16. PROVISIONS AND CONTINGENT LIABILITIES AND ASSET Provisions
Provisions are recognised when the Company has a present legal or constructive obligation as a result of a past events, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation.
If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.
Contingent liabilities and assets
Contingent liabilities are possible obligations that arise from past events and whose existence will only be confirmed by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company. Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote.
17. REVENUE RECOGNISATION
a) Revenue in case of Hotels & Resorts Business
Revenue is recognised at the transaction price that is allocated to the performance obligation. Revenue includes room revenue, food and beverage sale and banquet services which is recognised once the rooms are occupied, food and beverages are sold and banquet services have been provided as per the contract with the customer. In relation to laundry income, airport transfers income and other allied services, the revenue has been recognised by reference to the time of service rendered.
b) Revenue in case of Sale of Services in real estate segment
Revenue in case of property maintenance services shall be recognized on fulfillment of performance obligations as per the contracts.
c) Interest
Revenue is recognized on a time proportion basis using the effective interest rate method.
18. EXPENDITURE
Expenses are accounted for on the accrual basis and provisions are made for all known losses and liabilities
19. BORROWING COSTS
Borrowing costs attributable to the acquisition or construction of a qualifying asset are capitalised as part of the cost of the asset. A qualifying asset is one that necessarily takes substantial period of time to get ready for intended use. Other borrowing costs are recognised as an expense in the period in which they are incurred. Borrowing cost includes exchange differences to the extent regarded as an adjustment to the borrowing costs.
20. TAXATION
Income tax expense comprises of current tax and deferred tax. It is recognised in the Statement of Profit and Loss except to the extent that it relates to items recognised in other comprehensive income or directly in equity.
Cu rrent tax
Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any relating to income taxes. It is measured using tax rates enacted at the reporting date.
Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis.
Deferred tax
Deferred tax is recognised in respect of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the corresponding amounts used for taxation purposes.
Deferred tax liabilities are recognised for all taxable temporary differences. Deferred tax assets are recognised for unused tax losses, unused tax credits and deductible temporary differences to the extent that is probable that future taxable profits will be available against which they can be used. Deferred tax assets unrecognised or recognised, are reviewed at each reporting date and are recognised / reduced to the extent that it is probable / no longer probable respectively that the related tax benefit will be realised. Significant management judgement is required to determine the probability of deferred tax asset.
Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date.
The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the Company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities.
21. SEGMENT REPORTING
Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker. The chief operating decision maker is considered to be the Board of Directors who makes strategic decisions and is responsible for allocating resources and assessing performance of the operating segments.
22. EARNING PER SHARE
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders (after deducting attributable taxes) by the weighted average number of equity shares outstanding during the period. Since there is no potential; dilutive equity shares hence there is no impact on basic EPS while calculating dilutive EPS.
23. CASH FLOW STATEMENT
The cash flows from operating, investing and financing activities of the Company are segregated based on the available information. Cash flows from operating activities are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.
24. RECENT INDIAN ACCOUNTING STANDARDS (IND AS)
Ministry of Corporate Affairs ("MCA") notifies new standard or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. On March 31, 2023, MCA amended the Companies (Indian Accounting Standards) Rules, 2015 by issuing the Companies (Indian Accounting Standards) Amendment Rules, 2023, applicable from April 1, 2023, as below:
i. Ind AS 1 - Presentation of Financial Statements-
The amendments require companies to disclose their material accounting policies rather than their significant accounting policies. Accounting policy information, together with other information, is material when it can reasonably be expected to influence decisions of primary users of general purpose financial statements. The Company does not expect this amendment to have any significant impact in its financial statements
ii. Ind AS 12 - Income Taxes -
The amendments clarify how companies account for deferred tax on transactions such as leases and decommissioning obligations. The amendments narrowed the scope of the recognition exemption in paragraphs 15 and 24 of Ind AS 12 (recognition exemption) so that it no longer applies to transactions that, on initial recognition, give rise to equal taxable and deductible temporary differences. The Company does not expect this amendment to have any significant impact in its financial statements.
iii. Ind AS 8 - Accounting Policies, Changes in Accounting Estimates and Errors-
The amendments will help entities to distinguish between accounting policies and accounting estimates. The definition of a change in accounting estimates has been replaced with a definition of accounting estimates. Under the new definition, accounting estimates are "monetary amounts in financial statements that are subject to measurement uncertainty". Entities develop accounting estimates if accounting policies require items in financial statements to be measured in a way that involves measurement uncertainty. The Company does not expect this amendment to have any significant impact in its financial statements.
