. Raymond Bickson Director
Mr. Anil P. Goel Director
Mr. R. Gujral Director
Mr. R. H. Parekh Director
Mr. N. Chandrasekhar Director
Auditors:
42nd Floor, Central Plaza,
18, Harbour Road,
Wanchai,
Hong Kong.
Registered Office:
Level 28, Three Pacific Place,
1 Queen's Road East,
Hong Kong
224
Subsidiaries Accounts 2009-2010
Directors' Report
The directors have pleasure in submitting their report and audited financial statements for the year ended
31 March 2010.
Principal activities
The principal activities of the Company are investment holding and provision of consultancy, hotel management and
operating services.
Results and dividends
The results of the Company for the year ended 31 March 2010 are set out in the income statement.
The directors do not recommend the payment of a dividend.
Reserves
Movements in the reserves of the Company during the year are set out in the statement of changes in equity.
Directors
The directors who held office during the year and up to the date of this report were:
R. E. N. Bickson
A. P. Goel
R. Gujral
R. H. Parekh
N. Chandrasekhar
There being no provision in the Company's Articles of Association for retirement by rotation, all existing directors
shall continue in office.
Directors’ interests
No contracts of significance to which the Company, its holding Company or any of its subsidiaries or fellow subsidiaries
was a party and in which a director of the Company had a material interest, whether directly or indirectly, subsisted at
the end of the year or at any time during the year.
At no time during the year was the Company, its holding Company or any of its subsidiaries or fellow subsidiaries a
party to any arrangements to enable the directors of the Company to acquire benefits by means of acquisition of shares
in, or debentures of, the Company or any other body corporate.
Management contracts
No contracts concerning the management and administration of the whole or any substantial part of the business of the
Company were entered into or existed during the year.
Auditor
A resolution will be submitted to the annual general meeting to re-appoint Mazars CPA Limited, Certified Public
Accountants, as auditor of the Company.
225
Taj International Hotel (H.K.) Limited
226
Subsidiaries Accounts 2009-2010
Qualified opinion
In our opinion, except for the effects of such adjustments, if any, as might have been found to be necessary had we been
able to obtain sufficient evidence concerning the fair value of the identifiable net assets of the associate at the time of
acquisition and that no consolidated financial statements have been prepared, the financial statements give a true and
fair view of the state of the Company’s affairs as at 31 March 2010 and of its loss and cash flows for the year then
ended in accordance with HKFRS and have been properly prepared in accordance with the Hong Kong Companies
Ordinance.
Report on matter under section 141(6) of the Hong Kong Companies Ordinance
We have obtained all information and explanations that we considered necessary for the purpose of our audit except
that in connection with limitation on our work relating to the associate.
17 May 2010
227
Taj International Hotel (H.K.) Limited
228
Subsidiaries Accounts 2009-2010
Approved and authorised for issue by the Board of Directors on 17 May 2010
Anil P. Goel
Directors
R. H. Parekh
229
Taj International Hotel (H.K.) Limited
230
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010
CORPORATE INFORMATION
Taj International Hotels (H.K.) Limited is a limited liability Company incorporated in Hong Kong. The Company’s
registered office is located at Level 28, Three Pacific Place, 1 Queen’s Road East, Hong Kong. The holding Company
and ultimate holding Company of the Company is The Indian Hotels Company Limited which is incorporated in India.
The principal activities of the Company are investment holding and provision of consultancy, hotel management and
operating services.
1. PRINCIPAL ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards
(“HKFRS”), which collective term includes all applicable Hong Kong Financial Reporting Standards, Hong
Kong Accounting Standards (“HKAS”) and Interpretations issued by the Hong Kong Institute of Certified
Public Accountants (“HKICPA”), accounting principles generally accepted in Hong Kong and the Hong Kong
Companies Ordinance.
The Company has not prepared consolidated financial statements in accordance with Hong Kong Accounting
Standard No. 27 “Consolidated and Separate Financial Statements” issued by the HKICPA since the Company is
a wholly-owned subsidiary of The Indian Hotels Co. Ltd., an listed Company, incorporated in India, which is not
required to prepare consolidated financial statements under either HKFRS or International Financial Reporting
Standards. The Company’s management is of the view that the cost, time and effort of preparation of consolidated
financial statements of the Company would be grossly out of proportion to the benefits thereof to the Company,
its parent and the shareholders of its parent who are mandatorily required to be presented with the financial
statements of each of the companies in the parent’s Group.
These financial statements have been prepared on a basis consistent with the accounting policies adopted in the
2009 financial statements. The adoption of the new / revised HKFRSs that are relevant to the Company and
effective from the current year has had no significant effects on the Company’s results and financial position for
the current year and prior year, except that certain presentation and disclosures of financial statements items have
been revised. A summary of the principal accounting policies adopted by the Company is set out below.
Adoption of new / revised HKFRS
HKAS 1 (Revised): Presentation of Financial Statements
HKAS 1 (Revised) requires transactions with owners to be presented separately from all other income and
expenses in a revised statement of changes in equity. The revised standard however allows non-owner changes
in equity to be shown in a single statement (the statement of comprehensive income) or two statements (the
income statement and the statement of other comprehensive income). The Company has elected to prepare one
statement. In addition, the revised standard requires that when comparative information is restated or reclassified,
a statement of financial position as at the beginning of the comparative period, in addition to the statements of
financial position as at the end of the current period and the comparative period, should be presented. Since the
Company did not restate comparative information during the year, this new requirement has no impact on the
financial statements.
Basis of measurement
The measurement basis used in the preparation of these financial statements is historical cost.
Revenue recognition
Revenue is recognised when it is probable that the economic benefits will flow to the Company and when the
revenue and costs, if applicable, can be measured reliably and on the following bases:
Operating, incentive and technical fees are recognised in the period when services are rendered.
231
Taj International Hotel (H.K.) Limited
Notes to the Financial Statements for the year ended 31 March, 2010
Interest income is accrued on a time apportionment basis on the principal outstanding and at the interest rate
applicable.
Dividend income from investments is recognised when the Company’s rights to receive payment have been
established.
Taxation
The charge for current income tax is based on the results for the year as adjusted for items that are non-assessable
or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the end of the
reporting period.
Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting
period between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
However, any deferred tax arising from initial recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects neither the accounting profit nor taxable profit or
loss is not recognised.
The deferred tax liabilities and assets are measured at the tax rates that are expected to apply to the period
when the asset is recovered or the liability is settled, based on tax rates and tax laws that have been enacted or
substantively enacted at the end of the reporting period. Deferred tax assets are recognised to the extent that it is
probable that future taxable profit will be available against which the deductible temporary differences, tax losses
and credits can be utilised.
Intangible assets
Management contracts
Management contracts represent the Company’s assessment of value of its hotel management contracts less
accumulated amortisation and are reviewed for impairment annually or more frequently when indicator of
impairment arises. Amortisation of intangible assets is charged to the income statement on a straight-line basis
over the assets’ estimated useful lives of 20 years.
Contract rights
The initial cost of acquiring contract rights is capitalised. Contract rights with finite useful lives are carried at
cost less accumulated amortisation and accumulated impairment losses. Amortisation of intangible assets is
charged to the income statement on a straight-line basis over the assets’ estimated useful lives of 15 years. No
amortisation is provided in respect of the intangible assets until commencement of the contracts.
Subsidiaries
A subsidiary is an entity in which the Company has the power to govern the financial and operating policies so
as to obtain benefits from its activities.
In the Company’s statement of financial position, the investment in subsidiary is stated at cost less accumulated
impairment losses. The carrying amount of the investment is reduced to its recoverable amount on an individual
basis. Results of subsidiaries are accounted for by the Company on the basis of dividends received and
receivable.
Associates
An associate is an entity in which the Company has significant influence and which is neither a subsidiary nor a
joint venture.
The Company’s investment in associate is accounted for under the equity method of accounting. The statement
of comprehensive income includes the Company’s share of the post-acquisition results of the associate for the
period. The statement of financial position includes the Company’s share of the net assets of the associate and
also goodwill. The Company discontinues recognising its share of further losses when the Company’s share of
232
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010
losses of the associate equals or exceeds the carrying amount of its interest in the associate, as the Company has
no obligation in respect of the associate.
Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual
provisions of the instruments and on a trade date basis.
A financial asset is derecognised when the Company’s contractual rights to future cash flows from the financial
asset expire or when the Company transfers the financial asset and the Company has transferred all the risks
and rewards of ownership of the financial asset. A financial liability is derecognised only when the liability is
extinguished, that is, when the obligation specified in the relevant contract is discharged, cancelled or expires.
Loans and receivables
Loans and receivables including trade and other receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market and are not held for trading. They are measured at
amortised cost using the effective interest method, except where receivables are interest-free loans and without
any fixed repayment term or the effect of discounting would be insignificant. In such case, the receivables are
stated at cost less impairment loss. Amortised cost is calculated by taking into account any discount or premium
on acquisition, over the period to maturity. Gains and losses arising from derecognition, impairment or through
the amortisation process are recognised in profit or loss.
Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated at this category or not classified
in any of the other categories of financial assets. Available-for-sale financial assets that do not have a quoted
market price in an active market and whose fair value cannot be reliably measured are stated at cost less any
impairment losses.
Financial liabilities
The Company’s financial liabilities include trade and other payables, bank loan and other borrowings. All
financial liabilities except for derivatives are recognised initially at their fair value and subsequently measured at
amortised cost, using effective interest method, unless the effect of discounting would be insignificant, in which
case they are stated at cost.
Impairment of financial assets
At the end of each reporting period, the Company assesses whether there is objective evidence that financial
assets are impaired. The impairment loss of financial assets carried at amortised cost is measured as the difference
between the assets’ carrying amount and the present value of estimated future cash flow discounted at the financial
asset’s original effective interest rate.
For an available-for-sale financial asset that is carried at cost, the amount of impairment loss is measured as the
difference between the carrying amount of the financial asset and the present value of estimated future cash flows
discounted at the current market rate of return for a similar financial asset. Such impairment loss shall not be
reversed.
Impairment of non-financial assets
At the end of each reporting period, the Company reviews internal and external sources of information to
determine whether its intangible assets, investment in subsidiaries and associates have suffered an impairment
loss or impairment loss previously recognised no longer exists or may be reduced. If any such indication exists,
the recoverable amount of the asset is estimated, based on the higher of its fair value less costs to sell and value in
use. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the
recoverable amount of the smallest group of assets that generates cash flows independently (i.e. cash-generating unit).
233
Taj International Hotel (H.K.) Limited
Notes to the Financial Statements for the year ended 31 March, 2010
If the recoverable amount of an asset or a cash-generating unit is estimated to be less than its carrying amount,
the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. Impairment losses
are recognised as an expense immediately.
A reversal of impairment loss is limited to the carrying amount of the asset or cash-generating unit that would
have been determined had no impairment loss been recognised in prior years. Reversal of impairment loss is
recognised as income immediately.
Cash equivalents
For the purpose of the statement of cash flows, cash equivalents represent short-term highly liquid investments
which are readily convertible into known amounts of cash and which are subject to an insignificant risk of
changes in value, net of bank overdrafts.
Foreign currency translation
Items included in the Company’s financial statements are measured using the currency of the primary economic
environment in which the Company operates (“functional currency”).
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions
and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in profit or loss.
Related parties
A party is related to the Company if:
(a) directly, or indirectly through one or more intermediaries, the party controls, is controlled by, or is under
common control with, the Company; or has an interest in the Company that gives it significant influence
over the Company; or has joint control over the Company;
(b) the party is an associate of the Company;
(c) the party is a joint venture in which the Company is a venturer;
(d) the party is a member of the key management personnel of the Company or its parent;
(e) the party is a close member of the family of any individual referred to in (a) or (d);
(f) the party is an entity that is controlled, jointly controlled or significantly influenced by or for which
significant voting power in such entity resides with, directly or indirectly, any individual referred to in (d)
or (e); or
(g) the party is a post-employment benefit plan for the benefit of employees of the Company, or of any entity
that is a related party of the Company.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors
including expectations of future events that are believed to be reasonable under the circumstances. Apart from
information disclosed elsewhere in these financial statements, the following summarise estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within next financial year.
