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Table of Contents
1. Introduction to IHC 2
3. Financial Highlights 5
5. Risk Factors 9
7. Board of Directors 16
8. Corporate Information 18
India Hospitality Corp. (―IHC‖ or the ―Company‖) is a pan-Indian diversified company with interests
in the hospitality and leisure industries. Its mission is to create a portfolio of opportunities through the
acquisition and successful integration of Indian businesses and assets in the hospitality, food services
and related industries. The Company is listed on AIM, a market operated by the London Stock
Exchange, and trades under the ticker ―IHC‖.
IHC operates in the Indian market through its subsidiaries SkyGourmet Catering Private Limited
(―SkyGourmet‖) and Red Planet Restaurants Private Limited (formerly Mars Restaurants Pvt Ltd)
(―Mars‖) and has three business divisions, Airline Catering, Food Services and Hotels.
As of now, the Company operates 6 flight kitchens, a chain of 32 patisseries, 2 food courts and 3 hotels
across India. The Company is also expanding its hotels business by planning a pan-India roll out of its
brands and considers it to be amongst the key drivers for future growth. IHC strongly leverages on
operational synergies between subsidiaries to achieve cost leadership in the industry.
SkyGourmet, within a short period of time, has become a major player in the Indian airline catering
business. It delivers a comprehensive range of high quality catering products and services to a majority
of the domestic airlines operating both in India and overseas along with a growing number of
international carriers. SkyGourmet prepares and supplies meals, other food items and beverages to its
airline customers along with providing the necessary logistical support and ancillary services.
From its inception as a company with a single Air Catering Unit (―ACU‖) in 2002, SkyGourmet has
emerged as one of the fastest growing air catering companies in the country. It has rapidly expanded its
presence to the country's biggest air transport hubs, with an established production capacity of 108,000
meals per day as of March 31, 2010.
Sky Gourmet‘s ACUs are extremely well designed and efficient and employ the most modern
machinery and technology. The entire design and process standards support its mission of
―Exceptional Quality‖, which is now well recognised across the country. It has a well structured and
highly evolved quality assurance facility with well equipped microbiological labs at each of the locations.
All the units are Hazard Analysis and Critical Control Point (―HACCP‖) certified by the British
Standards Institute. HACCP is a management system in which food safety is addressed through the
analysis and control of biological, chemical and physical hazards from raw material production,
procurement and handling, to manufacturing, distribution and consumption of the finished product.
With state-of-the-art ACUs and astute supply and procurement processes, SkyGourmet has achieved
the distinction of being amongst the lowest cost operators in the industry. SkyGourmet is relentlessly
focused on three strategic dimensions - cost leadership, growth in customer base and geographic reach
- while at the same time ensuring the highest quality.
Mars has two lines of businesses. It operates a multi-brand food services chain along with hotels
through two different divisions. The food services division of Mars operates in both specialty and value
for money segments catering to a variety of eating formats, including retail bakery outlets and
institutional catering. Mars‘ hotels business operates under the flagship brand ―Gordon House Hotels‖.
Birdy’s has emerged as one of Mumbai's popular chain of ―cake and savory‖ retail outlets. These
outlets stock a wide range of patisserie, sandwiches and desserts besides an extensive range of
premium chocolates. Presently Mars has 32 ―Birdy‘s‖ outlets in Mumbai and Delhi.
All Stir Fry is an oriental street-kitchen-style casual dine-in restaurant concept located at the Gordon
House Hotel, Mumbai. The restaurant is a noodle bar that allows customers to create their own meal
and watch it being prepared at the wok counter. The restaurant serves a wide variety of exotic and
select Pan-Asian foods.
The Company also has other operational brands such as Roti, China Joe and Dosa Diner, which are
currently available only within the food courts of larger shopping areas such as malls offerings. The
Company also currently operates the restaurants brands Just Around the Corner, Not Just Jazz by the
Bay & The Pizzeria & Pasta Bar, which are currently operational through franchise arrangement.
Food Courts – Mars operates and manages a multi-brand food court in the Inorbit Mall in Mumbai.
The Company also operates a multi-brand food court at the E-Square Mall in Pune under a
management contract arrangement.
Institutional Catering – The Company has a focus on institutional and industrial catering where it
provides ―private label‖ food for established third party retail outlets, caters to outdoor events,
corporate clients and institutions like hospitals. This segment is addressed through the Company‘s
existing kitchen infrastructure.
Hotel Division:
The hotel division currently operates its existing properties under the Gordon House Hotel brand. The
Gordon House Hotel is a boutique four-star hotel that is highly scalable and is ideally positioned for
downtown city locations and as an addition to shopping malls. IHC currently owns and operates a 29-
room hotel in South Mumbai and operates a 30-room hotel in Pune under a management contract.
Additionally, it has engaged in a management contract to operate a 49-room property that is currently
under development in Chandigarh and a license agreement for the Gordon House Hotel brand for an
existing 103-room hotel near the Mumbai International airport.
