1st Quarter Results
India Hospitality Corp. Reports Financial Results as of March 31, 2008
Consolidated Financial Statements prepared in accordance with International
Financial Reporting Standards
India Hospitality Corp. and its subsidiaries
March 31, 2008
LONDON, Sept. 23 --
Contents
Page
Independent Auditors' report 1
Consolidated Balance Sheet 1
Consolidated Statement of Income 3
Consolidated Statement of Changes in Shareholders' Equity 4
Consolidated Statement of Cash Flows 6
Notes to Consolidated Financial Statements 8
Independent Auditors' report
To
The Board of Directors of India Hospitality Corp.
We have audited the accompanying consolidated financial statements of
India Hospitality Corp. (the Company) and its subsidiaries (together referred
to as 'the Group'), which comprise of consolidated balance sheet as at March
31, 2008, and also the consolidated statement of income, the consolidated
statement of changes in shareholders' equity and the consolidated statement of
cash flows for the Period then ended, and a summary of significant accounting
policies and other explanatory notes.
Management's Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of
these financial statements in accordance with International Financial
Reporting Standards. This responsibility includes: designing, implementing and
maintaining internal control relevant to the preparation and fair presentation
of financial statements that are free from material misstatement, whether due
to fraud or error; selecting and applying appropriate accounting policies; and
making accounting estimates that are reasonable in the circumstances.
Auditors' Responsibility
Our responsibility is to express an opinion on these financial statements
based on our audit. We conducted our audit in accordance with International
Standards on Auditing. Those standards require that we comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance
whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the
amounts and disclosures in the financial statements. The procedures selected
depend on the auditor's judgment, including the assessment of the risks of
material misstatement of the financial statements, whether due to fraud or
error. In making those risk assessments, the auditor considers internal
control relevant to the entity's preparation and fair presentation of the
financial statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the entity's internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the
reasonableness of accounting estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe
that the audit evidence we have obtained is sufficient and appropriate to
provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the
financial position of the Group as at March 31, 2008, and of its financial
performance and the changes in the shareholder's equity and its cash flows for
the period then ended in accordance with International Financial Reporting
Standards.
Grant Thornton
Mumbai
Date:
Consolidated Balance Sheet
(All amounts in USD, unless otherwise stated)
ASSETS Notes March 31, 2008 December 31, 2006
Non Current
Goodwill 30,922,539 -
Property, plant and equipment B 85,528,629 -
Capital work in progress C 6,343,325 -
Intangible assets D 55,987,070 -
Deferred tax assets S 844,558 -
Other financial assets E 5,212,618 -
Prepayments and accrued income F 5,863,523 -
Restricted cash G 1,043,516 -
Investments H 2,617 -
Total non current assets 191,748,395 -
Current
Inventories I 519,447 -
Trade receivables, net J 8,133,181 -
Other financial assets K 2,897,539 557,745
Prepayments and accrued income L 59,943 -
Restricted cash M 8,772 -
Cash and cash equivalents N 18,102,932 99,592,211
Total current assets 29,721,814 100,149,956
Total assets 221,470,208 100,149,956
LIABILITIES AND STOCKHOLDERS' EQUITY
Stockholders' equity
Issued capital 27,583 21,334
Additional paid in capital 147,369,662 98,523,828
Translation reserve 79,646 -
Accumulated earnings (1,299,706) 1,266,390
Total stockholders' equity 146,177,185 99,811,552
Notes March 31, 2008 December 31, 2006
Non current liabilities
Interest bearing loans and
borrowings, net of current portion O 30,318,607 -
Employee benefit obligations Q 558,007 -
Deferred tax liability S 21,589,638 -
Other liabilities 109,873 -
Total non current liabilities 52,576,125 -
Current liabilities
Interest bearing loans and
borrowings 7,622,718 -
Trade and other payables P 14,780,768 338,404
Income tax payable R 313,411 -
Total current liabilities 22,716,897 338,404
Total liabilities 75,293,023 338,404
Total liabilities and
stockholders' equity 221,470,208 100,149,956
(The accompanying notes are an integral part of these consolidated
financial statements)
Consolidated Statement of Income
(All amounts in USD, unless otherwise stated)
Fifteen months
ended Period ended
Notes March 31, 2008 December 31, 2006
Revenues
Operating Revenues U 24,893,304 -
Finance income 3,401,448 2,110,915
Other income 349,581 -
Total 28,644,333 2,110,915
Expenses
Direct Operating Expenses V 19,561,542 -
Administrative Expenses W 10,030,670 844,525
Selling Expenses X 126,396 -
Finance Charges 1,859,799 -
Total 31,578,427 844,525
Result from continuing
operations before tax (2,934,092) 1,266,390
Taxes T
Current tax benefit 7,952 -
Deferred tax benefit 360,044 -
Net result attributable to
shareholders of India
Hospitality Corp. (2,566,096) 1,266,390
Earnings/(loss) per share
Basic (in USD.) (0.10) 0.08
Diluted (in USD.) (0.10) 0.08
(The accompanying notes are an integral part of these consolidated
financial statements)
Consolidated Statement of Changes in Shareholders' Equity
(All amounts in USD, unless otherwise stated)
Total stockholders' equity
Common Additional Trans- Accumu- Total
stock - paid in lation lated stockholders'
Amount capital reserve earnings equity
On incorporation - - - - -
Net income for
the period - - - 1,266,390 1,266,390
Total income and
expense
recognised
for the period - - - 1,266,390 1,266,390
Issue of
shares 23,417 102,982,835 - - 103,006,852
Redemption of
shares (2,083) - - - (2,083)
Share issue
expenses - (4,459,007) - - (4,459,007)
Balance as at
December 31 2006 21,334 98,523,828 - 1,266,390 99,811,552
(All amounts in USD, unless otherwise stated)
Total stockholders' equity
Common Additional Trans- Accumu- Total
stock - paid in lation lated stockholders'
Amount capital reserve earnings equity
Balance as at
January 1, 2007 21,334 98,523,828 - 1,266,390 99,811,552
Translation
adjustment - - 79,646 - 79,646
Income recognised
directly in
equity - - 79,646 - 79,646
Net income for
the period (2,566,096) (2,566,096)
Total income
and expense
recognised for
the period - - 79,646 (2,566,096) (2,486,450)
Issue of shares 4,688 28,120,312 - - 28,125,000
Shares issue
expenses - (3,075,000) - - (3,075,000)
Issue of shares
in connection
with business
combination. 3,067 20,604,936 - - 20,608,003
Stock compensation
reserve relating
to share based
payments 3,150,000 - - 3,150,000
Redemption of
shares (1,505) (8,998,395) - - (8,999,900)
Issue of sellers'
option - 9,043,981 - - 9,043,981
Balance as at
March 31, 2008 27,584 147,369,662 79,537 (1,299,706) 146,177,077
(The accompanying notes are an integral part of these consolidated
financial statements)
Consolidated Statement of Cash Flows
(All amounts in USD, unless otherwise stated)
Fifteen
months Period
ended ended
March 31, December 31,
Particulars 2008 2006
(A) Cash inflow/ (outflow) from
operating activities
Net result before tax (2,934,092) 1,266,390
Adjustments to reconcile net income
before tax to net cash provided by
operating activities:
Depreciation and amortization 4,739,110 -
Interest expense 1,669,175 -
Interest income (2,852,004) (2,110,915)
Dividend received (219,377) -
Profit/Loss on sale of asset (1,450) -
Provision for diminutions in value of investments 1,223 -
Profit on sale of investments (181,161) -
Changes in operating assets and liabilities
Increase in current liability 5,838,607 332,404
Decrease in current assets (3,308,242) (127,298)
Net changes in operating assets and liabilities 2,751,789 (639,419)
Direct Tax paid 16,065 -
Net cash provided by operating activities 2,767,854 (639,419)
(B) Cash inflow/ (outflow) from
investing activities
Interest income 2,852,004 1,680,468
Income from sale of investments 181,161 -
Acquisition of subsidiaries (75,809,275) -
Acquisition expenses (3,173,443) -
Purchase of intangibles (4,900,000) -
Purchase of tangible assets (27,957,874) -
Proceeds from sale of assets 280,814 -
Dividend received 219,377 -
Net cash used in investing activities (108,307,237) 1,680,468
(C) Cash inflow / (outflow) from
financing activities
Proceeds from secured loan 9,084,910 6,000
Repayment of secured loans (562,536) -
Proceeds from issue of share capital 28,125,000 103,006,252
Redemption of capital (8,999,900) (2,083)
Interest paid (1,715,721) -
Share issue expenses (1,500,000) (4,459,007)
Net cash provided by financing activities 24,431,753 98,551,162
Net increase in cash and cash equivalents (82,497,288) 99,592,211
Effect of exchange rate changes on cash (381,650) -
Cash and cash equivalents at the beginning
of the period 100,981,870 -
Cash and cash equivalents at the end of
the period 18,102,932 99,592,211
Cash and cash equivalents comprise
Cash in hand 134,876 -
Balances with banks 1,635,347 99,592,211
Investment in highly liquid funds 16,332,709 -
18,102,932 99,592,211
(The accompanying notes are an integral part of these consolidated
financial statements)
Notes to Consolidated Financial Statements
(All amounts in USD, unless otherwise stated)
NOTE A - BACKGROUND INFORMATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES
1. NATURE OF OPERATIONS
India Hospitality Corp. ('the Company') and its subsidiaries (together
referred to as 'the Group'), the Company was formed on May 12, 2006 as blank-
check Company to acquire Indian businesses or assets in the hospitality,
leisure, tourism, travel and related industries, including but not limited to
hotels, resorts, timeshares, serviced apartments and restaurants.
In July 2007, the Group completed the acquisition of India-based Mars
Restaurants Private Limited ("MRPL" or Mars), an emerging hotel and restaurant
company, and Sky Gourmet Catering Private Limited ("SCPL" or SkyGourmet), an
airline catering company.