Impairment of investments and receivables
The Company assesses annually if investment in subsidiaries / associates has suffered any impairment in
accordance with HKAS 36 and follows the guidance of HKAS 39 in determining whether amounts due from those
entities are impaired. Details of the approach are stated in the respective accounting policies. The assessment
requires an estimation of future cash flows, including expected dividends, from the assets and the selection of
appropriate discount rates. Future changes in financial performance and position of these entities would affect
the estimation of impairment loss and cause the adjustments of their carrying amounts.
234
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010
Impairment of available-for-sale financial assets
The directors assess at the end of each reporting period whether there is any objective evidence that available-for-
sale financial assets is impaired. In determining whether an investment in an equity instrument is impaired, the
directors uses their experienced judgement to assess information about significant changes with an adverse effect
that have taken place in the economic environment in which the invested Company operates which indicates that
the cost of equity investment may not be recovered.
Impairment of intangible assets
The Company determines whether intangible assets are impaired at least on an annual basis. This requires an
estimation of the value in use of the cash-generating units to which the intangible assets are allocated. Estimating
the value in use requires the Company to make an estimate of the expected cash flows from the cash-generating
unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows.
Future changes in HKFRS
At the date of authorisation of these financial statements, the HKICPA has issued a number of new / revised
HKFRS that are not yet effective for the current year, which the Company has not early adopted. The directors
anticipate that the adoption of these new / revised HFKRS in the future periods will have no material impact on
the result of the Company.
2. TURNOVER AND REVENUE
Turnover and revenue recognised by category are as follows:
2010 2009
US$ US$
Operating fees 1,486,326 1,684,928
Incentive fees 1,108,558 1,547,629
Technical fees 527,759 616,364
Interest income 351,383 547,672
Dividend income 175,403 224,767
3,649,429 4,621,360
3. OTHER INCOME
2010 2009
US$ US$
Recruitment and reservation fees 3,898 2,073
Exchange gain 460,160 -
464,058 2,073
4. OTHER OPERATING EXPENSES
2010 2009
US$ US$
Technical fees expenses 420,898 517,875
Other expenses 262,929 544,709
Exchange loss - 3,602,252
683,827 4,664,836
235
Taj International Hotel (H.K.) Limited
Notes to the Financial Statements for the year ended 31 March, 2010
5. PROFIT (LOSS) BEFORE TAXATION
2010 2009
This is stated after charging: US$ US$
Finance costs
Interest on bank and other loans wholly repayable within 5 years 352,099 1,032,374
Other items
Auditor’s remuneration 20,982 20,313
6. DIRECTORS’ EMOLUMENTS
Directors’ emoluments disclosed pursuant to Section 161 of the Companies Ordinance are as follows:
2010 2009
US$ US$
Directors’ emoluments
Fees - -
Other emoluments - -
7. TAXATION
Hong Kong Profits Tax has not been provided as the Company’s profits neither arose in nor derived from Hong
Kong and therefore was not subject to Hong Kong Profits Tax. In the opinion of the directors, the Company is
not subject to taxation in any other jurisdictions in which the Company operates.
8. INTANGIBLE ASSETS
Management Contract
contracts rights Total
US$ US$ US$
Reconciliation of carrying amount – year ended 31 March 2009
At beginning of year 4,289,551 - 4,289,551
Addition - 3,193,920 3,193,920
Amortisation (536,209) - (536,209)
At the end of the reporting period 3,753,342 3,193,920 6,947,262
Reconciliation of carrying amount– year ended 31 March 2010
At beginning of year 3,753,342 3,193,920 6,947,262
Amortisation (536,209) - (536,209)
At the end of the reporting period 3,217,133 3,193,920 6,411,053
At 31 March 2009
Costs 10,724,184 3,193,920 13,918,104
Accumulated amortisation (6,970,842) - (6,970,842)
3,753,342 3,193,920 6,947,262
At 31 March 2010
Costs 10,724,184 3,193,920 13,918,104
Accumulated amortisation (7,507,051) - (7,507,051)
3,217,133 3,193,920 6,411,053
236
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010
9. INTEREST IN SUBSIDIARIES
2010 2009
US$ US$
Unlisted shares, at cost 107,036,074 107,037,074
Impairment loss (25,000,000) (25,000,000)
Accumulated amortisation on lease (854,400) (854,400)
81,181,674 81,182,674
Add: Loans to subsidiary 141,334,623 23,698,405
Add: Due from subsidiaries 5,012,746 5,858,871
227,529,043 110,739,950
Less: Due to subsidiaries - (137,533)
227,529,043 110,602,417
Less: Receivable within one year (5,012,746) (5,858,871)
222,516,297 104,743,546
Particulars of the major subsidiaries as at end of the reporting period are as follows:
Percentage of ordinary
Country of shares held Principal
Name of subsidiaries
incorporation Direct Indirect activities
% %
Apex Hotel Management Hotel sales and
Services Pte Limited Singapore 100.00 - marketing services
Chieftain Corporation N.V. Netherlands Antilles 100.00 - Investment holding
IHMS (Australia) Pty Limited Australia - 100.00 Hotel operation
Ihoco B.V. Netherlands - 100.00 Investment holding
Samsara Properties Limited British Virgin Islands 100.00 - Investment holding
St. James Court Hotel Limited United Kingdom 32.78 21.23 Hotel operation
Taj International Hotels Limited United Kingdom 100.00 - Restaurant operation
The net profits/(losses) of the subsidiaries since acquisition not consolidated attributable to the Company based
on the audited financial statements for the year ended 31 March 2010, which are prepared under the accounting
principles generally accepted in the respective country / territory where the subsidiary is incorporated, are as follows:
237
Taj International Hotel (H.K.) Limited
Notes to the Financial Statements for the year ended 31 March, 2010
Provision has been made in the Company’s financial statements for lease amortisation in a subsidiary to reflect
the corresponding decrease in the value of the subsidiary’s interest in a short-term lease.
Loans to subsidiary are unsecured, interest-free and have no fixed repayment term. The Company has an option
to convert its loans up to its carrying amount as at the end of the reporting period not exceeding US$274 million
into equity at a rate to be determined between these parties. The directors consider that the fair value of this option
cannot be reliably measured and therefore the option is stated at cost of US$nil in the financial statements.
Due from subsidiaries are unsecured, interest-free and have no fixed repayment term. The amounts represent fees
and other charges due from St. James Court Hotel Limited which are subordinated to a term loan facility granted
by a bank to the subsidiary, to the extent of £50 million (equivalent to US$70 million).
The carrying amount of the amounts due approximates their fair values at the end of the reporting period.
Interest in an associate represents 24.16% (2009: 24.16%) of the issued ordinary share capital of Lanka Island
Resorts Ltd. (formerly Taj Lanka Resorts Limited) (“TLRL”), a Company engaged in hotel ownership and
incorporated in Sri Lanka.
The amount due from associate is unsecured, interest-free and has no fixed repayment term.
Fair value adjustments represent the Company’s share of revaluation surplus at the date of acquisition which is
amortised over the estimated useful lives of 40 years. The annual amortised amount is shown net of the share of
results of an associate in the income statement.
Summary of financial information of associates are as follows:
2010 2009
US$ US$
Share of associates’ assets and liabilities
Non-current assets 1,322,580 1,285,692
Current assets 1,163,687 1,064,425
Non-current liabilities (22,982) (22,721)
Current liabilities (195,934) (227,536)
Share of associates’ revenue and profit
Revenue 1,451,176 1,250,790
Profit 260,656 239,821
238
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010
11. AVAILABLE-FOR-SALE FINANCIAL ASSETS
2010 2009
Note US$ US$
Unlisted shares, at cost 4,426,299 4,426,299
Equity investment listed outside Hong Kong, at cost 11(a) 8,202,571 8,202,571
At end of the reporting period 12,628,870 12,628,870
11(a) EQUITY INVESTMENT
The amount represents 938,486 units (2009: 938,486 units) of Oriental Hotels Limited (“OHL”), which is a
related Company. The market value of the units held at year end date was US$6,171,953 (2009: US$2,805,792).
In the opinion of directors, although OHL is listed in Luxemburg Stock Exchange, the shares of which are not
considered to be actively traded. Investment in OHL is stated at cost less any impairment loss. No impairment loss
has been made as the directors consider, based on a review of the future prospects of OHL, that the underlying
value of the investment at least equals its carrying value.
12. LOAN RECEIVABLE
The loan receivable is unsecured, bears interest at LIBOR + 5% per annum and repayable on 31 August 2010.
The maximum amount outstanding during the year was US$2,380,423. The carrying amount approximates its
fair value at the end of the reporting period.
13. DUE TO A SUBSIDIARY AND RELATED COMPANIES
The amounts due to a subsidiary and related companies are unsecured, interest-free and have no fixed repayment
term. The carrying amounts approximate their fair value at the end of the reporting period.
14. DUE TO ULTIMATE HOLDING COMPANY
2010 2009
US$ US$
Accounts receivable, loans and advance payable (620,000) (620,000)
Professional fees and charges payables 31,335 1,599,549
Shareholders’ deposits 150,260,380 33,110,380
Other deposits 28,253,500 28,253,500
177,925,215 62,343,429
Less: Repayable within one year 31,335 1,599,549
177,893,880 60,743,880
The amounts due are unsecured, interest-free and have no fixed repayment term. The ultimate holding Company
has the right to convert its shareholders’ deposits up to US$70 million and US$274 million into equity until 31
December 2012 and 1 April 2015 respectively and other deposits up to its carrying amount as at the end of the
reporting period not exceeding US$30 million into equity at any time. The shareholders’ and other deposits
are in the nature of quasi-equity loans to the Company and is neither required nor expected to be settled until
the Company has sufficient cash flows to meet all its current and non-current obligations. In the opinion of the
directors, except for the amount repayable within one year, no part of the amounts will be repayable within
twelve months from the end of the reporting period.
239
Taj International Hotel (H.K.) Limited
Notes to the Financial Statements for the year ended 31 March, 2010
15. BANK LOAN
The syndicated bank loan is unsecured, bears interest at LIBOR + 0.5% per annum and repayable in 2011.
16. SHARE CAPITAL
2010 2009
US$ US$
Authorised:
100,000,000 ordinary shares of US$1 each 100,000,000 100,000,000
Issued and fully paid:
At the beginning of the year 50,000,000 26,755,000
New shares issued - 23,245,000
At end of the reporting period 50,000,000 50,000,000
17. CASH (USED IN) GENERATED FROM OPERATIONS
2010 2009
US$ US$
Profit (Loss) before taxation 2,654,709 (1,517,464)
Amortisation of intangible assets 536,209 536,209
Provision for lease amortisation in a subsidiary - 32,919
Interest income (351,383) (547,672)
Interest expenses 352,099 1,032,374
Dividend income (175,403) (224,767)
Share of results of an associate (113,357) (92,522)
Changes in working capital:
Accounts receivable and advances 288,707 867,453
Due from subsidiaries 846,125 5,375,842
Due from an associate (26,104) (16,520)
Due from a related Company (2,380,423) -
Accounts payable and accrued charges (1,653,699) 1,649,925
Due to subsidiaries (34,558) 39,430
Due to related companies (451,345) (3,809,385)
Due to ultimate holding Company (1,568,214) 1,039,054
Cash (used in) generated from operations (2,076,637) 4,364,876
18. CONTINGENT LIABILITIES
St. James Court Hotel Limited owns the leasehold interest in a property in London, such interest having been
assigned to it in an earlier period by an erstwhile subsidiary Company on the basis of a licence granted by the
landlord of the property, Scottish Widows’ Fund and Life Assurance Society. The licence was granted for such
assignment upon the guarantee from the Company for the due performance and observance by St. James Court
Hotel Limited of the covenants and conditions contained in the licence. The obligations of the Company in
favour of the landlord shall remain in force throughout the full term of the lease, including any renewals.