Financial Performance
Financial Ratios
Domestic traffic has grown by about 20% from last year according to Centre for Asia Pacific Aviation
(―CAPA‖) estimates, and most of our key customers are reporting higher load factors. Domestic
airlines carried 33.9 million passengers during January-August 2010, which was an increase of 19.3%
when compared to the corresponding period in 2009, according to data released by Directorate General
Civil Aviation (―DGCA‖). With this improved consumer sentiment, Jet Airways is converting 63 flights
a day from the low cost brand Jet Konnect to full service Jet Airways flights. Kingfisher Airlines
already offers a limited service option through its Kingfisher Red brand. These trends directly benefit
SkyGourmet.
The new international terminal at Delhi, with a capacity to handle 60 million passengers annually, is also
helping improve the traffic, especially for the national carrier National Aviation Company of India
Limited (―NACIL‖). NACIL has announced its intention to set up its hub in Delhi and a number of
long haul non-stop flights to U.S. are being planned from this Winter schedule2.
Looking forward, the directors expect to see robust growth in the aviation sector over the next 12-18
months, as all economic indicators are forecast to stay positive and infrastructure continues to improve.
SkyGourmet continued to remain a dominant player in the domestic air catering business. The asset
and capacity utilization of the business has constantly increased. During the year, SkyGourmet signed a
catering contract with NACIL and strengthened its association with Jet Airways and Kingfisher Airlines.
A number of measures for efficiency improvement and productivity enhancement were initiated by the
management team.
However, there was a dramatic shift in attitudes in 2009. The Sensex rebounded from a low of 8,300 in
March 2009 to its current level of around 20,000. Companies are hiring again and salaries are on the
rise. Consumer confidence is strong and discretionary spending is witnessing a healthy increase.
1
Economic Survey of India 2009-10
2
Business Standard Delhi, February 3, 2010
Annual Report 2009-2010 Page 6
We believe that demand levels will continue to improve in 2010-11 as economic growth and the
Commonwealth Games ushers in momentum, companies increase their spend on travel and individuals
travel more for tourism. With the increase in salaries in India, discretionary spending is expected to
increase further, especially on travel and dining. The supply of new hotel rooms in many markets
remains an area of concern in the short term. In the long term however, the demand supply gap in
India is very real and there is need for more inventory in most cities. The shortage is highest in the
mid-market and the economy segment. International and domestic brands have made inroads in this
space over the last few years and this segment continues to grow in India. Indians are seeking value and
safe, affordable yet aspirational brands in this segment have great potential for consumer adoption.
The directors believe that these are healthy and positive indicators for the restaurant and hotel sector in
India. The positive impact has been clearly visible during the period from April to July 2010, when
occupancy levels of the Company‘s south Mumbai hotel touched 95% and with a higher average room
rate than last year. During the past 12 months, the Company added 10 new pastry shops under the
brand ―Birdy‘s‖, taking the total to 32. During the year, the Company signed a partnership agreement,
through its Indian subsidiary (Gordon House Estates Pvt. Ltd), with Entertainment World Developers
Pvt. Ltd (―EWDPL‖) to manage its 10 hotels. The project has been put on hold due to funding
constraints.
Management
With effect from 1 August 2009, IHC assumed direct operating control of its Indian subsidiaries, after
the disengagement of the operating agreements between IHC‘s operating companies, Red Planet and
Sky Gourmet (together the ― Operating Companies‖) and Mars Catering Services Pvt. Ltd, a company
controlled by Sanjay Narang. In anticipation of this development, the Company had taken necessary
steps to put in place an experienced operating and management team to enable the Company to
continue to run and further develop its operations. As a result of disengagement of the agreements,
Mr. Narang and his affiliated entities are bound by an exclusivity, non-compete and non-solicit
restrictions in relation to Sky Gourmet for a period of two years from 1 August 2009. During January
2010, the Company appointed Mr Rajesh Mittal as its CFO, an experienced professional with 22 years
of experience in the field of finance in diverse industries.
Financial Resources
The cash flows of the Company continued to remain under pressure due to cash losses, one-off
expenses on account of disengagement of the operating agreements with Mars Catering Pvt. Ltd and
poor liquidity of several airline companies resulting in higher receivables. A number of measures were
taken during the year to tide over the situation. A short term line of credit amounting to Rs 250 million
(US$ 5.56 million) was raised through an Indian public bank. Various cost optimization mechanisms
were instituted, along with continued pressure on airlines to recover outstanding receivables. In
addition to this, the Company is exploring fund raising programs at both operating and holding
company levels.
Board of Directors
Mr Richard Foyston and Mr Nicholas Bloy (directors nominated by Navis Management Sdn Bhd)
resigned from the board of the Company on 29 October 2009. Mr Andrew Sasson resigned from the
board of the Company on 15 April 2010. I would like to take this opportunity to thank outgoing
directors for their contribution.
Ravi S. Deol
Chief Executive Officer and Managing Director
In managing the affairs of the Company, the Board of Directors is committed to high standards of
business integrity, ethics and professionalism across all our areas. As a fundamental part of this
commitment, we support the highest standards of Corporate Governance. The Company conforms to
applicable laws and regulations, observes the principle of transparency of information, maintains a
proper system of internal controls at operating companies, has its financial statements audited by
qualified and independent outside professionals, respects employees‘ interests including compensation
and working conditions, ensures protection of the environment and plays a constructive role in the
community.