Mars was incorporated in the year 2000 with the objective of operating and
managing restaurants. Since its incorporation, Mars has diversified into
bakery outlets and operating and managing food courts and hotels.
SkyGourmet was incorporated in the year 2002 and currently provides
inflight catering services to a number of domestic and international airlines.
It has operations in Mumbai, Bangalore, New Delhi, Pune, Hyderabad and
Chennai.
2. GENERAL INFORMATION
The Company was incorporated in the Cayman Islands on 12 May 2006 and its
shares are publicly traded on the Alternate Investment Market of the London
Stock Exchange. As of 31 March 2008, the Company had wholly owned subsidiaries
incorporated in Mauritius, Netherlands and India . The Company expects to
conduct business, including the making of acquisitions, through its Mauritius
subsidiary.
To align Company's year end with those of acquired entities the Company
has changed its financial year end from March 31 to December 31 and therefore
is presenting 15 months financial statements. As the current financial
statements are for 15 months and these also include operation of acquired
entities from the date of acquisition, the comparatives presented for period
ended December 31, 2006 may be not comparable.
The consolidated financial statements of the Group have been prepared in
accordance with the International Financial Reporting Standards ('IFRS')
issued by the International Accounting Standards Board effective for
accounting periods commencing on 1 January , 2007. These financial statements
include comparative financial information as at and for the period ended 31
December, 2006, as required by IAS 1 - Presentation of Financial Statements
('IAS 1'). The consolidated financial statements have been prepared on a
going concern basis.
The consolidated financial statements of the Group are prepared and
presented in United States Dollar ('USD'), the Company's Reporting currency.
The financial statements for the period ended 31 March, 2008 were approved
by a committee of the board of directors on September 18, 2008 Financial
statements once approved by the Board of Directors are generally not amended.
3. CHANGE IN ACCOUNTING POLICIES
3.1 Overall considerations
The Group has adopted for the first time IFRS 7 Financial Instruments:
Disclosures in its 2007 consolidated financial statements. The Standard has
been applied retrospectively, ie with amendments to the 2006 accounts and
their presentation.
Other Standards or Interpretations relevant for IFRS financial statements
have not become effective during the current financial year. Significant
effects on current, prior or future periods arising from the first-time
application of the standards listed below in respect of presentation,
recognition and measurement of accounts are described in the following notes.
An overview of Standards and Interpretations that will become mandatory for
the Group in future periods is given in note 3.4.
3.2 Amendment of IAS 1 Presentation of Financial Statements
In accordance with the amendment of IAS 1 Presentation of Financial
Statements, the Group now reports on its capital management objectives,
policies and procedures in each annual financial report. The new disclosures
that become necessary due to this change in IAS 1 can be found in note JJ.
3.3 Adoption of IFRS 7 Financial Instruments: Disclosures
IFRS 7 Financial Instruments: Disclosures is mandatory for all reporting
periods beginning on 1 January 2007 or later. The new Standard replaces and
amends disclosure requirements previously set out in IAS 32 Financial
Instruments: All disclosures relating to financial instruments including all
comparative information have been updated to reflect the new requirements.
The first-time application of IFRS 7, however, has not resulted in any
prior-period adjustments of cash-flows, net income or balance sheet line
items.
3.4 Standards and Interpretations not yet applied
The following new Standards and Interpretations, which are yet to become
mandatory, have not been applied in the Group's 2008 Group Financial
Statements.
Standard or Interpretation Effective dates
IAS 1: Presentation of Financial Annual periods beginning on
Statements (Revised) or after 1 January 2009
IAS 23: Borrowing costs (Revised) Annual periods beginning on
or after 1 January 2009
IAS 27: Consolidated and Separate Annual periods beginning on
Financial Statements (Revised 2008) or after 1 July 2009
IAS 32: Financial Instruments: Annual periods beginning on
Presentation-Puttable Financial or after 1 January 2009
Instruments and Obligations Arising on
Liquidation Amendment
IFRS 2: Share-based Payment (Amendment) Annual periods beginning on
or after 1 January 2009
IFRS 3: Business Combinations For acquisition dated on or
(Revised 2008) after the beginning of the
first annual reporting
period beginning on or
after 1 January 2009
IFRS 8: Operating Segments periods beginning on or
after 1 January 2009
IRIC 11 IFRS 2: Group and Treasury Share Annual periods beginning on
Transactions or after 1 March 2007.
IFRIC 15 Agreements for the Construction Annual periods beginning on
of Real Estate or after 1 January 2009.
IFRIC 16 Hedges of a Net Investment in a Annual periods beginning on
Foreign Operation or after 1 October 2008
IFRIC 13: Customer Loyalty Programmes Annual periods beginning on
or after 1 July 2008
IFRIC 14: IAS 19. The limit on a Defined Annual periods beginning on
Benefit Asset Minimum funding requirements or after 1 January 2008
and their interaction.
Based on the Group's current business model and accounting policies,
management does not expect material impacts on the Group's consolidated
Financial Statements when the Interpretations become effective.
The Group does not intend to apply any of these pronouncements early.
4. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
4.1 OVERALL CONSIDERATIONS
The significant accounting policies that have been used in the preparation
of these consolidated financial statements are summarised below.
The consolidated financial statements have been prepared using the
measurement basis specified by IFRS for each type of asset, liability, income
and expense. The measurement bases are more fully described in the accounting
policies below.
All accounting estimates and assumptions that are used in preparing the
financial statements are consistent with the Group's latest approved budged
forecast, where applicable. Judgements are based on the information available
at each balance sheet date. Although these estimates are based on the best
information available to management, actual results may ultimately differ from
those estimates.
Estimates of life of various tangible and intangible assets, allowance for
uncollectable amounts, and assumptions used in the determination of employee-
related obligations represent certain of the significant judgements and
estimates made by management.
The preparation of these consolidated financial statements are in
conformity with IFRS and requires the application of judgment by management in
selecting appropriate assumptions for calculating financial estimates, which
inherently contain some degree of uncertainty. Management estimates are based
on historical experience and various other assumptions that are believed to be
reasonable in the circumstances, the results of which form the basis for
making judgments about the reported carrying values of assets and liabilities
and the reported amounts of revenues and expenses that may not be readily
apparent from other sources. Actual results may differ from these estimates
under different assumptions or conditions.
In the process of applying the Group's accounting policies, the following
judgments have been made apart from those involving estimations, which have
the most significant effect on the amounts recognised in the financial
information:
Leases
The Company has evaluated each lease agreement for its classification
between finance lease and operating lease. The Company has reached its
decisions on the basis of the principles laid down in IAS 17, "Leases" for the
said classification. Also, the Company has used IFRIC 4, "Determining whether
an arrangement contains a lease" for determining whether an arrangement is, or
contains, a lease is based on the substance of the arrangement and based on
the assessment whether:
a) fulfillment of the arrangement is dependent on the use of a specific
asset or assets (the asset); and
b) the arrangement conveys a right to use the asset.
Deferred Tax
Management judgment is required in determining provisions for income
taxes, deferred tax assets and liabilities and the extent to which deferred
tax assets can be recognised. If the final outcome of these matters differs
from the amounts initially recorded, differences will impact the income tax
and deferred tax provisions in the period in which such determination is made.
Post employment benefits
The cost of post employment benefits is determined using actuarial
valuations. The actuarial valuation involves making assumptions about discount
rates, expected rate of return on assets, future salary increases, and
mortality rates. Due to the long term nature of these plans such estimates are
subject to significant uncertainty. For net employee liability at the end of
the respective dates - Refer to note AA.
Allocation of Banyan Tree Company (BTC) option value
During the period, the Company has made certain share based payments to
Banyan Tree Company against services rendered by them. The management
estimates efforts of Banyan tree to be apportioned in following ratio
-- 50% towards share issue expenses
-- 40% towards the successful completion of the acquisition of MRPL and
SGCPL.
-- 10% towards the efforts in relation to an acquisition opportunity, that
wasn't ultimately completed.
4.2 BASIS OF CONSOLIDATION
The group financial statements consolidate those of the Company and all of
its subsidiary undertakings drawn up to the dates specified in Note 6.
Subsidiaries are all entities over which The Company has the power to control
the financial and operating policies. The Company obtains and exercises
control through voting rights.
Unrealised gains and losses on transactions between the Company and its
subsidiaries are eliminated. Where unrealised losses on intra-group asset
sales are reversed on consolidation, the underlying asset is also tested for
impairment losses from the Group's perspective. Amounts reported in the
financial statements of subsidiaries have been adjusted where necessary to
ensure consistency with the accounting policies adopted by the Group. Entities
whose economic activities are controlled jointly by the Company and by other
ventures independent of the Group are accounted for using proportionate
consolidation.
4.3 INVESTMENT IN JOINT VENTURES
Entities whose economic activities are controlled jointly by the Company
and by other ventures independent of the Company ("joint ventures") are
accounted for using proportionate consolidation.
Unrealised gains and losses on transactions between the group and its
joint venture entities are eliminated to the extent of group's interest. Where
unrealised losses on intra-group asset sales are reversed on consolidation,
the underlying asset is also tested for impairment losses from the Company's
group perspective.
Amounts reported in the financial statements of jointly controlled
entities have been adjusted where necessary to ensure consistency with the
accounting policies adopted by the Group.
4.4 FOREIGN CURRENCY TRANSLATION
The consolidated financial statements are presented in United States
Dollar ('USD'), which is the functional currency of the parent company, India
Hospitality Corp., being the currency of the primary economic environment in
which it operates.
In the separate financial statements of the consolidated entities, foreign
currency transactions are translated into the functional currency of the
individual entity using the exchange rates prevailing at the dates of the
transactions (spot exchange rate). Foreign exchange gains and losses resulting
from the settlement of such transactions and from the translation of remaining
monetary balances at year-end exchange rates are recognised in the income
statement under "other income" or "other expenses", as applicable.