240
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010
19. UNDERTAKINGS
In addition to the information disclosed elsewhere in these financial statements, the Company had the following
undertakings as at the end of the reporting period:
(a) The Company has confirmed its intention to make financial support to a subsidiary, St James Court Hotel
Limited (“SJCHL”) to meet its liabilities as they fall due for a period of at least one year from the date of
approval of SJCHL’s financial statements for the year ended 31 March 2010.
(b) The Company entered into a Share Retention Agreement with International Finance Corporation,
Washington, USA (“IFC”) in November 2003 in consideration for IFC providing loan facilities to a related
Company, TAL Maldives Resorts Private Limited (formerly Taj Maldives Private Limited) (“TMPL”),
through its 19.07% (2009: 19.07%) interest in TAL Hotels & Resorts Limited (formerly Taj Asia Limited).
The Taj Group, of which the Company is a member, agrees to maintain at least a 26% (2009: 26%) aggregate
effective shareholding in TMPL and to retain effective control of TMPL so long as any amount remains
outstanding under the loan agreement between TMPL and IFC.
20. RELATED PARTY TRANSACTIONS
In addition to the transactions / information disclosed elsewhere in these financial statements, during the year the
Company had the following transactions with related parties:
2010 2009
Related party relationship Nature of transaction US$ US$
Subsidiaries Operating fee income 678,087 722,388
Incentive fee income 556,216 687,791
Technical fee expenses (361,157) (446,589)
Company subject to significant Operating fee income 180,927 156,109
influence of common directors Incentive fee income 168,650 155,055
Technical fee income 527,759 481,364
The ultimate holding company has indemnified the Company against any possible losses arising from its
investment in a subsidiary, Samsara Properties Limited (“SPL”), totalling to US$168,470,999 in the form of
share capital of SPL and shareholders’ advances at the end of the reporting period.
21. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company’s principal financial instruments comprise mainly short-term deposits and bank loan. The main
purpose of these financial instruments is to raise and maintain finance for the Company’s operations. The
Company has various other financial instruments such as inter-company balances, which arise directly from its
business activities.
The main risks arising from the Company’s financial instruments are interest rate risk, foreign currency risk,
credit risk and liquidity risk. The Company does not have any written risk management policies and guidelines.
However, the board of directors generally adopts conservative strategies on its risk management and limit the
Company’s exposure to these risks to a minimum. The board of directors reviews and agrees policies for managing
each of these risks and they are summarised below.
Interest rate risk
The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s short-
term deposits and bank loan. At reporting date, if interest rates for short-term deposits and bank loan had been
25 and 50 basis points higher/lower respectively and all other variables were held constant, the Company’s net
income would decrease/increase by US$61,694 (2009: US$118,612).
241
Taj International Hotel (H.K.) Limited
Notes to the Financial Statements for the year ended 31 March, 2010
The sensitivity analysis above has been determined assuming that the change in interest rates had occurred at the
end of the reporting period and had been applied to the exposure to interest rate risk for all financial instruments
in existence at that date. The 25 and 50 basis points increase or decrease represents management’s assessment of
a reasonably possible change in interest rates over the period until the next annual end of the reporting period.
The analysis is performed on the same basis for 2009.
Foreign currency risk
The Company is exposed to foreign currency risk on transactions that are denominated in a currency other than
US Dollars. Inter-company balances are mainly denominated in Great British Pound (“GBP”). The management
considers the risk relating to foreign currency other than GBP to be insignificant in view of the outstanding
balances and current market condition.
At 31 March 2010, if the USD had weakened/strengthened by 5% against GBP with all other variables held
constant, the Company’s net profit for the year would have been US$152,610 (2009: US$170,617) higher/lower.
The sensitivity analysis has been determined assuming that the change in foreign exchange rates had occurred
at the end of the reporting period and had been applied to Company’s exposure to currency risk for all financial
instruments in existence at that date, and that all other variables, in particular interest rates, remain constant. The
stated changes in foreign currency represent management’s assessment of reasonably possible changes in foreign
exchange rates over the period until the next annual end of the reporting period.
Credit risk
The Company provides services only to related companies and recognised, creditworthy third parties. The
objective of the Company to manage credit risk is to control potential exposure to recoverability problem.
The maximum exposure to credit risk without taking account of any collateral held is represented by the carrying
amount of each financial asset in the balance sheet after deducting any impairment allowance.
Liquidity risk
The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use
of loans from bank and shareholders. The maturity profile of the Company’s financial liabilities at the end of the
reporting period based on contractual undiscounted payments is summarised below:
Less than 1 year Over 1 year Total
US$ US$ US$
As at 31 March 2010
Bank loan, unsecured - 32,420,946 32,420,946
Accounts payable and accrued charges 352,001 - 352,001
Due to related companies 1,857,568 - 1,857,568
Due to ultimate holding company 31,335 177,893,880 177,925,214
2,240,903 210,314,826 212,555,729
As at 31 March 2009
Bank loan, unsecured - 34,651,704 34,651,704
Accounts payable and accrued charges 2,005,827 - 2,005,827
Due to related companies 2,308,913 - 2,308,913
Due to ultimate holding company 1,599,549 60,743,880 62,343,429
5,914,289 95,395,584 101,309,873
242
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010
The financial support of US$8,205,181 as mentioned in note 19 to the financial statements are the maximum
amounts of financial support which could be called. Based on the expectations at the end of the reporting period,
the directors do not consider it probable that a claim will be made against the Company under these financial
support.
22. CAPITAL MANAGEMENT
The objectives of the Company’s capital management are to safeguard the entity’s ability to continue as a
going concern and to provide returns for shareholders. The capital structure of the Company consists of equity
attributable to equity holders of the Company, comprising share capital and reserves. The Company manages
its capital structure and makes adjustments, including payment of dividend to shareholders, return capital to
shareholders or issue new shares or sell assets to reduce debts. No changes were made in the objectives, policies
or processes during the years ended 31 March 2010 and 2009.
2010 2009
Schedule US$ US$
Turnover A 3,649,429 4,621,360
Other income B 464,058 2,073
Amortisation of intangible assets (536,209) (536,209)
Other operating expenses C (683,827) (4,664,836)
Finance costs D (352,099) (1,032,374)
Share of results of an associate 113,357 92,522
Profit (Loss) before taxation 2,654,709 (1,517,464)
243
Taj International Hotel (H.K.) Limited
Schedules to Detailed Income Statement for the year ended 31 March, 2010
2010 2009
A. TURNOVER US$ US$
Dividend income 175,403 224,767
Incentive fees 1,108,558 1,547,629
Interest income 351,383 547,672
Operating fees 1,486,326 1,684,928
Technical fees 527,759 616,364
3,649,429 4,621,360
B. OTHER INCOME
Exchange gain 460,160 -
Recruitment and reservation fees 3,898 2,703
464,058 2,703
C. OTHER OPERATING EXPENSES
Agency and arrangement fee 12,000 12,000
Auditor’s remuneration 20,982 20,313
Exchange loss - 3,602,252
General administrative expenses 50,405 147,768
Legal and professional fees 12,003 266,500
Provision for lease amortisation in a subsidiary - 32,919
Technical fees 420,898 517,875
Withholding taxes 167,539 65,209
683,827 4,664,836
D. FINANCE COSTS
Interest expenses on bank and other loans 352,099 1,032,374
244
Subsidiaries Accounts 2009-2010
Directors
Mr. F. K. Kavarana
Mr. R. N. Bickson
Mr. A. P. Goel
Mr. S. Nagpal
Mr. L. M. Nagpal (Alternate director to Mr S Nagpal)
Mr. R. Nagpal
Mr. R. M. Nagpal (Alternate director to Mr R Nagpal)
Mr. N. Chandrasekhar
Company Secretary
Mr. N. Chandrasekhar
Company Number
3888595
Registered Office
Buckingham Gate
London
SW1E 6AF
Auditors
PKF (UK) LLP
Farringdon Place
20 Farringdon Road
London
EC1M 3 AP
Bankers
Barclays Bank plc
Solicitors
Slaughter and May
1 Bunhill Row
London
EC1Y 8YY
245
ST. JAMES COURT HOTEL LIMITED
Principal activities
The Company operates a hotel and apartments at Buckingham Gate, London, SW1.
246
Subsidiaries Accounts 2009-2010
Financial instruments
The Company is exposed to the usual credit risk and cash flow risk associated with selling on credit and mangages
this through credit control procedures. The Company’s financial risk mangagement objective is to hedge its exposure
to currency and interest rate risks. As part of this interest risk management, in November 2008 the Company entered
into a 10 year interest rate derivative proprietary product based on a non-LIBOR index capped at 6.75%. Its policy is
to finance working capital through retained earnings and through borrowings at prevailing market interest rates.
Provision of information to auditors
Each of the persons who are directors at the time when this Directors’ report is approved has confirmed that:
• so far as that director is aware, there is no relevant audit information of which the Company’s auditors are
unaware; and
• that director has taken all the steps that ought to have been taken as a director in order to be aware of any
information needed by the Company’s auditors in connection with preparing their report and to establish that the
Company’s auditors are aware of that information.
Employees
It is the Company’s stated policy to ensure that ongoing communication and consultation takes place with regard to the
performance and future prospects of all its employees in all parts of the Company’s operations.
Disabled persons are employed and trained where aptitudes and abilities allow and suitable vacancies are available.
Where an employee becomes disabled, every attempt is made to continue his or her employment and to arrange
appropriate re-training or transfer.
Business risks
The Company’s business is affected by business risks associated with hoteliers operating in London. Economic growth
in general and tourism sector growth in particular will impact business volumes besides competition from other hotels.
The Company’s profitability can also be affected by increase in energy prices and unstable interest rates.
This report was approved by the board on 28 April 2010 and signed on its behalf.
Mr N Chandrasekhar
Director
247
ST. JAMES COURT HOTEL LIMITED
248
Subsidiaries Accounts 2009-2010
249
ST. JAMES COURT HOTEL LIMITED
Profit and Loss Account for the year ended 31 March, 2010
Note 2010 2009
£ £
TURNOVER 1,2 25,936,519 26,462,077
Cost of sales (13,230,936) (12,928,918)
GROSS PROFIT 3 12,705,583 13,533,159
Administrative expenses (9,666,650) (9,697,789)
OPERATING PROFIT 3 3,038,933 3,835,370
Interest receivable 15,302 58,035
Interest payable 6 (1,523,037) (2,543,035)
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 1,531,198 1,350,370
Tax on profit on ordinary activities 8 - 2,410
PROFIT FOR THE FINANCIAL YEAR 1,531,198 1,352,780
250
Subsidiaries Accounts 2009-2010
The financial statements were approved and authorised for issue by the board and were signed on its behalf on 28 April
2010
Mr. N. Chandrasekhar
Director
251
ST. JAMES COURT HOTEL LIMITED
252
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010
1. ACCOUNTING POLICIES
1.1 Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention and in accordance with
applicable accounting standards.
As at the balance sheet date the Company had net current liabilities of £5,416,569. The parent Company,
Taj International Hotels (HK) Limited, has confirmed its intention to continue to support the Company so
that it may meet its liabilities as they fall due for a period of at least one year from the date of approval
of these financial statements and hence the directors consider it appropriate to prepare these financial
statements on a going concern basis.