IHC also has a Code of Conduct, which outlines the minimum expected behaviour from all its
employees and this can be obtained from the Company‘s website.
IHC is headed by its Board, which leads and controls the Company. It is currently composed of 5
members.
Appointment of new directors to the Board and matters of remuneration are handled by the Board as
recommended by the Nominating and/or Remuneration Committee(s).
Strategic Plan
Review, adopt and monitor a strategic plan for the Company;
Review and approve any expansion, diversification into new geographies and any activity which
is materially different from that being undertaken by an existing part of Company‘s business;
Oversee, on an ongoing basis, the conduct of the Company‘s business to evaluate whether the
business is being properly managed and ensure that the Company‘s target and long term
objectives are adequately aligned with the overall performance;
Identify principal risks and ensure the implementation of appropriate systems to manage these
risks like insurance, hedging, borrowing limits and corporate security;
Approve the formation, acquisition, divestment, liquidation or the cessation of operations of a
company (including a joint venture company) or other assets or liabilities;
Approve any investment or capital projects or any other transactions, in each case where such
transaction represents 10 percent or more of the Company‘s market capitalisation or the
Group‘s gross revenues, costs or assets.
Treasury Items
Receive at least twice each year proposals setting out the policy for the financing of the Group;
Approve the issue to third parties of debenture or loan stocks, bonds and other paper
programmes, delegating authority, as appropriate, to finalise details;
Approve guarantees and letters of comfort where the amount of the loan or liability exceeds
£100,000 for subsidiaries or £100,000 in respect of third parties;
Approve in principle the granting of security over any Group asset, the entering into of loan
facilities, debt factoring, sale and leaseback arrangements and contracts for derivatives, in each
case with third parties, delegating authority, as appropriate, to finalise details;
Approve at least once each year proposed credit limits for the placing of deposits with
individual financial institutions;
Receive and review at least twice each year proposals in respect of the management of the
Group's foreign exchange and interest rate exposures.
Annual Report 2009-2010 Page 11
Other Items
Support an Investor Relations program for the Company;
Review and authorise reports, updates and plan on matters related to Legal, Administration and
employee benefits, including share option plans;
Review, recommend and appoint members of the Board and Senior Management as per the
recommendations of the Nominating and Remuneration Committee;
Review and ensure adequate succession planning for key management positions;
Approve the formulation of policies regarding charitable or political donations and a Code of
Ethics and business practice;
Approve the appointment of professional advisers in addition to the Company's auditors;
Undertake a formal and rigorous review annually of its own performance, that of its
committees and individual directors;
Determine the independence of the directors;
Receive reports on the views of the Company's shareholders.
Meetings
The Board of Directors met seven times during the period April 2009-March 2010, with due notice of
the issues to be discussed and the Company Secretary recorded its conclusions in discharging its duties
and responsibilities.
A majority quorum of members was present, of which at least two were non-UK resident directors.
The Board from time to time invited the management to attend the Board meeting to present details on
issues for which they were responsible.
Establishment of Committees
The Board has approved the establishment of committees to assist with the operational aspects of the
Company.
Executive Committee
The Executive Committee has been established to manage and control the day to day running and
operation of the Company, save where matters are reserved to the Board. The Executive Committee
will operate in accordance with the terms of reference, the Articles and any specific directions given to
the Executive Committee by the Board
Nominating Committee
Consideration will be given by the Nominating Committee to future succession plans for Board
members as well as consideration as to whether the Board has the skills required to manage the
Company effectively.
Audit Committee
Audit Committee is set up, inter alia, to review the accuracy and adequacy of financial reporting,
internal controls, internal audit, compliance with applicable laws and all related-party transaction
disclosures.‖
Investor Relations
The Board seeks to keep shareholders informed of key financial and operational information on a
regular basis with announcements posted in the Investor Relations section of the Company website:
www.indiahospitalitycorp.com. Periodic statements, Annual Reports, overview presentations,
announcements, etc. can be viewed there and downloaded. This section of the Company‘s website gives
the shareholders an option to subscribe to email alerts for new information which has been posted to
the website.
The Board of Directors supports dialogue between the Board of Directors and private and institutional
shareholders and encourages their participation and the Company‘s Annual General Meeting.
Financial Reporting
It is the Board‘s commitment to provide a balanced, clear, and meaningful assessment of the financial
position and prospects of the Company in all its reports to shareholders, investors, and regulatory
authorities.
The timely release of the periodic financial statements and press release, and the inclusion of this
information on the Company‘s website, reflect the Board‘s commitment to provide timely and
transparent disclosures of the performance of the Company.
The Directors have the responsibility for ensuring that the Company keeps accounting records which
disclose with reasonable accuracy the financial position of the Company and which enable them to
ensure the financial statements comply with current regulations.
Introduction
Listed companies are required to maintain a sound system of internal controls to safeguard
shareholders‘ investment and Company assets.