In the consolidated financial statements, all separate financial
statements of subsidiaries, originally presented in a currency different from
the Group's presentation currency, have been converted into USD. Assets and
liabilities have been translated into USD at the closing rate at the balance
sheet date. Income and expenses have been converted into the Group's
presentation currency at the average rates over the reporting period. The
resulting translation adjustments are recorded under the currency translation
reserve in equity.
4.5 REVENUE RECOGNITION
Revenue is recognised to the extent that it is probable that the economic
benefits will flow to the Group and the revenue can be reliably measured.
Revenue is measured at the fair value of the consideration received, excluding
discounts, rebates, and other sales taxes or duty. The following specific
recognition criteria must also be met before revenue is recognised:
Sale of goods
Revenue from the sale of goods is recognised when the significant risks
and rewards of ownership of the goods have passed to the buyer, usually on
acceptance of the goods and other revenue recognition criteria is met.
Rendering of services
Revenue from rendering of services includes Handling Income,
Transportation Income and Laundry Income. Revenue is recognised on these when
the services are rendered to the customers.
Dividends
Revenue is recognised when the Group's right to receive the payment is
established.
Revenue Sharing
Revenue from revenue sharing is recognised based on the contractual terms
of the agreement.
Finance revenue
Revenue is recognised as interest accrues (using the effective interest
method that is the rate that exactly discounts estimated future cash receipts
through the expected life of the financial instrument to the net carrying
amount of the financial asset).
4.6 PROPERTY, PLANT AND EQUIPMENT
Property, plant and equipment are stated at cost, excluding the costs of
the day-to-day servicing, less accumulated depreciation and accumulated
impairment in value. Such cost includes the cost of replacing part of such
plant and equipment when that cost is incurred if the recognition criteria are
met.
An item of property, plant and equipment is derecognised upon disposal or
when no 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 the income statement in the year the asset is
derecognised. The asset's residual values, useful lives and methods are
reviewed, and adjusted if appropriate, at each financial year end.
Capital work in progress
Capital work in progress includes assets under construction and capital
advances.
Depreciation
Freehold land is not depreciated as useful life for land cannot be
determined. Depreciation on other property plant and equipment is calculated
on a straight-line basis over the estimated useful life of the asset less
estimated residual value of property plant and equipment.
The useful lives of the assets are taken as follows: -
Buildings 60 years
Plant and machinery 8 years
Kitchen Equipments 8 years
Computers 4 years
Electrical Fitting 7 years
Furniture and Fixtures 7 years
Commercial Vehicles 7 years
Motor Vehicles 5 years
Office equipments 3 years
Leasehold improvements Lease period or the useful life
whichever is lower
4.7 BORROWING COSTS
Borrowing costs directly attributable to the acquisition, construction or
production of qualifying assets, which are assets that necessarily take a
substantial period of time to get ready for their intended use, are added to
the cost of those assets, until such time as the assets are substantially
ready for their intended use.
All other borrowing costs are recognised in the income statement in the
period in which they are incurred.
4.8 INTANGIBLE ASSETS
Intangible assets acquired separately are measured on initial recognition
at cost. Following initial recognition, intangible assets are carried at cost
less any accumulated amortization and any accumulated impairment losses.
Intangible assets include goodwill arising on consolidation, brand name,
catering agreements; non compete agreement and concession agreements acquired
through business combination.
Intangible assets are amortised over the useful economic life and assessed
for impairment whenever there is an indication that the intangible asset may
be impaired. The amortisation period and the amortization method for an
intangible asset with a finite useful life are reviewed at each financial year
end. Changes in the expected useful life or the expected pattern of
consumption of future economic benefits embodied in the asset is accounted for
by changing the amortisation period or method, as appropriate, and treated as
changes in accounting estimates. The amortization expense on intangible assets
with finite lives is recognised in the income statement in the expense
category consistent with the function of the intangible asset. These assets
are currently amortized over a period of three to seven years and included
under 'Depreciation and Amortization' in the statement of income. Certain
intangible assets have an indefinite life and are evaluated for impairment
tests at each reporting period.
The estimated useful lives of the intangibles are given as follows: -
Designs 5 years
Customer contracts 5-20 years
Trade names Indefinite life
Non compete agreement 7 years
4.9 GOODWILL
Goodwill represents the excess of the acquisition cost in a business
combination over the fair value of the group's share of the identifiable net
assets acquired. Goodwill is carried at cost less accumulated impairment
losses. Refer to Note 4.10 for a description of impairment testing procedures.
4.10 IMPAIRMENT TESTING OF GOODWILL, OTHER INTANGIBLE ASSETS AND
PROPERTY, PLANT AND EQUIPMENT
The Group's intangible assets, goodwill on acquisition and property, plant
and equipment are subject to impairment testing.
For the purposes of assessing impairment, assets are grouped at the lowest
levels for which there are largely independent cash inflows (cash-generating
units). As a result, some assets are tested individually for impairment and
some are tested at cash-generating unit level. Goodwill is allocated to those
cash-generating units that are expected to benefit from synergies of the
related business combination and represent the lowest level within the Group
at which management monitors goodwill.
Cash-generating units to which goodwill has been allocated are tested for
impairment at least annually. All other individual assets or cash-generating
units are tested for impairment whenever events or changes in circumstances
indicate that the carrying amount may not be recoverable.
An impairment loss is recognised for the amount by which the asset's or
cash-generating unit's carrying amount exceeds its recoverable amount. To
determine the recoverable amount, the Group's management estimates expected
future cash flows from each cash generating unit and determines a suitable
interest rate in order to calculate the present value of those cash flows. The
data used for the Group's impairment testing procedures are directly linked to
the Group's latest approved budget, adjusted as necessary to exclude the
effects of future reorganisations and asset enhancements. Discount factors are
determined individually for each cash-generating unit and reflect their
respective risk profiles as assessed by the Group's management.
Impairment losses for cash-generating units reduce first the carrying
amount of any goodwill allocated to that cash-generating unit. Any remaining
impairment loss is charged pro rata to the other assets in the cash-generating
unit. With the exception of goodwill, all assets are subsequently reassessed
for indications that an impairment loss previously recognised may no longer
exist. An impairment charge that has been recognised is reversed if the cash-
generating unit's recoverable amount exceeds its carrying amount
4.11. FINANCIAL ASSETS
Financial assets, other than hedging instruments, can be divided into
categories such as loans and receivables, financial assets at fair value
through profit or loss, available-for-sale financial assets and held-to-
maturity investments. Financial assets are assigned to the different
categories by management on initial recognition, depending on the purpose for
which the investments were acquired.
Derecognition of financial instruments occurs when the rights to receive
cash flows from the investments expire or are transferred and substantially
all of the risks and rewards of ownership have been transferred. An assessment
for impairment is undertaken at least at each balance sheet date, whether or
not there is objective evidence that a financial asset or a group of financial
assets is impaired.
Available-for-sale financial assets include non-derivative financial
assets that are either designated to this category or do not qualify for
inclusion in any of the other categories of financial assets. All financial
assets within this category are subsequently measured at fair value, unless
otherwise disclosed, with changes in value recognised in equity, net of any
effects arising from income taxes. Gains and losses arising from securities
classified as available-for-sale are recognised in the income statement when
they are sold or when the investment is impaired.
In the case of impairment, any loss previously recognised in equity is
transferred to the income statement. Losses recognised in the income statement
on equity instruments are not reversed through the income statement. Losses
recognised in prior period consolidated income statements resulting from the
impairment of debt securities are reversed through the income statement.
Loans and receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market and are
initially recognised at fair values. They arise when the Group provides money,
goods or services directly to a debtor with no intention of trading the
receivables. Loans and receivables are subsequently measured at amortised cost
using the effective interest method, less provision for impairment. Any change
in their value is recognised in profit or loss.
Trade receivables are provided against when objective evidence is received
that the Group will not be able to collect all amounts due to it in accordance
with the original terms of the receivables. The amount of the write-down is
determined as the difference between the asset's carrying amount and the
present value of estimated future cash flows.
4.12 INVENTORIES
Inventory comprises food and provision, packing and other materials and is
valued at the lower of cost and net realisable value. Costs incurred in
bringing each product to its present location and conditions are included on a
weighted average basis.
Net realisable value is the estimated selling price in the ordinary course
of business, less estimated costs of completion and the estimated costs
necessary to make the sale.
4.13 ACCOUNTING FOR INCOME TAXES
Current income tax assets and/or liabilities comprise those obligations
to, or claims from, fiscal authorities relating to the current or prior
reporting period, that are unpaid at the balance sheet date. Deferred income
taxes are calculated using the liability method on temporary differences.
Deferred tax is generally provided on the difference between the carrying
amounts of assets and liabilities and their tax bases. Deferred tax is,
however, neither provided on the initial recognition of goodwill, nor on the
initial recognition of an asset or liability unless the related transaction is
a business combination or affects tax or accounting profit. Deferred tax on
temporary differences associated with shares in subsidiaries and joint
ventures is not provided if reversal of these temporary differences can be
controlled by the group and it is probable that reversal will not occur in the
foreseeable future.
In addition, tax losses available to be carried forward as well as other
income tax credits are assessed for recognition as deferred tax assets.
Deferred tax assets and liabilities are calculated, without discounting,
at tax rates that are expected to apply to their respective period of
realisation, provided they are enacted or substantively enacted at the balance
sheet date. Deferred tax liabilities are always provided for in full. Deferred
tax assets are recognised to the extent that it is probable that they will be
able to be offset against future taxable income. The Group's management bases
its assessment of the probability of future taxable income on the Group's
latest approved budget forecast, which is adjusted for significant nontaxable
income and expenses and specific limits to the use of any unused tax loss or
credit. The specific tax rules in the numerous legislations the Group operates
in are also carefully taken into consideration. If a positive forecast of
taxable income indicates the probable use of a deferred tax asset, especially
when it can be utilised without a time limit, that deferred tax asset is
usually recognised in full. The recognition of deferred tax assets that are
subject to certain legal or economic limits or uncertainties is assessed
individually by the Group's management based on the specific facts and
circumstances.