1.2 Turnover
Turnover represents amounts receivable for accommodation, food and beverage sales and ancillary hotel
services provided in the normal course of business, net of trade discounts, VAT and other sales related
taxes. Turnover is recognised at the point at which goods and services are delivered to the customer.
1.3 Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to
write off the cost of fixed assets, less their estimated residual value, over their expected useful lives on the
following bases:
Longterm leasehold property - Over term of lease
Fixtures, fittings and equipment - between 5 and 20% per annum
Leasehold building surfaces - 30 years straight line basis
Assets in the course of construction are not depreciated.
1.4 Leased assets
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets.
Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives.
Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where
substantially all of the benefits and risks of ownership are assumed by the Company. Obligations under
such agreements are included in creditors net of the finance charge allocated to future periods. The finance
element of the rental payment is charged to the profit and loss account so as to produce a constant periodic
rate of charge on the net obligation outstanding in each period.
1.5 Operating leases
Rentals under operating leases are charged on a straight line basis over the lease term. Benefits received and
receivable as an incentive to sign an operating lease are recognised on a straight line basis over the period
until the date the rent is expected to be adjusted to the prevailing market rate.
1.6 Stocks
Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete and
slow-moving stocks.
1.7 Deferred taxation
Full provision is made for deferred tax assets and liabilities arising from all timing differences between the
recognition of gains and losses in the financial statements and recognition in the tax computation.
A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will be
suitable taxable profits from which the future reversal of the underlying timing differences can be deducted.
Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the
timing differences are expected to reverse.
Deferred tax assets and liabilities are not discounted.
253
ST. JAMES COURT HOTEL LIMITED
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
1.8 Foreign currencies
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of
exchange ruling at the balance sheet date.
Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.
Exchange gains and losses are recognised in the profit and loss account.
1.9 Pensions
The Company operates a defined contribution pension scheme and the pension charge represents the
amounts payable by the Company to the fund in respect of the year.
1.10 Issue costs
Issue costs relating to debt instruments and long term loans are recognised in the profit and loss account at
a constant rate on the carrying amount of debt. Issue costs not yet recognised in the profit and loss account
are accounted for as a reduction in the carrying value of debt instruments and long term loans.
2. TURNOVER
An analysis of turnover by class of business is as follows:
2010 2009
£ £
Room revenue 20,052,754 20,285,631
Food and beverage 4,287,221 4,515,519
Other 1,596,544 1,660,927
25,936,519 26,462,077
3. OPERATING PROFIT
The operating profit is stated after charging/(crediting):
2010 2009
£ £
Depreciation of tangible fixed assets:
- owned by the company 2,273,356 2,457,755
- held under finance leases 70,738 51,730
Operating lease rentals
- Plant and machinery 4,706 21,315
- Other 508,612 508,773
Exchange gains (16,359) (29,914)
254
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
4. STAFF COSTS
The average monthly number of employees, including the directors, during the year was as follows:
2010 2009
No. No.
Operations 202 227
Administration 33 28
Total 235 255
2010 2009
£ £
Wages and salaries 5,036,073 5,161,558
Social security costs 520,733 488,428
Pension costs 50,153 48,064
Total 5,606,959 5,698,050
5. DIRECTORS’ REMUNERATION
2010 2009
£ £
Emoluments 209,261 161,443
7. AUDITORS’ REMUNERATION
2010 2009
£ £
Fees payable to the Company’s auditor for the audit of the Company’s
45,100 44,000
annual accounts
Fees payable to the Company’s auditor and its associates in respect of:
Other services relating to taxation 4,805 13,946
All other services 16,795 6,500
255
ST. JAMES COURT HOTEL LIMITED
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
8. TAXATION
2010 2009
£ £
Adjustments in respect of prior periods - (2,410)
Tax on profit on ordinary activities - (2,410)
Factors affecting tax charge for the year
The tax assessed for the year is lower than (2009 - lower than) the
standard rate of corporation tax in the UK (28%). The differences are
explained below:
Profit on ordinary activities before tax 1,531,198 1,350,370
Profit on ordinary activities multiplied by standard rate of corporation
428,735 378,104
tax in the UK of 28% (2009 - 28%)
Effects of:
Expenses not deductible for tax purposes 431,147 427,915
Capital allowances for year in excess of depreciation 8,080 (41,390)
Utilisation of tax losses (874,962) (764,629)
Other short term timing differences 7,000 -
Adjustments to tax charge in respect of prior periods - (2,410)
Current tax charge/(credit) for the year (see note above) - (2,410)
256
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
9. TANGIBLE FIXED ASSETS
Long term Furniture, Assets Under
leasehold fittings and Course of
property equipment Construction Total
£ £ £ £
Cost
At 1 April 2009 99,989,241 13,094,994 - 113,084,235
Additions - 732,297 1,245,811 1,978,108
Disposals - (353,242) - (353,242)
At 31 March 2010 99,989,241 13,474,049 1,245,811 114,709,101
Depreciation
At 1 April 2009 13,307,853 8,692,674 - 22,000,527
Charge for the year 1,491,138 852,956 - 2,344,094
On disposals - (353,242) - (353,242)
At 31 March 2010 14,798,991 9,192,388 - 23,991,379
Net book value
At 31 March 2010 85,190,250 4,281,661 1,245,811 90,717,722
The net book value of assets held under finance leases or hire purchase contracts, included above, are as follows:
Furniture, fittings and equipment 184,584 255,322
10. STOCKS
2010 2009
£ £
Stocks 245,107 258,725
The stocks consist of food and beverage, housekeeping and maintenance materials. The directors are of the opinion
that the replacement cost of these stocks is not significantly different to their carrying value.
11. DEBTORS
2010 2009
£ £
Trade debtors 1,873,535 1,857,045
Amounts owed by group undertakings 162,002 30,376
Other debtors 123,077 216,797
Prepayments and accrued income 289,302 253,422
Tax recoverable - 2,410
2,447,916 2,360,050
Prepayments and accrued income above includes interest receivable of £12,753 (2009: £nil).
257
ST. JAMES COURT HOTEL LIMITED
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
12. CREDITORS:
Amounts falling due within one year
2010 2009
£ £
Bank loans 2,250,000 2,250,000
Net obligations under finance leases and hire purchase contracts 96,296 103,876
Trade creditors 888,370 740,650
Amounts owed to group undertakings 3,381,238 4,117,946
Other creditors including taxation and social security 1,231,311 1,214,588
Accruals and deferred income 1,506,066 965,541
9,353,281 9,392,601
Accrual and deferred income above includes interest payable of
£ 94,706 (2009: £ 88,404).
258
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
The bank loan is secured by a first mortgage charge on the assets of the Company. The term of the loan is seven years
from August 2004. The loan is repayable by quarterly instalments at £1,250,000 per annum in the first year then rising
to £1,500,000, £1,750,000 and £2,000,000 respectively for the following three years and £2,250,000 for each of the
subsequent three years. The balance of £36,750,000 is repayable on maturity of the loan.
Interest is payable at a floating rate of LIBOR plus 0.4% on the amount of loan covered by cash deposits, and LIBOR
plus a margin of 1.00%, 1.25% or 1.40% on the amount of the loan not covered by cash deposits depending on the debt
cost ratio. An additional interest charge is also payable to the bank for its cost of compliance. Until November 2008,
the Company had an interest rate collar with a cap of 7% and a floor of 4.5% on the full value of the loan outstanding.
In November 2008, the Company entered into a 10 year interest rate derivative proprietary product based on a non-
LIBOR index for £20 m of the said loan with a cap of 6.75% and a floor of 0%.
14. SHARE CAPITAL
2010 2009
£ £
Authorised
100,000,000 - Ordinary shares of £1 each 100,000,000 100,000,000
15. RESERVES
Share
Profit and
premium
loss account
account
£ £
At 1 April 2009 1,191,976 (11,658,613)
Profit for the year - 1,531,198
At 31 March 2010 1,191,976 (10,127,415)
16. RECONCILIATION OF MOVEMENT IN SHAREHOLDERS' FUNDS
2010 2009
£ £
Opening shareholders' funds 46,061,275 44,708,495
Profit for the year 1,531,198 1,352,780
Closing shareholders' funds 47,592,473 46,061,275
17. NET CASH FLOW FROM OPERATING ACTIVITIES
2010 2009
£ £
Operating profit 3,038,933 3,835,370
Depreciation of tangible fixed assets 2,344,094 2,509,485
Loss on disposal of tangible fixed assets - 1,768
Decrease in stocks 13,618 4,503
Increase in debtors (77,523) (147,764)
Decrease in creditors (456,263) (1,715,224)
Net cash inflow from operations 4,862,859 4,488,138
259
ST. JAMES COURT HOTEL LIMITED
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
18. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN CASH FLOW STATEMENT
2010 2009
£ £
Returns on investments and servicing of finance
Interest received 2,549 59,902
Interest paid (1,357,848) (2,660,813)
Hire purchase interest (14,887) (16,375)
Net cash outflow from returns on investments and servicing of finance (1,370,186) (2,617,286)
Financing
Net repayment of loans (1,250,000) (3,125,000)
Repayment of finance leases (103,876) (80,070)
260
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
21. OPERATING LEASE COMMITMENTS
At 31 March 2010 the Company had annual commitments under non-cancellable operating leases as follows:
Land and buildings Other
2010 2009 2010 2009
£ £ £ £
Expiry date:
Within 1 year - - - 4,706
Between 2 and 5 years - - 4,706 8,235
After more than 5 years 500,000 500,000 - -
261
Chieftain Corporation NV
Chieftain Corporation NV
DIRECTORS
Mr N Chandrasekhar
Mr R H Parekh
Orangefield Trust (Antilles) NV
AUDITORS
PKF (UK) LLP
Farringdon Place
20 Farringdon Road
London
EC1M 3AP
REGISTERED OFFICE
Kaya W.F.G. Mensing 14
PO Box 3895, Willemstad
Curaçao
Netherlands Antilles
262
Subsidiaries Accounts 2009-2010
Directors' Report
The directors are pleased to present their report and the audited financial statements for the year ended 31 March,
2010.
DIRECTORS
The directors of the Company are shown on page 1. The directors hold no shares in the Company.
AUDITORS
A resolution for the reappointment of PKF (UK) LLP will be proposed at the forthcoming Annual General Meeting.
N. Chandrasekhar
Director
28 April, 2010
263
Chieftain Corporation NV
Opinion
In our opinion the financial statements give a true and fair view, in accordance with United Kingdom Generally
Accepted Accounting Practice, of the state of the Company's affairs as at 31 March 2010 and of its profit for the year
then ended.
264
Subsidiaries Accounts 2009-2010
Profit and Loss Account for the year ended 31 March, 2010
2010 2009
Notes £ £
Administrative credits / (expenses) 2 22,599 (96,276)
Profit for the year 22,599 (96,276)
Accumulated losses brought forward (700,201) (603,925)
Accumulated losses carried forward (677,602) (700,201)
265
Chieftain Corporation NV
The financial statements were approved and authorised for issue by the board and were signed on its behalf On 28
April 2010.
266
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010
1. ACCOUNTING POLICIES
(a) Accounting convention
The financial statements have been prepared under the United Kingdom Generally Accepted Accounting
Principles and under the historical cost convention, except for investments which are stated at the directors’
estimates of value at 31 March 2010.
(b) Foreign currencies
Transactions in foreign currencies are recorded at the rate prevailing on the date of the transaction. Foreign
currency assets and liabilities are restated at the balance sheet date and any profits or losses arising are
taken to the profit and loss account.
(c) Group accounts
These financial statements are those of the entity and not of the group. Group accounts are not prepared as
these are prepared by the ultimate parent company.
3. TAXATION
The company is exempt from taxation in the Netherlands Antilles as it is not resident for tax purposes.
No provision for taxation is necessary.