Responsibility
The Board of Directors recognises that good Corporate Governance requires sound internal controls
and risk management practices. The Board affirms its overall responsibility for the Company‘s systems
of internal controls and risk management, and for reviewing the adequacy and integrity of those
systems. It should be noted, however, that such systems are understood to manage risk, but cannot
provide complete assurance of the elimination of risk in meeting business objectives. In addition, it
should be noted that any system can provide only reasonable, but not absolute, assurance against
material misstatements or losses.
Key Elements of Internal Controls
The key elements of the Company‘s internal controls systems are as follows:
The Internal Audit of the operating companies focuses on key areas of accounting and operations;
A clearly-defined delegation of responsibilities to the Board and to Company management;
Clearly documented internal policies and procedures that are subject to regular review and
improvement;
Regular and comprehensive information provided to management, covering financial performance
and key business indicators;
A detailed budgeting process in which the Company prepares the budget for the coming year that
is approved by management and by the Board;
Monthly monitoring of results against budget with follow-up on major variances and on
management actions taken, as necessary.
A minimal number of internal controls weaknesses were identified during the period, all of which have
been, or are being, addressed. None of the weaknesses have resulted in any material losses, contingent
problems, or uncertainties that would require disclosure in the Company‘s Annual 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, 2010, and also the consolidated statement of comprehensive income, the
consolidated statement of changes in shareholders‘ equity and the consolidated statement of cash flows
for the year then ended, and a summary of significant accounting policies and other explanatory notes.
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, 2010, and of its financial performance and the changes in the shareholder‘s equity and its
cash flows for the year then ended in accordance with International Financial Reporting Standards.
Grant Thornton
Mumbai
Date: September 30, 2010
Current
Inventories I 491,654 415,083
Trade and other receivables, net J 11,531,629 8,819,013
Other short term financial assets K 4,877,513 3,281,722
Prepayments and accrued income L 270,405 303,295
Cash and cash equivalents M 1,358,342 3,103,891
Total current assets 18,529,543 15,923,003
Current liabilities
Interest bearing loans and borrowings N 13,285,997 8,879,335
Trade and other payables O 14,070,583 11,305,032
Total current liabilities 27,356,580 20,184,367
(The accompanying notes are an integral part of these consolidated financial statements)
Taxes Q
Deferred tax benefit 2,150,269 1,301,729
Net result from operations (19,571,255) (14,203,217)
(The accompanying notes are an integral part of these consolidated financial statements)
(The accompanying notes are an integral part of these consolidated financial statements)
(The accompanying notes are an integral part of these consolidated financial statements)
(The accompanying notes are an integral part of these consolidated financial statements)
1. NATURE OF OPERATIONS
India Hospitality Corp. (‗the Company‘) and its subsidiaries are 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 a restaurant company, and Sky Gourmet Catering Private Limited (―SCPL‖ or
SkyGourmet), an airline catering company from affiliates of Navis Asia Funds and certain private shareholders
(the "Sellers") pursuant to a share purchase agreement.
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.
Significant effects on current, prior or future periods arising from the first time application of these new
requirements in respect of presentation, recognition and measurement are described in notes 3.1 to 3.4:
An overview of Standards and Interpretations that will become mandatory for the Group in future periods and
have not yet been applied by the Group is given in note A - 5.
The adoption of the standard does not affect the financial position or losses of the Group, but gives rise to
additional disclosures. The measurement and recognition of the Group's assets, liabilities, income and expenses
is unchanged, however some items that were recognised directly in equity are now recognised in other
comprehensive income, such as for example exchange differences on translation of foreign operations.
On adoption of this standard, an amount of US$ 17.47 million (Previous year: US$ (30.59) million) has been
recognised in other comprehensive income, which would have previously been recognised directly in equity.
On adoption of this standard, the opening balance sheet is the same as previously presented and therefore the third balance
sheet is not presented because the information is unchanged from the previously published financial statements
Refer to note A - 4.22 for further information about the entity's segment reporting accounting policies. IFRS 8
disclosures are shown in Note EE, including the related revised comparative information.
Rendering of services
Revenue from rendering of services includes Handling Income, Transportation Income and Laundry Income.
Revenue is recognized on these when the services are rendered to the customers.
Dividends
Revenue is recognized when the Group‘s right to receive the payment is established.
Finance income
Interest income and expenses are reported on an accrual basis using the effective interest method. Dividend
income, other than those from investments in associates, are recognized at the time the right to receive payment
is established.
Depreciation
Depreciation on 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.
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 Primary lease period or the useful life whichever is lower
Designs 5 years
Customer contracts 5-20 years
Trade names Indefinite life
Non compete agreement 7 years
4.10. 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 C for a description of impairment testing procedures.
The Group‘s intangible assets, goodwill on acquisition and property, plant and equipment are subject to periodic
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
4.14. INVENTORIES
Inventories comprise food and provision, packing and other materials and are valued at the lower of cost and net
realizable value. Costs incurred in bringing each product to its present location and conditions are included on a
weighted average cost basis. Net realizable 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.
4.18. 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 profit or loss.
The activities undertaken by the operating segments of the company is as given below:
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 and the recently acquired ‗You‘ Band. The Gordon House 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.