13.3 The company has not reserved any equity shares for issue under options and contracts/commitments for sale of shares/disinvestment.
13.4 The company for the period of five years immediately preceding the Balance Sheet date has not:
(i) allotted any equity shares as fully paid up pursuant to contract(s) without payment being received in cash
(ii) alloted any fully paid up shares by way of bonus shares nor has bought back any class of equity shares
13.5 The company has only one class of equity shares having a par value of Rs. 10/- per share. Each holder of equity shares is entitled to one vote per share. The dividend, if any, proposed by the Board of Directors is subject to the approval of the shareholders, in the ensuing Annual General Meeting. In the event of liquidation, the equity shareholders are entitled to receive only the residual assets of the company. The distribution of dividend, if any, is in the proportion to the number of equity shares held by the shareholders.
*Mrs. Sadhana Rai has passed away on 23rd November, 2020, however her shares are yet to be transmitted to the legal heirs.
A petition for succession certificate with Hon'ble court has been filed and order has been received on dated 8 February, 2024 however the transmission is under process.
13.7 The Company has no holding, subsidiary, associate or joint venture.
13.8 The Company has not issued bonus shares, bought back shares or issued shares for consideration other than cash during the period of five years immediately preceding the reporting date.
The Company has not declared dividend in the financial year 2023-24 and 2022-23.
Valuation processes
The finance department of the Company includes a team that performs the valuations of financial assets and liabilities required for financial reporting purposes, including level 3 fair values. This team reports directly to the Senior Management. Discussions on valuation and results are held between the Senior Management and valuation team atleast once every quarter in line with the Company's quarterly reporting periods.
Financial risk management
The Company has exposure to the following risks arising from financial instruments
Ý Credit risk ;
Ý Liquidity risk ;
Ý Market Risk - Interest rate
Risk management framework
The Company's board of directors has overall responsibility for the establishment and oversight of the Company's risk management framework. The board of directors has authorized respective business Managers to establish the processes, who ensures that executive management controls risks through the mechanism of properly defined framework.
The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management policies and systems are reviewed by the business managers periodically to reflect changes in market conditions and the Company's activities. The Company, through its training and management standards and procedures, aims to maintain a disciplined and constructive control environment in which all employees understand their roles and obligations.
Liquidity risk is the risk that the Company will encounter difficulty in meeting the obligations associated with its financial liabilities that are settled by delivering cash or another financial assets. The Company's approach to manage liquidity is to have sufficient liquidity to meet it's liabilties when they are due, under both normal and stressed circumstances, without incurring unacceptable losses or risking damage to the Company's reputation.
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of funding through an adequate amount of credit facilities to meet obligations when due and to close out market positions. Due to the dynamic nature of the underlying businesses, Company treasury maintains flexibility in funding by maintaining availability under credit facilities.
Liquidity risk results from the Company's potential inability to meet the obligations associated with its financial liabiliti es, for example settle-ment of financial debt and paying suppliers. The Company's liquidity is managed by Company Treasury. The aim is to ensure effective liquidity management, which primarily involves obtaining sufficient committed credit facilities to ensure adequate financial resources and, to some extent, tapping a range of funding sources.
Market risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market prices. Market risk comprises two types of risk namely: currency risk and interest rate risk. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, while optimising the return.
A. Interest rate risk
Interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate because of changes in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's borrowings with floating interest rates.
Exposure to interest rate risk
The Company's interest rate risk arises majorly from the term loan carrying floating rate of interest. These obligations expose the Company to cash flow interest rate risk. The exposure of the Company's borrowing to interest rate changes as reported to the management at the end of the reporting period are as follows:
31. c Fair value measurement and financial instruments
Capital Management
The primary objective of the management of the Company's capital structure is to maintain an efficient mix of debt and equity in order to achieve a low cost of capital, while taking into account the desirability of retaining financial flexibility to pursue business opportunities and adequate access to liquidity to mitigate the effect of unforeseen events on cash flows. Management also monitors the return on equity.
The Board of directors regularly review the Company's capital structure in light of the economic conditions, business strategies and future commitments.
For the purpose of the Company's capital management, capital includes issued share capital, securities premium and all other equity reserves. Debt includes term loan
During the financial year ended 31 March 2024, no significant changes were made in the objectives, policies or processes relating to the management of the Company's capital structure.