4. FIXED ASSET INVESTMENTS
Investment in Ihoco BV
The company holds 41,000 fully paid Dfl 100 shares in Ihoco BV which have been valued at this company’s
proportionate indirect interest (21.23%) of the directors’ estimates of the value of the issued ordinary shares of
St James Court Hotel Limited held by Ihoco BV.
6. REVALUATION RESERVE
At 1 April 2009 and 31 March 2010 12,241,310 -
The revaluation reserve represents the difference between cost of the investments at acquisition and the market value
as determined by the directors.
267
Chieftain Corporation NV
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
7. EQUITY SHAREHOLDERS' FUNDS 2010 2009
£ £
The reconciliation of movements in shareholders' funds is as follows:
Profit/(loss) for the year 22,599 (96,276)
At 31 March 2009 11,551,032 11,647,308
At 31 March 2010 11,573,631 11,551,032
2010 2009
Amounts due to: £ £
268
Subsidiaries Accounts 2009-2010
IHOCO BV
Directors:
Mr N Chandrasekhar
Mr R H Parekh
Auditors:
PKF (UK) LLP
Farringdon Place
20 Farringdon Road
London EC1M 3AP
Registered office:
Teleportboulevard 140
1043 EJ Amsterdam
269
IHOCO BV
Directors' Report
The directors are pleased to present their report and the audited financial statements for the year ended 31 March,
2010.
DIRECTORS
The directors of the Company are shown on page 1. The directors hold no shares in the Company.
AUDITORS
A resolution for the reappointment of PKF (UK) LLP will be proposed at the forthcoming Annual General Meeting.
N. Chandrasekhar
Director
28 April, 2010
270
Subsidiaries Accounts 2009-2010
271
IHOCO BV
272
Subsidiaries Accounts 2009-2010
Profit And Loss Account for the year ended 31 March, 2010
Notes 2010 2009
€ €
Administrative expenses 2 (8,805) (20,264)
Interest receivable 78 57
Loss before taxation (8,727) (20,207)
Taxation 7 3,971 (5,110)
Loss after taxation (4,756) (25,317)
Accumulated profit brought forward 9,952,742 9,978,059
Accumulated profit carried forward 9,947,986 9,952,742
2010 2009
€ €
Loss for the year (4,756) (25,317)
Unrealised gain/(loss) on revaluation of investments 508,363 (2,140,024)
Total recognised gain/(loss) 503,607 (2,165,341)
273
IHOCO BV
CURRENT ASSETS
Amounts due from parent
and fellow subsidiary undertakings 688,158 688,158
Other debtors and prepayments - 803
Cash at bank 6,999 1,844
695,157 690,805
CREDITORS
Amounts falling due within
one year:
Amounts due to parent and fellow
subsidiary undertaking 382,396 366,517
Other creditors and accruals 3,363 10,134
385,759 376,651
NET CURRENT ASSETS 309,398 314,154
TOTAL ASSETS LESS CURRENT
LIABILITIES 14,042,548 13,538,941
CAPITAL AND RESERVES
Paid up share capital 4 1,860,507 1,860,507
Revaluation reserve 5 2,234,055 1,725,692
Profit and loss account 9,947,986 9,952,742
EQUITY SHAREHOLDERS' FUNDS 6 14,042,548 13,538,941
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
28 April 2010.
N Chandrasekhar
Directors
R H Parekh
274
Subsidiaries Accounts 2009-2010
Notes To The Financial Statements for the year ended 31 March, 2010
1 ACCOUNTING POLICIES
(a) Accounting convention
The financial statements have been prepared under United Kingdom Generally Accepted Accounting
Principles and under the historical cost convention, except for investments which are stated at the directors’
estimate of value at 31 March 2010.
(b) Foreign currencies
Transactions in foreign currencies are recorded at the rate prevailing on the date of the transaction. Foreign
currency assets and liabilities are restated at the balance sheet date and any profits or losses arising are
recognised in the profit and loss account, except to the extent that they relate to the restatement of the fixed
asset investments at the balance sheet date and any unrealised gains or losses, being transferred directly to
reserves.
275
IHOCO BV
Notes To The Financial Statements for the year ended 31 March, 2010 (Contd.)
5 REVALUATION RESERVE €
At 31 March 2009 1,725,692
Gain arising in year 508,363
At 31 March 2010 2,234,055
The revaluation reserve represents the difference between cost of the investments at acquisition and the market value
as determined by the directors including the effect of movements in foreign currency rates of exchange.
The Company is an investment Company and does not normally receive trading income. The Company pays Dutch tax
on the deemed interest on net amounts due from related parties.
8 ULTIMATE PARENT UNDERTAKING, CONTROLLING AND RELATED PARTIES
The directors regard The Indian Hotels Company Limited, a Company incorporated in India, as the ultimate
parent undertaking and controlling party.
St James Court Hotel Limited, a fellow subsidiary undertaking incorporated in the United Kingdom, paid €15,879
(2009: €10,825) of legal and administrative fees on the Company’s behalf.
During the year, Taj International Hotels (HK) Limited, the parent undertaking, repaid €15,879 (2009: €25,538)
of the loan due to St James Court Hotel Limited on the Company’s behalf.
The balances with related parties at the year end are as follows:
2010 2009
€ €
Amounts due to/(from):
Chieftain Corporation NV - immediate parent undertaking (688,158) (688,158)
Taj International Hotels (HK) Limited - parent undertaking 382,396 366,517
276
Subsidiaries Accounts 2009-2010
Business Addresses The Bombay Brasserie, Courtfield Road, London, SW7 4QH
Quilon Restaurant, 41 Buckingham Gate, London, SW1E 6AF
Unit G, Bridge Road Industrial Estate, Southall, Middlesex,
UB2 4AB
277
Taj International Hotels Limited
Principal activities
The Company’s principal activities during the year are that of caterers and restaurant operators.
Business review
For the year under review, the turnover of the Company at £5.1m was 19% lower than the turnover of the previous
year. The Company had undertaken the activity of supplying meals to airlines operating out of Brussels during the
previous financial year that was discontinued in November 2008. Consequently, the Company’s lower revenues were
anticipated during the financial year under review.
The Company’s core business of restaurant operations reported turnover of about £3.9m with the availability of the
renovated Bombay Brasserie for the whole of the fiscal year under review. Members may be aware that during the
previous financial year, the celebrated eatery, which had completed 25 years of operations in December 2007, was
closed for the period from August 2008 to December 2008 and opened for commercial operations in January 2009
to good reviews from the press and food critics. Quilon, the Company’s other restaurant, which had won the coveted
‘Michelin’ star in January 2008, retained its rating in January 2009 and in calendar 2010 as well. The results from the
restaurants are therefore not comparable with that of the previous year.
The economic recession in the UK impacted the Company’s operations during the year under review. High-end
restaurant usage was perhaps the first casualty as a cautious public sought to tighten their belts in the midst of the worst
economic crisis since the Great Depression.
The Company reported Gross profits of £1.0 m against £1.2 m for the previous fiscal year. Operating Profit was mush
lower at £0.02 m against £0.15 m earned during the previous financial year. The Company managed to break-even
during the year at the Net Profit line against £0.12 m reported for the previous comparable period.
The Company is focused on retaining the premier image of both its restaurants in the culinary space in which each
operates. Covers, seat turnover, average spends, customer loyalty and satisfaction are the key performance parameters
for success in restaurant operations and the management remains focused on improving performance on all these
indicators. With cautious optimism evident in the UK economy after a gloomy and dismal calendar 2009, the Company
is confident of improving its financial performance in the years ahead.
Results
The profit for the year, after taxation, amounted to £721 (2009 - £121,560).
Directors
The directors who served during the year were:
Mr. R. Bickson
Mr. A. P. Goel
Mr. N. Chandrasekhar
Mr. R. Parekh
Financial instruments
The Company is exposed to the usual credit risk and cash flow risk associated with selling on credit and manages this
through credit control procedures.
278
Subsidiaries Accounts 2009-2010
Business risks
The Company’s business is affected by the business risks associated with the operations of catering and restaurant
trades in London. Tourism growth will have direct impact on business volumes, besides competition from other
restaurants. Unlikely cancellation of airline contracts can impact revenue considerably.
This report was approved by the board on 28 April 2010 and signed on its behalf.
Mr. N. Chandrasekhar
Director
279
Taj International Hotels Limited
280
Subsidiaries Accounts 2009-2010
281
Taj International Hotels Limited
Profit and Loss Account for the year ended 31 March, 2010
2010 2009
Note £ £
TURNOVER 1,2 5,148,227 6,375,552
Cost of sales (4,187,322) (5,185,494)
GROSS PROFIT 960,905 1,190,058
Administrative expenses (1,161,906) (1,298,431)
Other operating income 3 222,075 257,296
OPERATING PROFIT 4 21,074 148,923
Interest receivable 717 42,180
Interest payable 7 (9,436) -
PROFIT ON ORDINARY ACTIVITIES BEFORE TAXATION 12,355 191,103
Tax on profit on ordinary activities 8 (11,634) (69,543)
PROFIT FOR THE FINANCIAL YEAR 16 721 121,560
There were no recognised gains and losses for 2010 or 2009 other than those included in the profit and loss account.
282
Subsidiaries Accounts 2009-2010
The financial statements were approved and authorised for issue by the board and were signed on its behalf on
28 April, 2010
Mr. N. Chandrasekhar
Director
283
Taj International Hotels Limited
2010 2009
£ £
Increase/(Decrease) in cash in the year 303,045 (789,119)
Cash (inflow)/outflow from (increase)/decrease in debt and lease financing (244,540) 957
MOVEMENT IN NET DEBT IN THE YEAR 58,505 (788,162)
Net funds at 1 April 2009 284,247 1,072,409
NET FUNDS AT 31 MARCH 2010 342,752 284,247
284
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010
1. ACCOUNTING POLICIES
1.1 Basis of preparation of financial statements
The financial statements have been prepared under the historical cost convention and in accordance with
applicable accounting standards.
1.2 Turnover
Turnover comprises revenue recognised by the company in respect of goods and services supplied, exclusive
of Value Added Tax and trade discounts.
1.3 Tangible fixed assets and depreciation
Tangible fixed assets are stated at cost less depreciation. Depreciation is provided at rates calculated to
write off the cost of fixed assets, less their estimated residual value, over their expected useful lives on the
following bases:
Leasehold Improvements - Over the period of the lease
Fixtures, fittings and equipment - 20% straight line
1.4 Leasing and hire purchase
Assets obtained under hire purchase contracts and finance leases are capitalised as tangible fixed assets.
Assets acquired by finance lease are depreciated over the shorter of the lease term and their useful lives.
Assets acquired by hire purchase are depreciated over their useful lives. Finance leases are those where
substantially all of the benefits and risks of ownership are assumed by the company. Obligations under
such agreements are included in creditors net of the finance charge allocated to future periods. The finance
element of the rental payment is charged to the Profit and loss account so as to produce a constant periodic
rate of charge on the net obligation outstanding in each period.
1.5 Stocks
Stocks are valued at the lower of cost and net realisable value after making due allowance for obsolete
and slow-moving stocks. Cost includes all direct costs and an appropriate proportion of fixed and variable
overheads.
1.6 Deferred taxation
Full provision is made for deferred tax assets and liabilities arising from all timing differences between the
recognition of gains and losses in the financial statements and recognition in the tax computation.
A net deferred tax asset is recognised only if it can be regarded as more likely than not that there will
be suitable taxable profits from which the future reversal of the underlying timing differences can be
deducted.
Deferred tax assets and liabilities are calculated at the tax rates expected to be effective at the time the
timing differences are expected to reverse.
Deferred tax assets and liabilities are not discounted.
1.7 Foreign currencies
Monetary assets and liabilities denominated in foreign currencies are translated into sterling at rates of
exchange ruling at the balance sheet date.