Changes in deferred tax assets or liabilities are recognised as a
component of tax expense in the income statement, except where they relate to
items that are charged or credited directly to equity in which case the
related deferred tax is also charged or credited directly to equity.
4.14 CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise cash on hand and demand deposits,
together with other short-term, highly liquid investments that are readily
convertible into known amounts of cash and which are subject to an
insignificant risk of changes in value.
4.15 LEASING ACTIVITIES
Leases are classified as finance leases whenever the terms of the lease
transfer substantially all the risks and rewards of ownership to the lessee.
All other leases are classified as operating leases.
Rental income from operating leases is recognised on a straight-line basis
over the term of the relevant lease.
Assets held under finance leases are recognised as assets of the Group at
their fair value or present value of minimum lease payments if lower at the
date of acquisition. The corresponding liability to the lessor is included in
the balance sheet as a finance lease obligation. Finance costs, which
represent the difference between the total leasing commitments and the fair
value of the assets acquired, are charged to the income statement over the
term of the relevant lease so as to produce a constant periodic rate of charge
on the remaining balance of the obligations for each accounting period.
4.16 EQUITY
Share capital is determined using the nominal value of shares that have
been issued.
Additional paid-in capital includes any premium received on the initial
issue of share capital. Any transaction costs associated with the issue of
shares is deducted from additional paid-in capital and stock based
compensation costs, net of any related income tax benefits.
Foreign currency translation differences are included in the translation
reserve.
Accumulated earnings include all current and prior period results, as
disclosed in the income statement.
Due to non exercise of Seller's option by Navis such lapse of seller
options has been reversed in APIC and disclosed in Statement Showing Changes
in Equity.
4.17 EMPLOYEE BENEFITS
Employee benefits are provided through a defined benefit plan as well as
certain defined contribution plans.
The Group provides for gratuity, a defined benefit plan, which defines an
amount of pension benefit that an employee will receive on termination or
retirement, usually dependent on one or more factors such as age, years of
service and remuneration. The legal obligation for any benefits from this kind
of plan remains with the Group.
The Group also provides for provident fund benefit, a defined contribution
plan, under which the Group pays fixed contributions into an independent
entity. The Group has no legal or constructive obligations to pay further
contributions after payment of the fixed contribution.
The liability recognised in the balance sheet for defined benefit plans is
the present value of the defined benefit obligation (DBO) at the balance sheet
date less the fair value of plan assets, together with adjustments for
actuarial gains or losses and past service costs. The DBO is calculated
annually by independent actuaries using the projected unit credit method. The
present value of the DBO is determined by discounting the estimated future
cash outflows using interest rates of high quality corporate bonds that are
denominated in the currency in which the benefits will be paid and that have
terms to maturity approximating to the terms of the related pension liability.
Actuarial gains and losses are recognised as an income or expense in the
period in which they arise. Past-service costs are recognised immediately in
the income statement, unless the changes to the plan are conditional on the
employees remaining in service for a specified period of time (the vesting
period). In this case, the past service costs are amortised on a straight-line
basis over the vesting period.
The contributions recognised in respect of defined contribution plans are
expensed as they fall due. Liabilities and assets may be recognised if
underpayment or prepayment has occurred and are included in current
liabilities or current assets as they are normally of a short-term nature.
Interest expenses related to pension obligations are included in "finance
costs" in the income statement. All other pension related benefit expenses are
included in "Employee benefit expense".
Short-term employee benefits are recognised for the number of paid leave
days (usually holiday entitlement) remaining at the balance sheet date. They
are included in employee obligations at the undiscounted amount that the Group
expects to pay as a result of the unused entitlement. Paid leave days which
are likely to be encashed at the time of retirement are valued at the rates at
which they are estimated to be paid out, and the present value of the same is
included under 'Long term Employee obligations'.
4.18 FINANCIAL LIABILITIES
The Group's financial liabilities include trade and other payables and
borrowings, which are measured at amortised cost using effective interest rate
method. They are included in balance sheet line items 'long-term financial
liabilities' and 'trade and other payables'.
Financial liabilities are recognised when the Group becomes a party to the
contractual agreements of the instrument. All interest related charges is
recognised as an expense in "finance cost" in the income statement.
Trade payables are recognised initially at their fair value and
subsequently measured at amortised cost less settlement payments.
4.19 PROVISIONS AND CONTINGENT LIABILITIES
Provisions are recognised when present obligations will probably lead to
an outflow of economic resources from the Group and they can be estimated
reliably. Timing or amount of the outflow may still be uncertain. A present
obligation arises from the presence of a legal or constructive commitment that
has resulted from past events.
Provisions are measured at the estimated expenditure required to settle
the present obligation, based on the most reliable evidence available at the
balance sheet date, including the risks and uncertainties associated with the
present obligation.
In those cases where the possible outflow of economic resource as a result
of present obligations is considered improbable or remote, or the amount to be
provided for cannot be measured reliably, no liability is recognised in the
consolidated balance sheet.
4.20 EQUITY BASED COMPENSATION
All goods and services received in exchange for the grant of any share-
based remuneration are measured at their fair values. These are indirectly
determined by reference to the fair value of the share options awarded. Their
value is appraised at the grant date and excludes the impact of any non-market
vesting conditions (for example, profitability and sales growth targets).
All share-based remuneration is ultimately recognised as an expense in
statement of income or as allocable to issue of shares and costs of business
combination with a corresponding credit to additional paid-in capital, net of
deferred tax where applicable.
If vesting periods or other vesting conditions apply, the expense is
allocated over the vesting period, based on the best available estimate of the
number of share options expected to vest. Non-market vesting conditions are
included in assumptions about the number of options that are expected to
become exercisable. Estimates are subsequently revised, if there is any
indication that the number of share options expected to vest differs from
previous estimates. Any cumulative adjustment prior to vesting is recognised
in current period.
Upon exercise of share options, the proceeds received net of any directly
attributable transaction costs up to the nominal value of the shares issued
are allocated to share capital with any excess being recorded as additional
paid-in capital.
5. BUSINESS COMBINATION
On 18 June 2007, India Hospitality Corp. entered into a share purchase
agreement to acquire 100 per cent of the issued and outstanding stock of Sky
Gourmet Catering Private Limited (SCPL) and Mars Restaurant Private Limited
(MRPL). SCPL currently provides in-flight catering services to a number of
domestic and international airlines. It has operations in Mumbai, Bangalore,
New Delhi, Pune, Hyderabad and Chennai. MRPL is primarily into operating and
managing restaurants. It has diversified into bakery outlets and operating and
managing food courts and hotels. Pursuant to this agreement, the Group
acquired 100% stake on 18 July 2007, India Hospitality Corp. acquired 100% of
the equity instruments of SCPL and MRPL on fulfilment of certain conditions
precedent to acquisition of majority stake. The acquisition of SCPL and MRPL
was made as initiative to establish its presence into the hospitality and
leisure industries. For accounting purposes, the date of acquisition is
considered to be 31 July 2007.
The total cost of acquisition includes the components stated below. The
purchase price was settled in cash and issuance of equity instruments of the
Group. The Company issued 3,066,667 number of equity shares and the same were
valued at prevailing market price on the date of issue.
Purchase price 99,053,369
Acquisition related cost 3,173,443
Total 102,226,812
The allocation of the purchase price to the assets and liabilities of SCPL
and MRPL was completed in 2007. The amounts recognised for each class of the
acquiree's assets, liabilities and contingent liabilities recognised at the
acquisition date are as follows:
Non current assets:
Goodwill 30,922,539
Other intangible assets 53,240,102
Property, plant and equipment 38,972,500
Capital work in progress 24,784,986
Current assets 24,155,252
Investments 250,000
Total assets 172,325,379
Current liabilities 26,764,826
Long term liabilities 43,333,771
Total liabilities 70,098,597
Assets acquired on the business combination also included Cash of USD
1,389,659.
Disclosure of the carrying amounts of the acquiree's assets and
liabilities immediately before the combination in accordance with IFRS was
impracticable. SCPL and MRPL has not applied IFRS prior to its acquisition as
at 31 July 2007. Therefore, essential data needed for pro-forma IFRS accounts
of SCPL and MRPL prior to the date of acquisition was not available.
No major line of business will be disposed of as a result of the
combination.
A significant part of the acquisition costs can be attributed to the
assembled workforce and the sales know-how of key personnel of SCPL and MRPL.
At the acquisition however, no intangible asset qualified for recognition in
this respect. These circumstances contributed to the amount recognised as
goodwill.
Goodwill arising on the business combination had been allocated to cash-
generating units by 31 March 2008.
6. BASIS OF CONSOLIDATION
The group companies which consolidate under India Hospitality Corp.
comprise of the entities listed below:
Effective
Group
Share-
Holding Country of holding
Name of the Entity Year End Date Co. Incorporation (%)
India Hospitality
Corp. (IHC) March 31, 2008 BVI 100
IHC Mauritius (IHC M) March 31, 2008 IHC Mauritius 100
Mars Restaurants
Private
Limited (MRPL) March 31, 2008 IHC M India 100
SkyGourmet Catering
Private Limited
(SCPL) March 31, 2008 IHC M India 100
New India Glass
Private Limited March 31, 2008 SCPL India 98
Gordon House
Estates Private
Limited March 31, 2008 MRPL India 100
Navigate India
Investments B.V March 31, 2008 IHC M Netherlands 100
IBEA Mars and
GHH Holdings B.V March 31, 2008 IHC M Netherlands 100
S.C. Ventures Ltd March 31, 2008 IBEA Mauritius 100
Karia
Investments B.V March 31, 2008 Navigate Netherlands 100
MRPL holds a 49 % stake in Gourmet Restaurants Private Limited, a joint
venture company. The remaining 51% shares are held by Tendulkar & family.
All of the above entities follow uniform accounting policies.