Each of these operating segments is managed separately as each of these service lines requires different set of
assets and other resources as well as marketing approaches. All inter-segment transfers are carried out at arm's
length prices.
In addition, corporate assets which are not directly attributable to the business activities of any operating
segment are not allocated to a segment. In the financial periods under review, this primarily applies to the
Group's headquarters in Mumbai.
There have been no changes from prior periods in the measurement methods used to determine reported
segment profit or loss. No asymmetrical allocations have been applied between segments.
In addition, a separate project is dealing with de-recognition. Management has yet to assess the impact that this
amendment is likely to have on the financial statements of the Group. However, they do not expect to
implement the amendments until all chapters of the IAS 39 replacement have been published and they can
comprehensively assess the impact of all changes.
7. ESTIMATION UNCERTAINTY
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.
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. Although these estimates are based on the best
information available to management, the actual results may differ from the judgments, estimates and
assumptions made by management, and will seldom equal the estimated results.
Information about significant judgments, estimates and assumptions that have the most significant effect on
recognition and measurement of assets, liabilities, income and expenses are discussed below.
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 judgments and
estimates made by management.
Impairment
An impairment loss is recognized for the amount by which the asset's or cash-generating unit's carrying amount
exceeds its recoverable amount. To determine the recoverable amount, 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. In the process of measuring expected future cash flows management makes
assumptions about future gross profits. These assumptions relate to future events and circumstances. The actual
Annual Report 2009-2010 Page 39
India Hospitality Corp and its Subsidiaries
March 31, 2010
results may vary, and may cause significant adjustments to the Group's assets within the next financial year. In
most cases, determining the applicable discount rate involves estimating the appropriate adjustment to market
risk and the appropriate adjustment to asset-specific risk factors.
The Group has incurred an impairment loss of US$ 3,322,995 (previous year: 1,916,810) on land (included in
property, plant and equipment) in order to reduce the carrying amount of land to its recoverable amount - Refer
note D.
The Group has also recorded an impairment loss of US$ 812,136 (previous year: Nil) on intangible assets such
as brand names, non-compete arrangements, etc.
Useful lives of depreciable assets
Management reviews the useful lives of depreciable assets at each reporting date, including those which are
stated to have an indefinite life. At March 31, 2010 management assesses that the useful lives represent the
expected utility of the assets to the Group. The carrying amounts are analyzed in Note D and Note E. Actual
results, however, may vary due to changes in market trends, etc, specifically in the restaurant business.
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 note Y.
In August 2009, IHC assumed direct operating control of its Indian subsidiaries, after the disengagement of the
operating agreements between IHC's operating companies, MRPL and Sky Gourmet (together the "Operating
Companies") and Mars Catering Services Private Limited ("Mars Catering"), a company controlled by Mr. Sanjay
Narang, as of July 31, 2009.
IHC entered into the operating agreements with Mars Catering at the time of the reverse acquisition and re-
admission to AIM on July 24, 2007 and the operating agreements were scheduled to run for a minimum period
of two years.
As a part of the disengagement, the Group has agreed to the following:
Management: Mr Sanjay Narang will be appointed the honorary non-executive chairman of Sky Gourmet,
the airline catering business, for a period of 2 years for the purpose of providing a smooth transition and
business continuity.
Gordon House Brand: IHC, via its subsidiary MRPL, has also entered into a licence agreement with
Mr. Sanjay Narang whereby it has allowed the continued use of the Gordon House brand for the Hotel
IHC subsequently entered into an arrangement with Mr. Sanjay Narang whereby IHC franchised the
aforementioned restaurant brands to Mr. Sanjay Narang for a period of 1 year for a franchise fee @ 3% of
the net sales of each of these restaurants only for the initial three month period.
Non Compete Agreement: As a result of the disengagement, Mr. Sanjay Narang and his affiliated entities
shall be bound by exclusivity, non-compete and non-solicit restrictions relating to Sky Gourmet for a period
of 2 years. This arrangement will enable the IHC management to continue to develop the existing airline
relationships alongside Mr. Sanjay Narang and for this relationship IHC has incurred a one time settlement
cost of US$ 1.9 million which is included in administrative expenses.
Tendulkars (Gourmet Restaurants Private Limited): As a result of disengagement and the entity incurring
losses, MRPL has transferred its 49% stake in GRPL to Mars Catering at a nominal value. The diminution in
investment and cost were provided as at March 31, 2009 and accordingly at July 31, 2009 a net loss of
US$ 0.05 million on transfer of this interest has been included in administrative expenses.