Transactions in foreign currencies are translated into sterling at the rate ruling on the date of the transaction.
Exchange gains and losses are recognised in the Profit and loss account.
1.8 Pensions
The company operates a defined contribution pension scheme and the pension charge represents the
amounts payable by the company to the fund in respect of the year.
285
Taj International Hotels Limited
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
2. TURNOVER
A geographical analysis of turnover is as follows:
2010 2009
£ £
UK 5,148,227 4,585,844
EU - 1,789,708\
5,148,227 6,375,552
All turnover arose within the United Kingdom and the European Union.
3. OTHER OPERATING INCOME 2010 2009
£ £
Other operating income 222,075 257,296
The average monthly number of employees, including the directors, during the year was as follows:
2010 2009
No. No.
Administration, kitchen and waiting staff 83 89
286
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
7. INTEREST PAYABLE
2010 2009
£ £
On bank loans and overdrafts 6,910 -
Other interest payable 2,526 -
9,436 -
287
Taj International Hotels Limited
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
9. TANGIBLE FIXED ASSETS
Leasehold Furniture, Total
improvements fittings and
equipment
£ £ £
Cost
At 1 April 2009 1,260,798 755,331 2,016,129
Additions 31,938 28,187 60,125
At 31 March 2010 1,292,736 783,518 2,076,254
Depreciation
At 1 April 2009 99,714 246,013 345,727
Charge for the year 64,721 110,638 175,359
At 31 March 2010 164,435 356,651 521,086
Net book value
At 31 March 2010 1,128,301 426,867 1,555,168
At 31 March 2009 1,161,084 509,318 1,670,402
288
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
13. CREDITORS:
Amounts falling due after more than one year 2010 2010
£ £
Bank loans 146,297 -
Bank loans
Amounts falling due:
Within one year 98,243 -
Between one and two years 102,381 -
Between two and five years 43,916 -
244,540 -
Included within amounts falling due within one year (98,243) -
Total 146,297 -
The bank loan is repayable by monthly instalments over a total term of 36 months. Interest is charged at the
bank’s base rate plus 3.625% per annum. The loan is secured by a fixed and floating charge over the assets of
the company.
14. DEFERRED TAXATION
2010 2009
£ £
At beginning of year 18,895 4,887
Charge for year 26,579 14,008
At end of year 45,474 18,895
The provision for deferred taxation is made up as follows:
Accelerated capital allowances 45,474 18,895
289
Taj International Hotels Limited
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
17. RECONCILIATION OF MOVEMENT IN SHAREHOLDERS’ FUNDS
2010 2009
£ £
Opening shareholders’ funds 1,791,892 1,670,332
Profit for the year 721 121,560
Closing shareholders’ funds 1,792,613 1,791,892
19. ANALYSIS OF CASH FLOWS FOR HEADINGS NETTED IN CASH FLOW STATEMENT
2010 2009
£ £
Returns on investments and servicing of finance
Interest received 717 42,180
Interest paid (9,436) -
Net cash (outflow)/inflow from returns on investments and servicing
(8,719) 42,180
of finance
Financing
New secured loans 300,000 -
Repayment of loans (55,460) -
Repayment of finance leases - (957)
Net cash inflow/(outflow) from financing 244,540 (957)
290
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
20. ANALYSIS OF CHANGES IN NET DEBT
1 April Cash flow Other 31 March
2009 non-cash 2010
changes
£ £ £ £
Cash at bank and in hand: 284,247 303,045 - 587,292
Debt:
Debts due within one year - (98,243) - (98,243)
Debts falling due after more than one year - (146,297) - (146,297)
Net funds 284,247 58,505 - 342,752
291
Taj International Hotels Limited
Notes to the Financial Statements for the year ended 31 March, 2010 (Contd.)
At the balance sheet date Taj International Hotels Limited had the following balances with other group companies.
Amounts were due from Taj International Hotels (HK) Limited of £67,978 (2009: £95,494). Amounts were due
to The Indian Hotel Company Limited of £131,474 (2009: £109,167). Amounts were due from St James Court
Hotel Limited of £56,998 (2009: £4,963) and to St James Court Hotel Limited of £4,430 (2009: £14,109).
During the year there was one loan made to a Director for £18,000 (2009: Nil). The amount was outstanding at
the year end.
292
Subsidiaries Accounts 2009-2010
BOARD OF DIRECTORS
Anil P. Goel
R. H. Parekh
N. Chandrasekhar
Niyant Maru
REGISTERED OFFICE
Trident Chambers
P.O. Box 146
Road Town
Tortola
British Virgin Islands
REGISTERED AGENT
Trident Trust Company (B.V.I.) Limited
British Virgin Islands
BANKERS
The Hong Kong and Shanghai Banking Corporation Limited
Standard Chartered Bank
AUDITORS
M/s. Patel & Deodhar
Chartered Accountants
293
Samsara Properties Limited
Directors' Report
To the Members
The Board of Directors of Samsara Properties Limited has pleasure in submitting its report and audited financial
statements for the year ended 31 March 2010.
Directors
The names and details of the directors in office during or since the end of the financial year are:
Anil P. Goel
R. H. Parekh
Niyant Maru
N. Chandrasekhar
Unless otherwise indicated, all directors held their positions as directors throughout the financial year and upto the
date of this report.
Directors' Interests
No contracts of significance to which the Company, its holding Company or any of its subsidiaries or fellow subsidiaries
was a party and in which the director of the Company had a material interest, whether directly or indirectly, subsisted
at the end of the year or at any time during the year.
At no time during the year was the Company, its holding Company or any of its subsidiaries or fellow subsidiaries a
party to any arrangements to enable the directors of the Company to acquire benefits by means of acquisition of shares
in, or debentures of, the Company or any other body corporate.
Principal Activities
The principal activity of the Company is investment holding.
The Company holds 100% of the paid-up capital of IHMS (Australia) Pty. Limited which is incorporated and has its
principal place of business in Australia.
IHMS (Restaurants) Pty Limited, an inoperative subsidiary of the Company incorporated in Australia, was deregistered
on 4 November 2009 and has consequently ceased to exist.
Auditors
A resolution for the re-appointment of M/s Patel & Deodhar, Chartered Accountants, as auditors of the Company will
be proposed at the forthcoming Annual General Meeting.
R. H. Parekh
Director
4 May, 2010
294
Subsidiaries Accounts 2009-2010
We have audited the attached Balance Sheet of Samsara Properties Limited, having its registered office at Trident
Trust Company (BVI) Limited, Trident Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands as at 31st
March 2010 and also the annexed Profit and Loss Account for the year ended on that day. This Company was originally
incorporated under the British Virgin Islands. The International Companies Act (Cap 291) and stands automatically
registered under the BVI Business Companies Act, 2004 in terms of Schedule 2 Clause 4(b) of the said Act enacted by
the legislature of Virgin Islands and Gazetted on 29th December, 2004.
The financial statements are prepared in accordance with the Generally Accepted Accounting Practices followed in
India. These financial statements are the responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our Audit.
We conducted our audit in accordance with auditing standards generally accepted in India. Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing accounting principles used and significant estimates made
by the management, as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
Further we report that -
(a) We have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purpose of our audit;
(b) In our opinion, proper books of accounts have been kept by the Company so far as appear from our examination
of those books;
(c) The Balance Sheet and the Profit and Loss Account dealt with by this report are in agreement with the books of
account;
(d) In our opinion and to the best of our information and according to the explanations given to us, the said accounts,
read together with the notes there on, give a true and fair view-
i. In the case of Balance Sheet, of the state of affairs of the Company as at 31st March, 2010; and
ii. In case of the Profit and Loss Account, of the loss for the year ended on that date;
iii. In the case of Cash Flow Statement, of the cash flows for the year ended on that date.
Deepa M. Bhide
Partner
Membership Number-49616
4 May, 2010
295
Samsara Properties Limited
296
Subsidiaries Accounts 2009-2010
PROFIT AND LOSS ACCOUNT for the year ended 31 March, 2010
2008-09
Schedule US Dollars US Dollars
INCOME
Interest received 26,061 242,295
Dividend received on shares - 366,057
26,061 608,352
EXPENDITURE
Loss on deregistration of Subsidiary 1 -
Establishment and other expenses 32,607 22,170
Professional Fees 223,957 665,648
Audit fees 827 829
Loss on foreign exchange fluctuations (net) 1,762,313 (6)
Finance Costs
Interest 17,301,503 16,352,884
Bank Loan Financing costs 1,000,000 1,000,000
Ammortization of Bank Loan charges 2,197,563 -
22,518,772 18,041,525
PROFIT BEFORE TAX (22,492,711) (17,433,173)
Less: Provision for Tax - -
PROFIT AFTER TAX (22,492,711) (17,433,173)
Balance brought forward from previous year (27,153,489) (9,720,316)
Balance carried to Balance Sheet (49,646,200) (27,153,489)
Earnings per share - basic and diluted - -
NOTES TO THE ACCOUNTS H
297
Samsara Properties Limited
298
Subsidiaries Accounts 2009-2010
299
Samsara Properties Limited
300
Subsidiaries Accounts 2009-2010
301
Samsara Properties Limited
Schedules forming part of the Balance Sheet as at 31 March 2010 and the Profit and
Loss Account for the period ended on that date
Schedule 'H' Notes to the Accounts
1. Corporate Information
The Company is an international business company incorporated on 5 June 1998 in the British Virgin Islands
under the International Business Companies Act (Cap. 291). Consequent to the International Business Companies
Act being repealed, the Company was automatically deemed to be re-registered with effect from 1 January 2007
under the BVI Business Companies Act, 2004.
The Company’s registered office is situated at the offices of Trident Trust Company (B.V.I.) Limited, Trident
Chambers, P.O. Box 146, Road Town, Tortola, British Virgin Islands.
The Registered Agent of the Company is Trident Trust Company (B.V.I.) Limited incorporated in the British
Virgin Islands.
The Company is a wholly owned subsidiary of Taj International Hotels (H.K.) Limited, which is incorporated in
Hong Kong. The ultimate holding company is The Indian Hotels Company Limited (IHCL), which is incorporated
in India.
The principal activity of the Company is investment holding.
2. Principal Accounting Policies
a. Basis of Preparation
The accompanying financial statements have been prepared in accordance with the historical cost
convention.
b. Going Concern
The financial statements have been prepared on a going concern basis, which contemplates continuity of
normal business activities and realization of assets and settlement of liabilities in the ordinary course of
business.
IHCL has agreed to continue to make available financial support to the Company till such time as the
Company resumes profitability and is financially stable and independent.
c. Recognition of Income and Expenditure
All income and expenditure is accounted on accrual basis. These financial statements have been prepared
in accordance with the applicable law and Generally Accepted Accounting Practices (GAAP) followed in
India.
d. Use of estimates
The preparation of financial statements in conformity with GAAP requires the management to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent liabilities at the date of the financial statements, and reported amounts of revenues and expenses
for the year. Actual results could differ from these estimates. Any revision to the accounting estimates is
recognized prospectively in the current and future periods.
302
Subsidiaries Accounts 2009-2010
Schedules forming part of the Balance Sheet as at 31 March 2010 and the Profit and
Loss Account for the period ended on that date (Contd.)
e. Investments
Investments (including investments in subsidiaries) are stated at cost inclusive of expenses relating to
acquisition. In accordance with Accounting Standard (AS) 13, provision for diminution in the value of
long-term investments is made to the extent that such decline, in the opinion of the Board of Directors, is
considered to be other than temporary taking into account relevant factors affecting the investment.
Profit / (loss) on sale of investments is determined with reference to the average cost of the investments on
the date of sale.
f. Foreign Currency Transactions
The financial statements are prepared in the currency of the United States of America, i.e. United States
Dollars, which is the Company’s functional and presentational currency.