NOTE B. PROPERTY, PLANT AND EQUIPMENT, NET
Property, plant and equipment comprise the following:
March 31, 2008 December 31, 2006
Costs
Freehold land 31,980,896 -
Building 34,944,909 -
Leasehold Improvements 1,179,202 -
Plant and Machinery 7,761,376 -
Computer 439,049 -
Electrical fitting 1,196,871 -
Kitchen equipments 4,910,627 -
Furniture and fixture 1,423,661 -
Commercial vehicles 3,066,281 -
Motor vehicles 503,142 -
Exchange gain 677,291 -
88,083,305 -
Accumulated Depreciation
Freehold land - -
Building 477,328 -
Leasehold Improvements 170,173 -
Plant and Machinery 497,142 -
Computer 91,019 -
Electrical fitting 104,313 -
Kitchen equipments 415,694 -
Furniture and fixture 174,819 -
Commercial vehicles 365,752 -
Motor vehicles 56,102 -
Exchange gain 202,336 -
2,554,677 -
Net book value
Freehold land 31,980,896 -
Building 34,467,582 -
Leasehold Improvements 1,009,029 -
Plant and Machinery 7,264,233 -
Computer 348,030 -
Electrical fitting 1,092,558 -
Kitchen equipments 4,494,934 -
Furniture and fixture 1,248,842 -
Commercial vehicles 2,700,529 -
Motor vehicles 447,040 -
Exchange gain 474,956 -
85,528,629 -
Movements in the cost and accumulated depreciation of property, plant and
equipment are as follows:
Period ended Period ended
March 31, 2008 December 31, 2006
Assets
acquired on
Cost acquisition Additions Disposals Additions Disposals
Freehold land 2,935,182 29,045,714 - - -
Building 24,277,147 10,667,762 - - -
Leasehold
Improvements 1,179,202 - - - -
Plant and
Machinery 3,882,467 3,880,335 1,427 - -
Computer 328,329 119,242 8,523 - -
Electrical fitting 455,193 741,678 - - -
Kitchen equipments 2,056,417 2,854,211 - - -
Furniture and
fixture 1,344,800 78,861 - - -
Commercial
vehicles 1,987,147 1,079,134 - - -
Motor vehicles 526,616 24,015 47,489 - -
38,972,500 48,490,952 57,439 - -
Period ended Period ended
March 31, 2008 December 31, 2006
Charge Adjustment Charge Adjustment
Accumulated for the on for the on
Depreciation period disposals period disposals
Freehold land
Building 477,328 - - -
Leasehold Improvements 170,173 - - -
Plant and Machinery 497,142 (1,365) - -
Computer 91,019 (4,663) - -
Electrical fitting 104,313 - - -
Kitchen equipments 415,694 - - -
Furniture and fixture 174,819 - - -
Commercial vehicles 365,752 - - -
Motor vehicles 56,102 (44,128) - -
Exchange difference 580,767 - - -
2,933,109 (50,156) - -
Of the total depreciation expense, USD 2,191,283 is classified in direct
operating expenses and USD 741,825 is classified in administrative expenses.
Please refer Note O for restrictions on titles and property, plant and
equipment pledged as securities for respective loans.
NOTE C. CAPITAL WORK IN PROGRESS
March 31, 2008 December 31, 2006
Balance acquired on acquisition 24,784,986 -
Additions 508,346 -
Capitalised during the period 18,950,007 -
6,343,325 -
NOTE D. INTANGIBLE ASSETS
Intangible assets are recognised at the stage of acquisition as part of
the purchase price allocation. Carrying amount of intangible assets comprises
of the following:
March 31, 2008 December 31, 2006
Costs
Designs 4,900,000 -
Customer contracts 25,979,003 -
Trade names 21,555,655 -
Non compete agreement 5,705,444 -
Exchange difference - -
58,140,102 -
Accumulated Amortisation
Designs 153,125 -
Customer contracts 1,466,740 -
Trade names - -
Non compete agreement 547,184 -
Exchange difference (14,017) -
2,153,032 -
Net book value
Designs 4,746,875
Customer contracts 24,512,263 -
Trade names 21,555,655 -
Non compete agreement 5,158,260 -
Exchange difference 14,017 -
55,987,070 -
Movements in the cost and accumulated amortisation of intangible assets
are as follows:
Period ended Period ended
March 31, 2008 December 31, 2006
Assets
acquired on
Cost acquisition Additions Disposals Additions Disposals
Designs - 4,900,000 -
Customer
contracts 25,979,003 - - - -
Trade names 21,555,655 - - - -
Non compete
agreement 5,705,444 - - - -
53,240,102 4,900,000 - - -
Period ended Period ended
March 31, 2008 December 31, 2006
Charge Adjustment Charge Adjustment
Accumulated for the on for the on
Amortisation period disposals period disposals
Designs 153,125 - - -
Customer contracts 1,466,740 - - -
Trade names - - - -
Non compete agreement 547,184 - - -
Exchange difference (14,017) - - -
2,153,032 - - -
The amortisation charge has been classified as administrative expenses
NOTE E. OTHER FINANCIAL ASSETS - NON CURRENT
Other financial assets comprise of the following
Particulars March 31, 2008 December 31, 2006
Deposits 4,623,991 -
Others 588,627
Total 5,212,618 -
NOTE F. PREPAYMENTS AND ACCRUED INCOME - NON CURRENT
Particulars March 31, 2008 December 31, 2006
Prepaid lease rentals 5,619,644 -
Others 243,879
Total 5,863,523 -
NOTE G. RESTRICTED CASH - NON CURRENT
Restricted cash comprise the following:
Particulars March 31, 2008 December 31, 2006
Fixed deposits 1,043,516 -
Total 1,043,516 -
The group has given bank guarantees for performance of air catering units.
These bank guarantees have been given against fixed deposits pledged with the
banks and the group is restricted to withdraw such funds until the guarantees
are valid. The carrying value of restricted cash is representative of their
fair values at the respective balance sheet dates.
NOTE H. INVESTMENTS- NON CURRENT
Investments comprise of the following
Particulars March 31, 2008 December 31, 2006
E-Quest India Private Limited 116 -
Gordon House Estate Private Limited 2,501
Total 2,617 -
Investments represent equity investments which do not have a quoted market
price and whose fair value cannot be reliably measured. Therefore, such
investments are recorded at cost.
NOTE I. INVENTORIES
Inventories comprise the following:
Particulars March 31, 2008 December 31, 2006
Food and Provisions 271,895 -
Packing and other materials 111,307 -
Raw materials 92,045 -
Share in joint venture 44,199 -
Total 519,446 -
NOTE J. ACCOUNTS RECEIVABLE, NET
Particulars March 31, 2008 December 31, 2006
Trade receivables 8,123,183 -
Share in joint venture 9,998 -
Total 8,133,181 -
Trade receivables relate to catering, hotel and other food & provisions
sales. These receivables are non-interest bearing and are generally on 30 to
60 day's terms. The carrying values of these receivables are representative of
their fair values at the respective balance sheet dates. All trade receivables
are subject to credit risk exposure.
Top customers account for following percentage of total accounts
receivable.
Particulars March 31, 2008 December 31, 2006
Top two customers 75 % -
Others 20 % -
Total 100 % -
NOTE K. OTHER FINANCIAL ASSETS - CURRENT
Other financial assets comprise the following:
Particulars March 31, 2008 December 31, 2006
Other receivables 543,191 557,745
Other advances 613,150 -
Advance tax paid 1,729,041 -
Share in joint venture 12,156 -
Total 2,897,538 557,745
NOTE L. PREPAYMENTS AND ACCRUED INCOME - CURRENT
Other current assets comprise the following:
Particulars March 31, 2008 December 31, 2006
Pre payments 59,943 -
Total 59,943 -
NOTE M. RESTRICTED CASH - CURRENT
Particulars March 31, 2008 December 31, 2006
Fixed deposits 8,772 -
Total 8,772 -
Fixed deposits are given to respective airport authorities for plying
vehicles into the airport premises. These bank guarantees have been given
against fixed deposits pledged with the banks and the group is restricted to
withdraw such funds until the guarantees are valid. The carrying value of cash
and current account balances in banks are representative of their fair values
at the respective balance sheet dates.
NOTE N. CASH AND CASH EQUIVALENTS
Cash and cash equivalents comprise the following:
Particulars March 31, 2008 December 31, 2006
Cash in hand 134,876 -
Balance with banks 1,619,563 99,592,211
Share of cash held by joint venture 15,784 -
Investment in highly liquid funds 16,332,709 -
Total 18,102,932 99,592,211
Investment in highly liquid funds comprise of amounts invested in liquid
mutual funds.
NOTE O. LONG TERM DEBT
Long-term debts comprise the following:
Particulars March 31, 2008 December 31, 2006
Term loans from banks 30,991,474 -
Less: Current portion of long term debt 2,521,303 -
Total 28,470,170 -
Vehicle loans from banks 2,989,951 -
Less: Current portion of vehicle loans 1,141,515 -
Total 1,848,436 -
Term loan from banks: The term loan from banks is secured on immovable
properties of the Company and movable property being Plant and Equipment. The
Loan is payable in 60 instalments by 2011-12.
Of all immovable properties, Delhi land and Mumbai lower basement is
freehold and rest all are pledged for the term loan mentioned above.
Vehicle loans: Vehicle loans are for the purchase of commercial vehicles
and are secured by way of charge on those vehicles. All of these loans are
repayable in full within 3 or 4 years from the date on which these loans were
availed.
Term Loan
An interest rate profile of long-term borrowings is charged on the monthly
outstanding balances at prevailing SBAR rates less (1% to 1.25 %). The
applicable interest rate as at 31 March 2008 was 11.75%.
The maturity profile of long-term borrowings outstanding at March 31, 2008
is given below:
Year ending 31 March, Amount
2009 2,521,303
2010 4,157,114
2011 5,317,515
2012 6,901,474
2013 12,094,068
Total 30,991,474
The fair value of long-term debt is estimated by the management to be
approximate to their carrying value, since the average interest rate on such
debt is within the range of current interest rates prevailing in the market.