32. Commitment & Contingent Liabilities: -
a) LG Electronics India Pvt Ltd (LG) had filed a suit against the company, Usha India Ltd., and others for the recovery of ^ 465.02 lakhs given as security deposit for the premises A-41, Mohan Co-operative Industrial Estate, New Delhi -110044 taken by it on lease from Usha India Ltd. and against the maintenance service agreement for the same premises entered into with the Company. The Company has denied its liability on the ground that it has already assigned the agreement to Lord Mahadev Trust on 6th August, 1997 and transferred the security deposit of 87.19 lakhs received by the Company to the said Trust. However, Hon'ble High Court of Delhi has passed a part joint decree of 231.26 lakhs in favour of LG and the LG filed an execution petition and subsequently the Court directed the Company to transfer a sum of 4.50 lakhs to LG. The liability on account of above decree has not been ascertained by the court among the parties to the suit.
However, the management is of the opinion based on legal advices, that the Company shall not be liable to make any payment to L.G, even the amount of ^ 4.50 lakhs shall be recovered by the company from LG Electronics India Pvt. Ltd (LG).Presently ^ 4.50 lakhs so transferred to LG Electronics has been shown under the head of Long term Loan and Advances .
b) Commitments
Estimated amount of contracts remaining to be executed on capital account and not provided for (net of advances) Nil (previous year Nil)
33. Disclosure of Related Parties/Related Party Transactions:
A) Name and Transactions with related parties: -
i. KEY MANAGEMENT PERSONNEL
1. Mr. Prithvi Raj Singh - Managing Director till 29 December, 2023
2. Mr. Akhil Arora- Managing Director & Chief Executive Officer w.e.f 1 January, 2024
3. Mr. Rajeev Chatterjee- Chief Financial Officer w.e.f 15 August, 2023
4. Mr. Sumeer Narain Mathur - Company Secretary & Chief Financial Officer till 14 August, 2023)
5. Late Mrs. Sadhana Rai (Legal Heirs of Mrs. Rai) - Promoter
ii. ENTERPRISES HAVING SIGNIFICANT INFLUENCE OF KMP'S
1. Espire Reality Limited (Formerly Windsor Infrastructure Limited)
2. Forest Fern Hospitality Private Limited
3. Forest Fern Resorts Private Limited
4. Brentwoods International Limited
5. Sarp Hotels Private Limited
6. Espire resorts Private Limited
7. Espire Conglomerate Private Limited
Negative figures represent payable and positive figure represent recoverable
34. Segment Reporting Basis for Segment reporting
Factors used to identify the entity's reportable segments, including the basis of organization
The company is engaged in hospitality business of operating and managing hotels / resorts. Operating segments are reported in a manner consistent with the internal reporting provided to the Chief Operating Decision Maker (CODM). The CODM is considered to be the Board of Directors who makes strategic decisions and is responsible for allocating resources and assessing performance of the operating segments. The CODM has determined only one operating segment i.e. hospitality business
Geographical Segments
The geographical segment have been identified on the basis of the location of customers. The total market of the Company can be segregated into domestic market as they do not have any overseas market.
41. The company neither holds any benami property nor any proceedings have been initiated or pending against the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988) and the rules made thereunder.
42. Gross amount required to be spent on CSR activities during the year is Nil (Previous year Nil).
43. The Company has not undertaken any transactions with companies struck off under section 248 of the Companies Act, 2013 or section 560 of Companies Act, 1956
44. There is no charge or satisfaction pending for registration with Registrar of Companies beyond the statutory period
45. The Company has not traded or invested in Crypto currency or Virtual Currency during the year ended March 31, 2024 and March 31, 2023.
46. The company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read with Companies (Restriction on number of Layers) Rules, 2017.
47. The Company does not have any working capital limits through any bank or financial institution.
48. The Company has established a comprehensive system of maintenance of information and documents that are required by the transfer pricing legislation under section 92-92F of the Income Tax Act, 1961.
49. There are no undisclosed incomes that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act, 1961.
50. Previous year's figures have been regrouped / rearranged wherever necessary.
For Bansal & Co LLP For Espire Hospitality Limited
Chartered Accountants
Firm Reg No:001113N/N500079
Siddharth Bansal Gagan Oberoi Akhil Arora
Partner Director Managing Director & CEO
Membership No:518004 DIN:00087963 DIN: 09436540
Place: New Delhi
Date: 30th May 2024
Sumeer Narain Mathur Rajeev Chatterjee
Company Secretary Chief Financial Officer
& Compliance Officer M.No.: FCS9042
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