NOTE C. GOODWILL
The carrying amount of goodwill is analyzed below:
Gross carrying amount March 31, 2010 March 31, 2009
Opening balance 23,843,420 30,922,539
Net exchange difference 3,715,591 (7,079,119)
Closing balance 27,559,011 23,843,420
The recoverable amounts of the cash-generating units were determined based on value-in-use calculations,
covering a five-year forecast, followed by an extrapolation of expected cash flows for the units‘ remaining useful
lives using the growth rates stated below;
Particulars Growth rates Discount rates
March 31, March 31, March 31, March 31,
2010 2009 2010 2009
Air catering business 16.78% 23% 16.62% 15.26%
Hotels 19% 27% 18.66% 14.55%
Restaurants 15.68% 18% 18.66% 14.55%
The growth rates reflect the long-term average growth rates for the product lines and services of the cash-
generating units. The growth rates for all cash generating units are in line with the overall long-term average
growth rates for these industry segments in India. However, these growth rates are higher than the growth rate
of the economy when taken as whole due to the fact that these segments represent those with significant
potential for future growth considering the following factors:
the aviation industry is instrumental in improving the overall connectivity across India and the opportunity
exists to create a world-class industry that will play a critical role in driving India‘s infrastructure
development;
there is a great opportunity and significant scope growth of its highly scalable hotel model which is uniquely
positioned in a largely uncontested space where a majority of the inventory of rooms in India is of
independently operated and unbranded hotels; and
the rapidly rising disposable incomes of the Indian urban consumer, where eating out constitutes the fastest
growing portion of consumer‘s discretionary spending.
The management believes that these growth estimates represent the best available input for forecasting this
growing market.
Movement in accumulated depreciation and impairment for the period ended March 31, 2009
Accumulated April 1, For the Disposals Exchange March 31,
depreciation and 2009 year Impact 2009
impairment
Freehold land - 1,916,810 - - 1,916,810
Building 518,385 1,220,803 (33,567) (282,736) 1,422,885
Leasehold Improvements 184,810 495,448 (43,661) (103,918) 532,679
Plant and Machinery 539,904 1,257,585 (864) (296,682) 1,499,943
Electrical fitting 113,285 353,275 (2,334) (71,793) 392,433
Kitchen equipments 451,449 763,152 (2,058) (216,389) 996,154
Furniture and fixture 189,856 245,749 (10,427) (81,733) 343,445
Computer 98,848 114,262 (5,224) 1,838 209,724
Motor vehicles 60,928 148,195 (10,985) (30,525) 167,612
Commercial vehicles 397,212 659,011 (7,462) (188,411) 860,350
2,554,676 7,174,290 (116,582) (1,270,349) 8,342,035
The company has capitalised borrowing cost US$ 94,472 (previous year: US$ 183,092)
The borrowing costs have been capitalised at a rate of 14.00% per annum (Previous year: 12.75%)
Of the total depreciation expense, US$ 4,856,732 (Previous year: 4,702,839) is classified in direct operating
expenses and US$ 564,364 (Previous year: 551,382) is classified in administrative expenses.
Freehold land includes land in New Delhi which was acquired for the purpose of setting up a new ACU in New
Delhi and is held by the Company for future development as owner occupied property. As at March 31, 2010,
management has not commenced any activities on this land as the group has received an extension on the lease
of its existing ACU in New Delhi within the Delhi Airport premises. Considering the overall slump in real estate
prices in that region and the extension of the lease on the existing ACU in New Delhi, and the inability to obtain
necessary regulatory approvals for commercialization of this property, management carried out an impairment
evaluation on this asset, which resulted in a further reduction in its carrying value in the current year to the
recoverable amount of this asset.
The evaluation was done by an independent registered valuer and was based on the fair value of the land less
costs to sell this land as the Company does not have any identified plans for use of this asset. The fair value was
determined by reference to information on other market transactions and adjusted as required to make them
comparable.
The related impairment loss of US$ 3,322,995 (previous year: 1,916,810) is included within ‗administrative
expenses‘ as 'depreciation, amortization and impairment of non-financial assets' and allocated to the Air Catering
segment. Refer note DD.
Restrictions on titles and property, plant and equipment pledged as securities for respective loans is given in Note
N.
In June 2009, the Group entered into an agreement with Firstcorp Invesco Pvt Ltd (―Firstcorp‖) to acquire the
"You" brand from Firstcorp for a cash consideration of $400,100. Firstcorp is a company owned and controlled
by Mr. Ravi Deol (Director and CEO of IHC) and Mr. Sandeep Vyas (Chief Operating Officer and also a
Director of IHC). This brand has been recognised as an intangible asset in these consolidated financial
statements.
The amortization charge for the year has been included within ‗administrative expenses‘ as 'depreciation,
amortization and impairment of non-financial assets'.
Management estimates that trademarks have an indefinite life as these are associated with the core operations of
the business, i.e. hospitality, air catering and restaurants and do not contain any legal restrictions, which would
limit the life of these assets.
Management has carried out an impairment evaluation as at year end and recorded an impairment loss of
US$ 812,136 (previous year: Nil), which is included within ‗administrative expenses‘ as 'depreciation,
amortization and impairment of non-financial asset. Impairment loss of US$ 412,036 has been allocated to the
Restaurant segment and US$ 400,100 has been allocated to the Hotel segment.
These deposits are non-interest bearing and are generally deposited towards security for payments for assets
obtained on operating leases. All of the Group's receivables have been reviewed for indicators of impairment.
Certain receivables were found to be impaired and an allowance for credit losses of US$ 29,969 (Previous year:
US$ 478,853) has been recorded accordingly within ‗administrative expenses' as 'impairment of non-financial
assets'. The impaired receivables are due from an entity that is experiencing financial difficulties. The remaining
carrying values of these receivables are representative of their fair values at the respective balance sheet dates.