Foreign exchange transactions are translated into the functional currency using the exchange rates prevailing
at the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such
transactions and from the translation at year-end exchange rates of monetary assets and liabilities relating
to integral foreign operations denominated in foreign currency are recognized in the income statement.
In respect of non-integral foreign operations, foreign exchange gains and losses resulting from the
translation at year-end exchange rates of monetary and non-monetary assets and liabilities denominated in
foreign currency are accumulated in a Foreign Currency Translation Reserve until the disposal of that asset
or liability.
g. Derivative Instruments
Foreign currency balances covered by foreign exchange forward contracts are converted at the year end
at the contracted forward rates and the differences are recognized in the income statement. Premium on
forward contracts is accounted over the period of the contract.
The gain or loss on option contracts is recognized in the period in which the option is exercised or, if the
option expires without being exercised, in the period in which the option expires. The option premium is
accounted over the period of the contract.
h. Consolidated Financial Statements
Consolidated financial statements of the Company and its subsidiaries have not been presented as the
Company itself is a subsidiary of another company. The immediate and ultimate parent undertakings of the
Company are required to present consolidated financial statements.
3. The loan advanced by the Company to its subsidiary, IHMS (Australia) Pty Ltd (IHMSA), is denominated in
Australian Dollars, interest-free with no fixed terms of repayment. The loan is no longer subordinated to a bank
consequent to the settlement of all obligations to the bank by the subsidiary.
4. The Company has an investment of USD 261.83 million in Orient-Express Hotels Ltd. (OEH), a company listed
on the New York Stock Exchange. On the basis of the market price of OEH on the Balance Sheet date, there is
a diminution in the value of the Company’s investment in OEH. The Company’s investment in OEH is for the
long-term and is strategic in nature. OEH is a venerable, more than 70-years old company, which has consistently
made profits and provided healthy return to its shareholders. All its assets are unique, iconic, strategically located
and of world class quality. On the basis of the Company’s long-term commitment and on consideration of the
valuation report of an independent valuer as also other long-term strategies of the Company, in the opinion of the
Management, the diminution in value of its shareholding of OEH is of a temporary nature.
303
Samsara Properties Limited
Schedules forming part of the Balance Sheet as at 31 March 2010 and the Profit and
Loss Account for the period ended on that date (Contd.)
5. Related Party Transactions
During the year, the Company undertook the following transactions with related parties:
All figures in USD
Particulars of Transactions Current year Previous year
Loans received from immediate holding company 117,636,218 33,253,500
[Of the above, amount converted into share capital] -- 20,000,000
Loans advanced to Wholly Owned Subsidiary 9,719,686 5,000,000
6. Figures for the previous period have been re-grouped wherever necessary to conform to the current year’s
presentation.
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Subsidiaries Accounts 2009-2010
Board of Directors :
Mr. Niyant Maru Director
Mr. R. H. Parekh Director
Mr. K. Mohanchandran Director
Mr. Sanjay Umashankar Director
Registered Office :
6, Cowper Wharf Road
Woolloomoolloo, NSW
Australia
Auditors :
Ernst & Young
Sydney, Australia
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IHMS (Australia) Pty. Limited
Directors' Report
Your Directors submit their report for the year ended 31 March, 2010
DIRECTORS
The names and details of the Company’s directors in office during the financial period and until the date of this reports
are as follows. Directors were in office for this entire period unless otherwise stated.
Niyant Maru
R. H. Parekh
K. Mohanchandran (Appointed: 9th May 2006; Resigned: 27th May 2009)
Sanjay Umashankar (Appointed: 27th May 2009)
DIVIDEND
No dividends have been paid or declared since the end of the previous financial year, nor do the directors recommend
the declaration of a dividend (2009: A$ Nil).
CORPORATE INFORMATION
IHMS (Australia) Pty. Limited (trading as Blue Sydney Hotel) is a Company limited by shares that is incorporated and
domiciled in Australia.
The ultimate parent entity is The Indian Hotels Company Limited, a Company registered in India.
The registered office and principal place of business of the Company is, 6 Cowper Wharf Road, Woolloomooloo
NSW.
The Company employed 90 employees at 31 March 2010 (2009: 91 employees)
PRINCIPAL ACTIVITIES
During the financial period the Company has continued its principal activity of management and operation of Blue
Sydney Hotel, at Wooloomooloo, Sydney, New South Wales.
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Subsidiaries Accounts 2009-2010
SHARE OPTIONS
No option to shares in the Company has been granted to any person. No shares have been issued during the financial
period or since the end thereof by virtue of the exercise of any options. There are no unissued shares under option at
the date of this report.
AUDITOR INDEPENDENCE
The Directors received an independence declaration from the auditor, Ernst & Young. A copy has been included on
page 278 of the report.
Signed in accordance with a resolution of the Directors.
Sanjay Umashankar
Director
Sydney, 30 April 2010
307
IHMS (Australia) Pty. Limited
Garry Wayling
Partner
30 April 2010
308
Subsidiaries Accounts 2009-2010
Note: The above statement of Comprehensive Income should be read in conjunction with the accompanying notes.
309
IHMS (Australia) Pty. Limited
Note :The above statement of Financial Position should be read in conjunction with the accompanying notes.
310
Subsidiaries Accounts 2009-2010
Note: The above statement of changes in equity should be read in conjunction with the accompanying notes.
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IHMS (Australia) Pty. Limited
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Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended 31 March, 2010
1. CORPORATE INFORMATION
The financial report of IHMS (Australia) Pty. Limited (trading as Blue Sydney Hotel) for the year ended 31 March
2010 was authorized for issue in accordance with a resolution of the directors on 30 April 2010.
IHMS (Australia) Pty. Limited (trading as Blue Sydney Hotel) is a Company Limited by shares incorporated and
domiciled in Australia. The ultimate holding entity of the Company is The Indian Hotels Company.
The nature of the operations and principal activities of the Company are described in the Directors’ Report.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Preparation
This special purpose financial report has been prepared for distribution to the members to fulfill the
director’s financial reporting requirement under the Companies Act, 2001. The accounting policies used in
the preparation of this financial report, are described below, for consistent with the previous years and are,
in the opinion of the directors, appropriate to meet the needs of the members:
(i) The financial report has been prepared on an accrual basis of accounting including the historical cost
convention and the going concern assumption.
(ii) The requirements of Australian Accounting Standard and other financial reporting requirements in
Australia do not have mandatory applicability to IHMS (Australia) Pty. Limited (Trading as Blue
Sydney Hotel) because it is not a “Reporting entity”. However, the directors have determined that in
order for the financial report to give a true and fair view of the Company’s performance cash flows and
financial position and requirements of Australian Accounting Standard and other financial reporting
requirements in Australia relating to measurement of Assets, Liabilities, Revenues, Expenses and
Equity should be complied with.
Accordingly the financial report has been prepared in accordance with Corporations Act, 2001.
The basis of accounting specified by all Accounting Standards and interpretation and disclosure
requirements of AASB101 presentation of financial statements AASB107 cash flow statement
AASB108 Accounting policies changes in Accounting Estimates and Errors AASB1031 Materiality
and AASB1048 Interpretation and Application of Standards which apply to all entities require to
prepare financial reports under the Corporations Act, 2001.
(b) Going Concern
The financial report has been prepared on a going concern basis, which contemplates continuity of normal
business activities and realization of assets and settlement of liabilities in the ordinary course of business.
The Company incurred an operating loss of A$ 1,048,403 for the year ended 31 March 2010. (2009: loss of
A$ 1,658,440) At the Balance Sheet date the Company’s current liabilities exceeded current assets by A$
27,857,144 (2009: A$ 27,769,749)
The Company has obtained a letter of support from its ultimate holding entity, The Indian Hotels Company
Limited, which states that it will continue to provide financial support to the Company to enable it to pay
its debt as and when they fall due for period of at least 12 months from the date of this report. This includes
over draft working capital facilities with HSBC Bank Australia Limited.
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IHMS (Australia) Pty. Limited
Notes to the Financial Statements for the year ended March, 2010 (Contd.)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd.)
314
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended March, 2010 (Contd.)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd.)
315
IHMS (Australia) Pty. Limited
Notes to the Financial Statements for the year ended March 2010, (Contd.)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd.)
316
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended March 2010, (Contd.)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd.)
Depreciation is calculated on a straight –line basis over the estimated useful life of the assets as follows:
Building : 10 to 40 years
Furniture, fixture and fitting – over 5 to 15 years
Plant and equipment – over 7 to 40 years
The assets 'residual values' useful lives and amortization methods are reviewed, and adjusted if appropriate,
at each financial period end.
Derecognition and Disposal
An item or property, plant equipment is derecognized upon disposal or when no further future economic
benefits are expected from its use or disposal.
Any gain or loss arising on derecognition of the asset (calculated as the difference between the net disposal
proceeds and the carrying amount of the asset) is included in profit or loss in the periods the asset is
derecognized.
(m) Impairment of non-financial assets
Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying
amount may not be recoverable. An impairment loss is recognized for the amount by which the assets’
carrying amount exceeds its recoverable amount. Recoverable amount is the higher of an assets fair value
less costs to sell and value in use. For the purpose of assessing impairment assets are grouped at the lowest
levels for which there are separately identifiable cash inflows that are largely independent of the cash
inflows from other assets or groups of assets (cash-generating units). Non-financial assets that suffered an
impairment are tested for possible reversal of the impairment whenever events or changes in circumstances
indicate that the impairment may have reversed.
(n) Trade and other payables
Trade payables and other payables are carried at amortised cost. They represent liabilities for goods and
services provided to the Company prior to the end of the financial year that are unpaid and arise when the
Company become becomes obliged to make future payments in respect of the purchase of these goods and
services.
(o) Interest-bearing loans and borrowings
All loans and borrowings are initially recognized all the fair value of the consideration received less directly
attributable transaction costs.
After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortised
cost using the effective interest method.
Gains and losses are recognized in profit or loss when the liabilities are derecognized.
Borrowings are classified as current liabilities unless the Company has an unconditional right to defer
settlement of the liability for at least 11 months after the Balance Sheet date.
(p) Employee leave benefits
Wages, salaries, annual leave and sick leave
Liabilities for wages and salaries, including non-monetary benefits, annual leave and accumulating sick
leave expected to be settled within 12 months of the reporting date are recognized in other payables in
respect of employees services up to the reporting date. They are measured at the amounts expected to be
317
IHMS (Australia) Pty. Limited
Notes to the Financial Statements for the year ended March, 2010 (Contd.)
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Contd.)
paid when the liabilities are settled. Liabilities for non-accumulating sick leave are recognized when the
leaves is taken and are measured at the rates paid or payable.
Long services leave
The liabilities for long service leave is recognized and measured as the present value of expected future
payments to be made in respect of services provided by employees up to the reporting date using projected
unit credit method. Consideration is given to expected future wage and salary levels, experience of
employee departures, and periods of service. Expected future payments are discounted using market yields
at the reporting date on national government bonds with terms to maturity and currencies that match, as
closely as possible, the estimated future cash outflow.
(q) Contributed equity
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or
options are shown in equity as a deduction, net of tax from the proceeds.
(r) Significant accounting judgments estimates and assumption.
The preparation of the financial statements requires management to make judgments, estimates and
assumptions that affect the reported amounts in the financial statement. Management continually evaluates
its judgment and estimates in relation to assets, liabilities, contingent liabilities, revenue and expenses.
Management bases its judgments and estimates on historical experience and on other various factors it
believes to be reasonable under the circumstances, the result of which form the basis of the carrying values
of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these
estimates under different assumptions and conditions.
Management has identified the following critical accounting policies for which significant judgements,
estimates and assumption, made. Actual results may differ from these estimates under different assumptions
and condition and may materially affect financial results or the financial position reported in future
periods.