NOTE P. TRADE AND OTHER PAYABLES
Other liabilities comprise the following:
Particulars March 31, 2008 December 31, 2006
Trade payables 9,310,930 -
Payable to related parties 428,439 -
Statutory liabilities 546,189 -
Payable to employees 646,484 -
Provision for expenses 453,027 -
Other liabilities 3,395,699 338,404
Total 14,780,768 338,404
NOTE Q. EMPLOYEE BENEFIT OBLIGATIONS
Employee benefit obligations comprise the following:
Particulars March 31, 2008 December 31, 2006
Provision for compensated absences 287,200 -
Provision for gratuity benefit plan 270,807 -
Total 558,007 -
NOTE R. INCOME TAX PAYABLE
Particulars March 31, 2008 December 31, 2006
Provision for tax 313,411 -
Total 313,411 -
NOTE S. TAXES
Taxes for the period comprise the following:
Particulars March 31, 2008 December 31, 2006
Current income tax benefit 7,952 -
Deferred income tax benefit 360,044 -
Total 367,996 -
The relationship between the expected tax expense based on the applicable
tax rate of the Company and the tax expense actually recognised in the income
statement can be reconciled as follows:
Particulars March 31, 2008 December 31, 2006
Effective tax rate 33.99 % -
Pre tax results (2,934,092)
Expected tax expense at
prevailing tax rate (997,298) -
Adjustment for tax-exempt income -
- Loss of IHC 231,694 -
Adjustments for non-deductible
expenses -
- Prior period taxes 7,952 -
- Unrecognised tax benefit on
losses of subsidiaries 22,506 -
- Impact due to rate change 145,636 -
- Others 221,514 -
Actual tax expense (367,996) -
The tax effect of significant temporary differences that resulted in
deferred income tax assets and liabilities and a description of the items that
create those differences are given below:
Particulars March 31, 2008 December 31, 2006
Deferred income tax assets - Non current
Retirement benefits 407,808 -
Other Accruals 189,667 -
Bonus Accrual 230,046 -
Loans 17,038 -
844,559 -
Deferred income tax liabilities - Non current
Difference in depreciation on
Property, plant and equipment 4,029,049 -
Intangibles 17,560,589 -
21,589,638 -
In assessing the reliability of deferred income tax assets, management
considers whether it is more likely than not that some portion or all of the
deferred income tax assets will be realized. The ultimate realization of
deferred income tax assets is dependent upon the generation of future taxable
income during the periods in which the temporary differences become
deductible. The amount of the deferred income tax assets considered
realizable, however, could be reduced in the near term if estimates of future
taxable income during the carry forward period are reduced.
NOTE T. EQUITY AND RESERVES
a) Ordinary shares
The Company presently has only one class of ordinary shares. For all
matters submitted to vote in the shareholders meeting, every holder of
ordinary shares, as reflected in the records of the Company on the date of the
shareholders' meeting, has one vote in respect of each share held. All shares
are equally eligible to receive dividends and the repayment of capital in the
event of liquidation of the Company.
The Company has an authorized share capital of 200,000,000 ordinary shares
of USD 0.001 each.
The Company was incorporated and registered in the Cayman Islands on 12
May 2006. On incorporation, one subscriber share of $0.001 was issued at a
price of $0.001. On 30 May 2006, 6,250,000 ordinary shares were issued at a
price of $0.001 and one subscriber share was repurchased by the Company at
$0.001
A unit comprises 1 ordinary share and 2 warrants. The nominal value of the
shares is $.001 and the warrants are nil. There are 34,333,334 and 43,708,334
warrants outstanding at December 31, 2006 and March 31, 2008. Each warrant is
exercisable for one ordinary share at $5. The warrants will become exercisable
on the later of: 1) the completion of a Qualified Business Combination or 2)
one year after the Admission Date.
b) Reserves
Additional paid in capital - The amount received by the company over and
above the par value of shares issued (share premium) is shown under this head.
Translation reserve - Assets and liabilities of foreign subsidiaries are
translated into USD at the rate of exchange prevailing as at the Balance Sheet
date. Revenue and expenses are translated into USD by averaging the exchange
rates prevailing during the period. The exchange difference arising out of
the year-end translation is being debited or credited to Foreign Currency
Translation Adjustment Account.
Accumulated earnings - Accumulated earnings include all current and prior
period results as disclosed in the income statement.
NOTE U. OPERATING REVENUE
Operating revenue comprises the following:
Fifteen
months ended Period ended
Particulars March 31, 2008 December 31, 2006
Sale of Goods 20,504,915 -
Rendering of Services 4,388,389 -
Total 24,893,304 -
Top customers account for following percentage of total revenue.
Fifteen
months ended Period ended
Particulars March 31, 2008 December 31, 2006
Top two customers 66 % -
Others 34 % -
Total 100 % -
NOTE V. DIRECT OPERATING EXPENSES
Direct Operating Expenses for the period comprise the following:
Fifteen
months ended Period ended
Particulars March 31, 2008 December 31, 2006
Material Consumed 8,024,125 -
Credit Card Commission 41,867 -
Band and music 77,127 -
Laundry charges 99,284 -
Rent and Hire charges 1,033,963 -
Rates and Taxes 87,052 -
Gas & Fuel 2,256,151 -
Labour Charges 795,584 -
Security charges 53,964 -
Vehicle Expenses 316,966 -
Replacement to linen, uniforms, etc. 116,662 -
Hygiene and sanitation 394,360 -
Repair & Maintenance 258,619 -
Employee Costs (Refer to AA) 3,126,945 -
Management Fees 138,385 -
Revenue Sharing 220,654 -
Depreciation and Amortisation (Refer to B) 2,191,283 -
Share in Joint Venture 244,147 -
Miscellaneous Expenses 84,404 -
Total 19,561,542 -
NOTE W. ADMINISTRATIVE EXPENSES
Administrative costs comprise the following:
Fifteen
months ended Period ended
Particulars March 31, 2008 December 31, 2006
Rates & Taxes 175,233 -
Auditors' remuneration 298,409 102,404
Repair and maintenance 192,170 -
Computer Expenses 24,299 -
Legal and professional fees 3,300,324 210,507
Depreciation and amortization 2,894,857 -
Printing and Stationery 131,664 -
Water and Electricity Charges 128,007 -
Vehicle expenses 82,097 -
Service fees 384,297 -
Travelling and conveyance 476,990 129,523
Postage and telephone 130,838 -
Insurance 357,627 90,527
Employee Costs (Refer to AA) 920,895 -
FBT Expense 23,980 -
Interest on TDS 21,940 -
Recruitment expenses 54,641 -
Luxury Tax 27,683 -
Sponsor fees 60,000 70,000
Share in joint venture 19,191 -
Other Expenses 325,548 241,164
Total 10,030,670 844,525
NOTE X. SELLING EXPENSES
Fifteen
months ended Period ended
Particulars March 31, 2008 December 31, 2006
Advertisement 126,182 -
Share in joint venture 214 -
Total 126,396 -
NOTE Y. JOINTLY CONTROLLED ENTITIES
Gourmet Restaurants Private Limited ("GRPL") is the only jointly
controlled entity within the Group. The financial statements GRPL have been
incorporated into the Group's consolidated financial statements using
proportionate consolidation. The aggregate amounts relating to GRPL that have
been included in the consolidated financial statements are as follows:
Particulars March 31, 2008 December 31, 2006
Non-current assets 73,271 -
Current assets 82,137 -
Non-current liabilities 3,439 -
Current liabilities 245,385 -
Income 242,966 -
Expenses 265,842 -
NOTE Z. EMPLOYEE COST
Employee costs comprise the following:
Period ended Period ended
Particulars March 31, 2007 December 31, 2006
Salaries & allowances 3,414,423 -
Retirement benefit, contribution
to provident & other funds 416,549 -
Staff welfare expenses 216,868 -
Total 4,047,840 -
Of the above USD 3,126,945 are included in direct operating expense and
USD 920,895 in administrative expenses.
NOTE AA. EMPLOYEE RETIREMENT BENEFITS
The following are the employee benefit plans applicable to the employees
of the Group.
a) Gratuity benefit plan
In accordance with applicable Indian laws, the Group provides for
gratuity, a defined benefit retirement plan ("the Gratuity Plan") covering
eligible employees. The Gratuity Plan provides for a lump sum payment to
vested employees on retirement, death, incapacitation or termination of
employment of amounts that are based on salary and tenure of employment.
Liabilities with regard to the Gratuity Plan are determined by actuarial
valuation.
The following table sets out the funded status of the Gratuity Plan and
the amounts recognised in the Group's consolidated financial statements:
Particulars March 31, 2008 December 31, 2006
Change in Benefit Obligation
Present Benefit Obligation ('PBO') on
acquisition 144,127 -
Interest Cost 11,530 -
Service Cost 39,444 -
Benefits paid (5,461) -
Actuarial (gain) loss on obligations 81,167 -
PBO at the end of the period 270,807 -
Liability recognised
Present Value of Obligation 270,807 -
Fair value of plan assets - -
Liability Recognised in Balance Sheet 270,807 -
Net gratuity cost for the fifteen month period ended March 31, 2008
included the following components:
Particulars March 31, 2008 December 31, 2006
Current Service Cost 39,444 -
Interest Cost 11,530 -
Net actuarial (gain) loss recognised
in the period 81,167 -
Expenses Recognised in the income
statement 132,141 -
The movement of the net liability can be reconciled as follows:
Particulars March 31, 2008 December 31, 2006
Movements in the liability recognised
Opening net liability 144,127 -
Expense as above 132,141 -
Contribution paid (5,461) -
Closing net Liability 270,807 -
For determination of the liability, the following actuarial assumptions
were used:
Particulars March 31, 2008 December 31, 2006
Discount Rate 8.00 % 8.00 %
Rate of increase in Compensation
levels 5.00 % 6.00 %
Current service cost and interest cost are included in employee costs.