NOTE G. PREPAYMENTS AND ACCRUED INCOME- NON CURRENT
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.
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, 2010 March 31, 2010
Top three customers 9,927,914 86%
Others 1,603,715 14%
Total 11,531,629 100%
All of the Group's trade receivables have been reviewed for indicators of impairment. Certain trade receivables
were found to be impaired and an allowance for credit losses of US$ 146,376 (Previous year: US$ 3,950) has
been recorded accordingly within ‗administrative expenses'.
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
State Bank advance rate plus (1% to 1.25 %). The applicable interest rate as at March 31, 2010 was 14.00%.
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.
The Group during the year has had delays in the repayment of monthly term loan installments and interest
thereon which have been subsequently repaid as given below:
Delays in repayment of principal
Period Amount Due Date Date of Delay
Payment Days
April-09 88,613 05-May-09 29-Jun-09 55
May-09 121,843 05-Jun-09 01-Aug-09 57
June-09 121,843 05-Jul-09 27-Aug-09 53
July-09 121,843 05-Aug-09 29-Sep-09 55
August-09 121,843 05-Sep-09 30-Oct-09 55
September-09 121,843 05-Oct-09 10-Dec-09 66
October-09 121,843 05-Nov-09 28-Dec-09 53
November-09 121,843 05-Dec-09 28-Dec-09 23
December-09 121,843 05-Jan-10 09-Mar-10 63
January-10 121,843 05-Feb-10 18-Mar-10 41
February-10 121,843 05-Mar-10 27-Apr-10 53
March-10 121,843 05-Apr-10 29-May-10 54
Total 1,428,886
Further the Group has renegotiated these payment terms for these outstanding debts and thereby these loans
have now been converted from 84 months period to 120 months term.
NOTE O. TRADE AND OTHER PAYABLES
Other liabilities comprise the following:
Particulars March 31,2010 March 31, 2009
Trade payables 9,346,008 7,182,946
Statutory liabilities 1,060,555 793,956
Payable to employees 1,064,444 910,304
Other liabilities 2,599,576 2,417,826
Total 14,070,583 11,305,032
The relationship between the expected tax expense based on the applicable tax rate of the Company and the tax
expense actually recognized in profit or loss can be reconciled as follows:
As there is no tax in BVI thus there is no tax liability for the Company. However the Group‘s operating entities
operate from India, therefore effective tax reconciliation is prepared using effective tax rate applicable in India.
The operating entities have carried forward tax losses of approximately US$ 6,064,174 on which deferred tax
assets have not been recognized. These losses can be carried forward for 8 years from the date of incurring
these losses and these losses are based on management‘s information from its tax returns and have not yet been
assessed by tax authorities in India.
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, 2010 March 31, 2009
Deferred income tax assets- Non current
Retirement benefits 170,548 189,450
Accruals 147,808 404,818
318,356 594,268
The deferred tax assets are been created on retirement benefits/impairment for financial assets which
management considers will be available for adjustment in following years.
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
Income - 515,336
Expenses - 580,615
EMPLOYEE COSTS
Employee costs comprise the following:
Particulars Year ended Period ended
March 31, 2010 March 31, 2009
Of the above US$ 5,460,093 (Previous year: 5,407,948) are included in direct operating expense and US$
3,530,769 (Previous year: US$ 2,415,741) in administrative expenses.
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, 2010 March 31, 2009
Change in Benefit Obligation
Present Benefit Obligation (‗PBO‘) on acquisition 301,305 232,520
Interest Cost 26,452 19,294
Service Cost 68,912 61,780
Benefits paid (37,191) (7,431)
Actuarial (gain)/ loss on obligations (107,708) 32,100
Exchange Difference 44,368 (36,958)
PBO at the end of the period 296,138 301,305
Liability recognized
Present Value of Obligation 296,138 301,305
Fair value of plan assets - -
Liability recognized in Balance Sheet (296,138) (301,305)
For determination of the liability, the following actuarial assumptions were used:
Particulars March 31, 2010 March 31, 2009
Current service cost and interest cost are included in employee costs. All actuarial gains and losses have been
recognized 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 recognized 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 US$ 586,149 (Previous year: US$
573,974) to the provident fund plan during the year ended March 31, 2010.