Further details of the nature of these assumption and conditions may be found in the relevant notes to the
financial statements.
(i) Significant accounting judgments
Impairment of non-financial assets
The Company assesses impairment of all assets at each reporting date by evaluating conditions specific
to the Company and to the particular asset that may lead to impairment. These include performance,
technology, economic and political environments and future expectations. If an impairment trigger
exists the recoverable amount of the asset is determined. Management do not consider that the trigger
for impairment testing have been significant enough and as such these sets have been tested for
impairment in the financial period.
(ii) Significant accounting estimates and assumptions
Estimation of useful lives of assets
The estimation of the useful lives of assets has been based on historical experience. In addition,
the condition of the assets is assessed at least once per year and considered against the remaining
useful life. Adjustments to useful lives are made when considered necessary. Depreciation charges
are included in note 9.
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Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended March, 2010 (Contd.)
2010 2009
A$ A$
3. REVENUE AND EXPENSES
(a) Other Income
Government grants (Export Market Development Grant) 50,000 -
Net foreign Currency gains 15,098 3,405
Total Other Income 65,098 3,405
(b) Breakdown of Employee Benefits Expenses
Wages and salaries 4,118,307 4,152,950
Workers' compensation costs 191,004 300,254
Defined contribution plan expenses 330,116 315,746
Contractors / Casuals payment 304,613 173,353
Other employee benefits expenses 223,297 163,376
Total employee benefits expenses 5,167,337 5,105,679
(c) Breakdown of Depreciation Expenses
Depreciation of non-current assets
Building 734,632 772,635
Plants and equipment 146,737 129,034
Furniture and fittings 264,802 275,195
Total depreciation expenses 1,146,171 1,176,864
(d) Finance costs
Bank loans and overdraft 483,257 912,325
Total finance costs 483,257 912,325
4. INCOME TAX
A reconciliation of income tax expenses applicable to accounting profit/(loss) before income tax at the statutory
income tax rate to income tax expenses at the company's effective income tax rate for the periods ended 31 March
2010 and 31 March 2009 is as follows:
Accounting loss before income tax (1,048,403) (1,658,440)
As the statutory income tax rate of 30% (2009:30%) (314,521) (497,532)
Unrecognised tax losses 314,521 497,532
Income tax expense - -
The Company has tax losses on the balance sheet date that arose in Australia of A$ 16,992,360 (2009:A$15,943,957)
and are available indefinitely for offset against future taxable profits. No deferred tax asset in respect of these losses
is recognised and brought to account as utilisation of the tax losses is not regarded immediately probable.
319
IHMS (Australia) Pty. Limited
Notes to the Financial Statements for the year ended March, 2010 (Contd.)
5. CASH AND CASH EQUIVALENTS 2010 2009
A$ A$
Cash at bank and in hand 86,224 56,515
a) Reconciliation of cash
For the purposes of the cash flow statement cash and cash equivalents
comprise the following:
Cash at bank and in hand 86,224 56,515
Bank overdrafts - (1,056,427)
86,224 (999,912)
(b) Reconciliation from the net profit/(loss) after tax to the net cash
flows from operations
Net loss (1,048,403) (1,658,440)
Adjustment for
Depreciation 1,146,171 1,176,864
Borrowing costs amortised 68,789 37,521
Changes in assets and liabilities
(increase)/decrease in trade and other receivables (93,373) 197,237
(increase)/decrease in inventory 1,143 14,144
(increase)/decrease in other assets 42,854 110,685
(Decrease)/increase in trade and other creditors (296,635) (5,670)
(Decrease)/increase in provision 10,689 (569)
(Decrease)/increase in other liabilities - -
Net cash flow from/(used in) operating activities (168,765) (128,228)
320
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended March, 2010 (Contd.)
9. PROPERTY, PLANT AND EQUIPMENT 2010 2009
Buildings A$ A$
At cost 22,434,547 22,434,547
Accumulated depreciation (8,185,292) (7,450,659)
Net carrying amount 14,249,255 14,983,888
Plant and equipment
At cost 1,729,376 1,659,448
Accumulated depreciation (1,124,207) (977,471)
Net carrying amount 605,169 681,977
Furniture and fittings
At cost 5,510,286 5,353,095
Accumulated depreciation (4,339,097) (4,074,295)
Net carrying amount 1,171,189 1,278,800
Total property, plant and equipment
At fair value - -
At cost 29,674,209 29,447,090
Accumulated depreciation and impairment (13,648,596) (12,502,425)
Net carrying amount 16,025,613 16,944,665
Movement in property, plant and equipment
Buildings
Balance at the beginning of the period
At cost 22,434,547 22,428,190
Accumulated depreciation (7,450,660) 6,678,025
Net carrying amount 14,983,887 15,750,165
Additions - 6,359
Depreciation charge for the period (734,631) (772,635)
Balance at the end of the period - Net carrying amount 14,249,256 14,983,889
Plant and equipment
Balance at the beginning of the period
At cost 1,659,448 1,345,286
Accumulated depreciation (977,471) (796,797)
Net carrying amount Addition 681,977 548,489
Additions 69,928 131,529
Reclassification - 130,994
Depreciation charge for the period (146,737) (129,035)
Balance at the end of the period - Net carrying amount 605,168 681,977
321
IHMS (Australia) Pty. Limited
Notes to the Financial Statements for the year ended March, 2010 (Contd.)
9. PROPERTY, PLANT AND EQUIPMENT (Contd.) 2010 2009
A$ A$
Furniture and fittings
Balance at the begining of the period
At cost 5,353,095 5,413,123
Accumulated depreciation (4,074,295) (3,850,741)
Net carrying amount 1,278,800 1,562,382
Additions 157,191 122,605
Reclassification - (130,993)
Depreciation charge for the period (264,802) (275,194)
Balance at the end of the period - Net carrying amount 1,171,189 1,278,800
Total property, plant and equipment
Balance at the beginning of the period
At cost 29,447,090 29,186,599
Accumulated depreciation and impairment (12,502,426) (11,325,563)
Net carrying amount 16,944,664 17,861,036
Addition 227,119 260,493
Depreciation charge for the period (1,146,170) (1,176,864)
Balance at the end of the period - Net carrying amount 16,025,613 16,944,665
322
Subsidiaries Accounts 2009-2010
Notes to the Financial Statements for the year ended March, 2010 (Contd.)
11. INTEREST-BEARING LOANS AND BORROWINGS 2010 2009
A$ A$
Current
Bank overdraft - 1,056,427
Other loans:
Accrued interest on bank term loan - 88,898
Term loan - HSBC Bank Australia Limited - 9,300,000
- 10,445,325
12. PROVISIONS
Non Current - -
Long Service leave 36,652 25,963
The company does not have authorised capital nor par value in respect of its issued capital
Fully paid ordinary shares carry one vote per share and carry the right to dividends.
Movement in ordinary shares on issue No. of shares A$
At 31 March 2008 5,000,000 5,000,000
At 31 March 2009 5,000,000 5,000,000
At 31 March 2010 5,000,000 5,000,000
323
IHMS (Australia) Pty Limited
Notes to the Financial Statements for the year ended March, 2010 (Contd.)
324
Subsidiaries Accounts 2009-2010
Directors' Declaration
In accordance with a resolution of the Directors of IHMS (Australia) Pty. Limited (trading as Blue Sydney Hotel), I
state that:
In the opinion of the Directors:
(a) The Company is not a reporting entity as defined in the Australian Accounting Standards;
(b) The financial statements and notes of the Company are in accordance with the Corporations Act
(i) Giving a true and fair view of the Company’s financial position as at 31 March 2010 and of its performance
for the year ended on that date; and
(ii) Complying with Accounting Standards and Corporations Regulations to the extent described in Note 2 to
the financial statements; and
(c) there are reasonable grounds to believe that the Company will be able to pay its debts as and when they become
due and payable.
Sanjay Umashankar
Director
Sydney, 30 April, 2010
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IHMS (Australia) Pty
Pty. Limited
Limited
326
Subsidiaries Accounts 2009-2010
Directors
Rajeshkumar Harshadrai Parekh
Niyant Rohit Maru
Ong Tong Wang (Appointed on 30 June 2009)
Soo Koon Liat (Resigned on 30 June 2009)
Secretary
Kong Yuh Ling Doreen
Registered Office
78 Shenton Way #26-02A
Singapore 079210
Auditors
Rohan • Mah & Partners
Banker
DBS Bank Ltd.
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AHMS - Apex Hotel Management
R. H. Parekh
Directors
Niyant Maru
Singapore,
7 May, 2010
328
Subsidiaries Accounts 2009-2010
Statement by Directors
In the opinion of the directors, the accompanying financial statements together with the notes thereto are drawn up so as
to give a true and fair view of the state of affairs of the Company as at 31 March, 2010 and of the results of the business,
changes in equity and cash flows of the Company for the year ended on that date, and at the date of this statement there
are reasonable grounds to believe that the Company will be able to pay its debts as and when they fall due.
The Board of Directors has, on the date of this statement, authorised these financial statements for issue.
R. H. Parekh
Directors
Niyant Maru
Singapore,
7 May, 2010
329
AHMS - Apex Hotel Management
330
Subsidiaries Accounts 2009-2010
331
AHMS - Apex Hotel Management
332
Subsidiaries Accounts 2009-2010
As at 1 April 2009 2 - 2
Total comprehensive income for the year - - -
As at 31 March 2009 2 - 2
Total comprehensive income for the year - - -
As at 31 March 2010 2 - 2
333
AHMS - Apex Hotel Management
334
Subsidiaries Accounts 2009-2010
335
AHMS - Apex Hotel Management
336
Subsidiaries Accounts 2009-2010
337
AHMS - Apex Hotel Management
338
Subsidiaries Accounts 2009-2010
Amount due from ultimate holding company is unsecured, interest-free and is repayable on demand.
The carrying amounts of current other receivables deposits and prepayments approximate their fair values and
are denominated in Singapore Dollar.
This is an overdrawn bank account arising from over-issuance of cheques during the year. The Company has no
overdraft facilities with the bank
The carrying amounts of cash and cash equivalents approximate their fair values and are denominated in
Singapore Dollar.
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AHMS - Apex Hotel Management
The carrying amounts of current other payables and accruals approximate their fair values.
7. SHARE CAPITAL
2010 2009
Ordinary shares Issued and fully paid No of shares S$ No of shares S$
At beginning and end of the year 2 2 2 2
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All
ordinary shares carry one vote per share without restriction.
8. OTHER INCOME
2010 2009
S$ S$
Jobs Credit 4,800 -
Miscellaneous Income 33,177 -
37,977 -
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Subsidiaries Accounts 2009-2010
13. TAXATION
Major components of income tax expense for the year ended 31 March 2010 were:
2010 2009
S$ S$
Based on results for the year:
Current year tax 1,197 2,461
Prior year under provision - 3
1,197 2,464
A reconciliation between the tax expense and the product of accounting result multiplied by the applicable tax
rate for the year end 31 March 2010 was as follows:
2010 2009
S$ S$
Deemed profit (5% of total expenses) 19,078 28,862
Income tax using Singapore tax rate of 17% (2009: 18%) 3,243 5,195
Tax exemption (2,046) (3,361 )
Prior year underprovision - 3
Non-deductible expenses - 627
Tax expense 1,197 2,464
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AHMS - Apex Hotel Management
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Subsidiaries Accounts 2009-2010
Sensitivity analysis
A 5% strengthening of Singapore Dollar against the following currencies at the reporting date would increase
statement of comprehensive income by the amounts shown below. This analysis assumes that all other variables,
in particular interest rates, remain constant.
Statement of
Comprehensive
Income
S$
31 March 2010
USD -
HKD -
Total -
31 March 2009
USD 349
GBP 151
Total 500
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344