The development of Group's defined benefit scheme relating to Gratuity may
also be summarised as follows:
Particulars Experience adjustments on plan liabilities
2004 41,852
2005 45,182
2006 62,803
2007 77,408
All actuarial gains and losses have been recognised in income statement
under employee costs.
b) Provident fund benefit plan
Apart from being covered under the Gratuity Plan described earlier,
employees of the Indian companies participate in a provident fund plan; a
defined contribution plan. The Group makes annual contributions based on a
specified percentage of salary of each covered employee to a government
recognised provident fund. The Group does not have any further obligation to
the provident fund plan beyond making such contributions. Upon retirement or
separation an employee becomes entitled for this lump sum benefit, which is
paid directly to the concerned employee by the fund. The Group contributed
approximately USD 236,127 to the provident fund plan during the fifteen months
period ended March 31, 2008.
c) Compensated absence plan
The Group permits encashment of leave accumulated by their employees on
retirement, separation and during the course of service. The liability for
encashment of privilege leave is determined and provided on the basis of
actuarial valuation performed by an independent actuary at balance sheet date.
The following table sets out the status of the Compensated absence plan of
the Group and the corresponding amounts recognised in the Group's consolidated
financial statements:
Particulars March 31, 2008 December 31, 2006
Change in Benefit Obligation
PBO at the beginning of the period 194,923 -
Interest Cost 23,323 -
Service Cost 109,228 -
Benefits paid (25,228) -
Actuarial (gain) loss on obligations (15,045) -
PBO at the end of the period 287,201 -
Net compensated absence cost for the fifteen months period ended March 31,
2008 included the following components:
Particulars March 31, 2008 December 31, 2006
Current Service Cost 109,228 -
Interest Cost 23,323 -
Net actuarial (gain) loss recognised
in the period (31,119) -
Expenses Recognised in the income
statement 101,432 -
The actuarial assumptions used in accounting for the Compensated absence
plan were as follows:
Particulars March 31, 2008 December 31, 2006
Discount Rate 8.00 % 8.00 %
Rate of increase in Compensation levels 5.00 % 6.00 %
Rate of Return on Plan Assets - -
NOTE BB. OPERATING LEASES
The subsidiaries have entered into commercial leases for certain
properties which are either cancelable or non-cancellable. These leases have
durations of 1 to 25 years with an option for renewal at the end of lease
term. The lease terms includes payment of revenue sharing which in the nature
of lease rental is based on the specified percentage of the revenue generated
for using the property. As the revenue is variable every month this lease
rental is in the nature of contingent rent.
There are no restrictions placed upon the lessee under these operating
lease agreements except under the "In Flight Kitchen (IFK) agreement" entered
on 11 September 2006 to construct, implement, operate and maintain in-flight
kitchen facilities at Hyderabad Airport with rent payable of Rs.30/- per
square meter per month. with an escalation clause of 5% every year. Under this
lease no sale/transfer of shares of the SCPL shall be made by the Group to any
third party without the prior written consent of lessor.
Lease payments made and future minimum rentals payable under non-
cancellable operating leases are as follows:
Particulars March 31, 2008 December 31, 2006
Lease payments made during the period 1,027,155 -
Minimum lease payments due not
later than one year 416,114 -
later than one year but not later
than five years 65,869 -
later than five years 49,586 -
NOTE CC: SHARE BASED PAYMENTS
Banyan Tree Capital Limited has been appointed exclusive strategic advisor
which will provide advisory services to the Company and its Mauritius
subsidiary with regard to the acquisition of assets for a monthly fee capped
at $20,000.
As part of the consideration for its advisory services, the Company shall
issue to advisors 500,000 shares of common stock of the Company at the initial
offering price of the units in the offering, subject to satisfaction of each
of the following conditions:
-- The completion of a Qualified Business Combination;
-- The company has consummated its "de-SPACing" in accordance with rules
of the AIM and its obligation under the terms of offering, as the same
are set forth in the offering circular of the Company (the date upon
such "de-SPACing" occurs, the "de-SPACing" date)
-- The date that is one year after the completion of a Qualified Business
Combination (the "Trigger Date") has passed; and
-- Company's ordinary share price is greater than 1.0x the Sensex hurdle
rate on the Trigger Date or, if our ordinary share price is below the
Sensex hurdle rate on the Trigger Date, the ordinary share price must
have exceeded the Sensex hurdle rate for 20 consecutive trading days at
any time prior to that date. The Sensex hurdle rate is defined as the
Sensex index performance over the duration of time from the closing
date of this offering to the Trigger Date.
If the shares as set forth above have not vested prior to the date which
is 36 months from the closing of the offering, such non vested shares shall
expire.
March 31 2008 December 31 2006
Weighted Weighted
average average
exercise exercise
Number price Number price
Outstanding at January 1 2007 - - - -
Granted 500,000 6 - -
Forfeited - - - -
Exercised - - - -
Lapsed - - - -
Outstanding as at March 31 2008 500,000 6 - -
All share based remuneration would be settled in equity. The group has no
legal or constructive obligation to repurchase or settle the options.
The fair values of options granted are determined using the Binomial
valuation model. Significant inputs into the calculation are:
2008 2006
Weighted average share price 6.72 -
Exercise price 6 -
Weighted average volatility rate 52.03 -
Dividend pay outs 0 -
Risk free rate 5 % -
Average remaining life 27 months -
The underlying expected volatility was determined by reference to
historical data, adjusted for unusual share price movements. No special
features inherent to the options granted were incorporated into measurement of
fair value.
The Company has modified the option granted above on March 28, 2008 to
waive off the offering price and the market related condition for vesting.
Additional cost has been recognised based on fair value of IHC shares based
prevailing market price on that date.
In total, USD 328,597 advisor's remuneration expense has been included in
the consolidated income statement for 2008 (2006: Nil).
NOTE DD. RELATED PARTY TRANSACTIONS
Related parties with whom the Group has transacted during the period
Key Management Personnel
Particulars
Sanjay Narang
Ajith Mathur
Arvind Ghei
Patrick Rodrigues
Jaswinder Singh
Ramesh Joshee
Enterprises over which significant influence exercised by key management
personnel/ directors
Bullworker Pvt. Ltd
Gourmet Restaurants Private Limited
Mars Food Services
Mars Enterprises
Mars Corporation
Mars Hotel & Resorts Private Limited
Mars Catering Services Private Limited
Gordon House Airport Hotels Pvt. Ltd
Gordon House City Hotels Pvt. Ltd
Gordon House Estate Pvt Ltd
Gordon House Hotel & Resorts Pvt ltd
Gordon House Properties Private Limited
Summary of transactions with related parties during the period
Nature of Transaction March 31, 2008 December 31, 2006
Transactions with key management
personnel
Remunerations
Short term Employee Benefit - salary cost 224,629 -
Long Term Employee Benefit -
Defined Contribution 10,392 -
Loan to Arvind Ghei 4,511
Transactions with enterprises over which
significant influence exercised by key
management personnel/ directors.
Sale of Goods 168,114 -
Purchase of Assets 67 -
Sale of Assets 21,463 -
Rendering of other services 213,953 -
Service received 544,596 -
Deposits given 13,963,033 -
Loans granted 1,080 -
Amount payable at the period end 136,236 -
Amount receivable at the period end 433,026 -
The directors are covered under the Group's gratuity policy along with
other employees of the Group. Proportionate amount of gratuity is not included
in the aforementioned disclosures.
NOTE EE. EARNINGS PER SHARE
The basic earnings per share for the period ended March 31, 2008 and
December 31, 2006 have been calculated using the net results attributable to
shareholders of the Group as the numerator. None of the dilutive shares relate
to interest or similar expense recognisable in profit or loss for the fifteen
month period ended March 31, 2008 and period ended December 31, 2006.
Diluted earnings per share amounts are calculated by dividing the net
profit attributable to ordinary equity holders of the parent by the weighted
average number of ordinary shares outstanding during the period plus the
weighted average number of ordinary shares that would be issued on the
conversion of all the dilutive potential ordinary shares into ordinary shares.
Calculation of basic and diluted EPS is as follows:
Particulars March 31, 2008 December 31, 2006
Loss attributable to shareholders of
the Group, for basic and dilutive (2,435,325) 1,266,390
Weighted average numbers Shares
outstanding during the period for
Basic 23,542,368 15,995,351
Effect of dilutive potential ordinary
shares:
Warrants 29,716,408 -
Weighted average numbers Shares
outstanding during the period for
Dilutive 52,258,776 15,995,351
Basic EPS, in USD (0.10) 0.08
Diluted earnings per share, in USD (0.10) 0.08
Dilutive shares have not been considered for calculation of dilutive
earnings per share as these are anti dilutive in nature.
NOTE FF. COMMITMENTS AND CONTINGENCIES
A summary of the contingencies existing as at period ended is as follows:
Particulars March 31, 2008 December 31, 2006
Counter guarantees given to bankers
against guarantees issued by them 6,056,047 -
Estimated amount of contracts
remaining to be executed on capital
account and not provided
for (net of advances) 3,057,331 -
NOTE GG. SEGMENT REPORTING
Primary segments
Business segments
Air Restaurants
Particulars catering Hotels and others Group Total
Segment
Revenue 19,395,489 2,057,769 5,999,633 - 27,452,891
Less: Inter
segment
revenue - - (2,553,771) - (2,553,771)
Net revenue
from
operations 19,395,489 2,057,769 3,445,862 24,899,120
Segment
Profit/
(loss)
before tax
and
finance
charges 914,936 498,444 (295,561) (5,622,745) (4,504,926)
Add: Other
Income (not
allocable) - - - 349,581 -
Less: Finance
charges and
other
expenses (not
allocable) - - - 1,448,561 -
Total Profit
before Tax 914,936 498,444 (295,561) (1,624,361) (2,706,784)
Segment Assets and Liabilities
Air Restaurants
Particulars catering Hotels and others Group Total
Segment
assets 135,887,624 20,301,530 12,726,679 - 168,915,833
Unallocated - - - 50,332,444 50,332,444
Total 135,887,624 20,301,530 12,726,679 50,332,444 219,248,277
Segment
liabilities 40,420,336 606,626 - - 41,026,963
Unallocated - - - 34,644,624 34,644,624
Total 40,420,336 606,626 - - 75,671,587
Capital
expendi-
ture * 42,372,359 - - 6,118,594 48,490,953
Total 42,372,359 - - 6,118,594 48,490,953
* Includes additions during the period and assets under construction.
(Excludes assets acquired on acquisition)
Note: No disclosures are made for comparative periods as the company had
no operations and all expenses represented group expenses.
Description of business segments
Air Catering: SkyGourmet acquired by the Group is identified as an
independent business segment offering air catering services. SkyGourmet also
provides handling, stores management, transportation of meals,
loading/unloading of goods and other consumable and ancillary services however
these services directly related and covered under the original meals supply
contract and relates air catering.
Hotels: Currently this segment represents independent operations of Gordon
House Hotel located at Mumbai. The Hotel is a modern boutique providing state
of art facilities.
Restaurants and others: This segment comprises of operating speciality
restaurants, chain of patisserie, cake shops and food courts.
Secondary segments
The Group has not presented geographical segments as its all operations
are carried out in India.
NOTE HH. OTHER FINANCIAL ASSETS
Trade receivables comprise amounts receivable from the rendering of
catering services. Other current assets include unbilled income, prepayments,
accrued interest and deposits and advances receivable in cash and kind.
The directors consider that the carrying amount of trade and other
receivables approximates their fair value.
Bank balances and cash comprise cash and short-term deposits held by the
group treasury function. The carrying amount of these assets approximates
their fair value.
The investments in short term included investment in daily dividend plan
of reputed mutual funds, where the carrying value represents fair value.
Given below is the summary of financial assets as categorised in IAS 39:
Particulars March 31 2008 December 31 2006
Non current assets
Available for sale - -
Held to maturity - -
Current assets
Available for sale
Loans and receivables 11,090,663 557,745
Cash and cash equivalents 18,102,932 99,592,211
NOTE II. OTHER FINANCIAL LIABILITIES
Trade and other payables principally comprise amounts outstanding for
trade purchases and ongoing costs.
The directors consider that the carrying amount of trade payables
approximates to their fair value.
Particulars March 31 2008 December 31 2006
Non current liabilities
Borrowings:
Financial liabilities at
amortised cost 30,318,607 -
Current liabilities
Borrowings:
Financial liabilities at
amortised cost 7,622,718 -
Trade payables:
Financial liabilities at
amortised cost 14,780,768 338,404
NOTE JJ. RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group is exposed to a variety of financial risks which results from
the Group's operating and investing activities. The Group's risk management is
coordinated its parent company, in close co-operation with the board of
directors and the core management team of the subsidiaries, and focuses on
securing the Group's short to medium term cash flows by minimising the
exposure to financial markets.
The Group does not engage in the trading of financial assets for
speculative purposes nor does it write options.
Financial assets that potentially subject the Group to concentrations of
credit risk consist principally of cash equivalents, accounts receivables,
other receivables, investment securities and deposits. By their nature, all
such financial instruments involve risk including the credit risk of non-
performance by counter parties.
The Group's cash equivalents and deposits are invested with banks, whereas
investment securities represent investments in highly liquid securities traded
actively on various stock exchanges.
The Group's trade and other receivables are actively monitored to review
credit worthiness of the customers to whom credit terms are granted and also
avoid significant concentrations of credit risks.
The Group's interest-rate risk arises from long-term borrowings.
Borrowings obtained at variable rates expose the Group to cash flow interest-
rate risk. Borrowings issued at fixed rates expose the Group to fair value
interest-rate risk.
Foreign Currency sensitivity
The operating currency of the subsidiaries being Indian Rupee (INR) most
transactions are incurred in Indian Rupees (INR). The subsidiaries incur
certain foreign currency transactions however no significant exposure to
currency exchange rate is noted. As the subsidiaries operate in India and
therefore have a natural hedge to foreign currency exchange the group has not
taken any steps to mitigate such risks.
Foreign currency denominated financial assets and liabilities, translated
into USD at the closing rate, are as follows.
Nominal amounts March 31, 2008 December 31, 2006
USD INR USD INR
Short term exposure
Financial assets 17,293,100 689,644,698 - -
Financial liabilities 22,296,055 889,612,611 - -
Net short term exposure (5,002,955) (199,617,913) - -
Long term exposure
Financial assets 6,276,636 250,437,790 - -
Financial liabilities 30,989,926 1,236,498,036 - -
Net Long term exposure (24,713,289) (986,060,246) - -
If the INR had strengthened against the US Dollar by 3% (2006: 0%) then
this would have had the following impact:
March 31, 2008 December 31, 2006
USD USD
Net results for the period (9,590) -
If the INR had weakened against the US Dollar by 7% (2006: 0%) then this
would have had the following impact:
March 31, 2008 December 31, 2006
USD USD
Net results for the period (20,286) -
Interest rate sensitivity
The Group's policy is to minimise interest rate cash flow risk exposures
on long-term borrowing. Vehicles borrowings being at fixed rates, these are no
sensitivity analysis on these. At 31 March 2008, the Group is exposed to
changes in market interest rates through its long term bank borrowings, which
are subject to variable interest rates - see note 4.7 for further information.
The following table illustrates the sensitivity of the net result for the
period and equity to a reasonably possible change in interest rates of +1% and
-1% (2006: +/-0%), with effect from the end of the year. These changes are
considered to be reasonably possible based on observation of current market
conditions. The calculations are based on the Group's consolidated financial
instruments held at each balance sheet date. All other variables are held
constant.
March 31, 2008 December 31, 2006
+ 1% - 1% + 1% - 1%
Net results for the period (3,547,624) (3,504,468) - -
Credit risk analysis
The Group's exposure to credit risk is limited to the carrying amount of
financial assets recognised at the balance sheet date, as summarised below:
March 31, 2008 December 31,2006
Highly liquid investments 14,367,242 -
Cash & cash at bank 1,770,223 -
Trade receivables 8,133,181 -
Other receivables 1,590,335 -
The Group continuously monitors defaults of customers and other
counterparties, identified either individually or by the Group, and
incorporates' this information into its credit risk controls. The Group's
policy is to deal only with creditworthy counterparties.
The Group's management considers that all the above financial assets that
are not impaired for each of the reporting dates under review are of good
credit quality, including those that are past due.
None of the Group's financial assets are secured by collateral or other
credit enhancements.
In respect of trade and other receivables, the Group's exposure to any
significant credit risk exposure to any single counterparty or any group of
counterparties having similar characteristics refer note J.
The credit risk for liquid funds and other short-term financial assets is
considered negligible, since the counterparties are reputable banks with high
quality external credit ratings.
Liquidity risk analysis
The Group manages its liquidity needs by carefully monitoring scheduled
debt servicing payments for long-term financial liabilities as well as cash-
outflows due in day-to-day business. Liquidity needs are monitored in various
time bands, on a day-to-day and week-to-week basis, as well as on the basis of
a rolling 30-day projection. Long-term liquidity needs for a 180-day and a
360-day lookout period are identified monthly
The Group maintains cash and marketable securities to meet its liquidity
requirements for up to 30-day periods. Funding in regards to long-term
liquidity needs is additionally secured by an adequate amount of committed
credit facilities and the ability to sell long-term financial assets.
As at 31 March 2008, The Group's liabilities have contractual maturities
which are summarised below:
Current Non Current
Within 6 to 1 to More than
6 months 12 months 5 years 5 years
2008 2006 2008 2006 2008 2006 2008 2006
Term loan
from banks 1,260,652 - 1,260,652 - 28,470,170 - - -
Vehicle loan 677,614 - 677,614 - 2,994,194 - - -
Trade
payable 9,305,107 - - - - - - -
Other short
term
liabilities 4,101,461 - - - - - - -
The above contractual maturities reflect the gross cash out flows, not
discounted at the current values thereby these values will differ to the
carrying values of the liabilities at the balance sheet date.
NOTE KK. CAPITAL MANAGEMENT POLICIES AND PROCEDURES
the Group' s capital management objectives are:
-- to ensure the Group's ability to continue as a going concern; and
-- to provide an adequate return to shareholders.
by pricing products and services commensurately with the level of risk.
The Group monitors capital on the basis of the carrying amount of equity
plus its subordinated loan (see note 22), less cash and cash equivalents as
presented on the face of the balance sheet. Capital for the reporting periods
under review is summarised as follows:
The Group's goal in capital management is to maintain a capital-to-overall
financing structure ratio as low as possible.
The Group sets the amount of capital in proportion to its overall
financing structure, i.e. equity and financial liabilities other than its
subordinated loan. the Group manages the capital structure and makes
adjustments to it in the light of changes in economic conditions and the risk
characteristics of the underlying assets. In order to maintain or adjust the
capital structure, the Group may adjust the amount of dividends paid to
shareholders, return capital to shareholders, issue new shares, or sell assets
to reduce debt.
March 31, 2008 December 31, 2006
Total equity 144,202,951 99,811,552
Add Subordinated loan - -
Less Cash & cash equivalents (18,102,932) (99,592,211)
Capital 126,100,019 219,341
Total equity 144,202,951 99,811,552
Add Borrowings 37,941,325 -
Overall financing 182,144,276 99,811,552
Capital to overall financing 0.69:1.0 0.002:1
ratio
NOTE LL. PREVIOUS PERIOD FIGURES
Previous period figures have been re-grouped and/or re-classified to
conform to the current period figures. Previous period figures have been
audited by another firm of accountants.
SOURCE India Hospitality Corp.
-0- 09/23/2008
/CONTACT: Investor Relations Contact, ICR Inc., William Schmitt,
+1-203-682-8200, or Nominated Adviser and Broker, Deutsche Bank AG, Mumtaz
Naseem, +44-20-7545-8000/