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 recognized in the Group‘s consolidated financial statements:
Particulars March 31, 2010 March 31, 2009
Change in Benefit Obligation
PBO at the beginning of the period 272,893 246,596
Interest Cost 28,837 21,548
Service Cost 101,100 36,158
Benefits paid (94,942) (26,798)
Net compensated absence cost for the year March 31, 2010 included the following components:
Particulars March 31, 2010 March 31, 2009
Current Service Cost 101,100 36,158
Interest Cost 28,837 21,548
Net actuarial (gain)/ loss recognized in the period (128,283) 28,862
(Income)/Expense recognized in profit or loss 1,654 86,568
The actuarial assumptions used in accounting for the Compensated absence plan were as follows:
Particulars March 31, 2010 March 31, 2009
Related parties with whom the Group has transacted during the period
Key Management Personnel
Particulars
Ravi Deol
Sandeep Vyas
Raghavendra Agarwal
Ajay Mehra
Ajit Mathur
Sanjay Narang (ceased to be related party with effect August 1, 2009)
Arvind Ghei (ceased to be related party with effect August 1, 2009)
Patrick Rodrigues (ceased to be related party with effect August 1, 2009)
Jaswinder Singh(ceased to be related party with effect August 1, 2009)
Ramesh Joshee (ceased to be related party with effect August 1, 2009)
Enterprises over which significant influence exercised by key management personnel/ directors
Bullworker Pvt. Ltd (ceased to be related party with effect August 1, 2009)
Gourmet Restaurants Private Limited (ceased to be related party with effect August 1, 2009)
Mars Food Services (ceased to be related party with effect August 1, 2009)
Mars Enterprises(ceased to be related party with effect August 1, 2009)
Mars Corporation (ceased to be related party with effect August 1, 2009)
Mars Hotel & Resorts Private Limited(ceased to be related party with effect August 1, 2009)
Mars Catering Services Private Limited(ceased to be related party with effect August 1, 2009)
Gordon House Airport Hotels Pvt. Ltd (ceased to be related party with effect August 1, 2009)
Gordon House City Hotels Pvt. Ltd (ceased to be related party with effect August 1, 2009)
Gordon House Hotel & Resorts Pvt Ltd (ceased to be related party with effect August 1, 2009)
Gordon House Properties Private Limited (ceased to be related party with effect August 1, 2009)
Firstcorp Invesco Private Limited
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 CC. EARNINGS PER SHARE
The basic earnings per share for the year ended March 31 2010 and period ended March 31, 2009 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 recognizable in profit or loss for the year ended March 31, 2010 and
year ended March 31, 2009.
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.
The Company had entered into a Financing Agreement with Dynasty Developers Limited (‗Lessors‘) from which
the Company had leased land for Bangalore air-catering unit. The premise had been vacated pursuant to the
transfer of Bangalore airport in May 23, 2008.
Based on the terms of agreement the Lessors have demanded US$ 2,356,624 (Rs. 106.38 million) as full and final
settlement payment along-with applicable interest from the date the company has vacated the property till non
settlement of dues @14% per annum.
The company has acknowledged total liability of US$ 1,804,829 (Rs. 81.47 millions) and balance amount has not
been accepted. Management has obtained legal consultation on this matter and is of the opinion that the claim
of the Lessor is frivolous and thereby since the matter is currently in dispute no amounts other than those
already acknowledged and recorded in books of accounts have been ascertained or recorded as debts payable.
Primary segments
Business segments: Year ended March 31, 2010
Air Catering Gordon House Restaurants Total
Unit Hotel and others
Reconciling items:
Finance Income 697,955 628,402
Other corporate income:
Royalty Income 160,543 -
Income on settlement of warranty claim relating
to business combinations 4,565,756 -
Income from sale of investments - 256,718
Other miscellaneous income 604,533 528,322
Total Revenue 41,736,695 36,162,385
Reconciling items:
Other corporate incomes:
Royalty Income 160,543 -
Income on settlement of warranty claim relating
to business combinations 4,565,756 -
Income from sale of investments - 256,718
Other miscellaneous income 604,533 528,322
Other assets:
Cash and cash equivalents 1,358,342 3,103,891
Surplus Land 17,589,423 15,524,885
Other liabilities:
Loans and other borrowings 5,397,704 2,879,928
Employee Retirement benefits 513,427 574,151
Deferred tax liability 13,692,883 15,300,754
Other corporate liabilities 4,282,004 4,286,381
Total Liabilities 67,363,227 58,310,501
Current assets
Loans and receivables 16,679,547 12,404,029
Cash and cash equivalents 1,358,342 3,103,891
Current liabilities
Borrowings:
Financial liabilities at amortized cost 13,285,997 8,879,335
Trade payables:
Financial liabilities at amortized cost 14,070,583 9,600,772
+ 2% - 2% + 2% - 2%
Net results for the period (621,372) 621,372 (6,683,776) (6,597,633)
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
Annual Report 2009-2010 Page 69
India Hospitality Corp and its Subsidiaries
March 31, 2010
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 March 31, 2010, The Group's liabilities have contractual maturities which are summarized below:
Current Non Current
Within 6 months 6 to 12 months 1 to 5 years More than 5 years
2010 2009 2010 2009 2010 2009 2010 2009
Term loan
from banks 4,926,949 2,710,041 3,942,290 5,040,990 23,775,346 21,131,726 1,426,673 -
Vehicle loan 674,832 676,982 640,464 451,323 598,312 1,119,459 - -
Trade payable 14,070,589 11,305,032 - - - - - -
Other short
term liabilities. 3,101,462 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.
Further, based on management‘s analysis of the liquidity position at balance sheet date and future projections,
the company has renegotiated the repayment schedule on certain of its loans and also arranged additional loan
funds to manage its liquidity requirements.
The Group's goal in capital management is to maintain a capital-to-overall financing structure ratio as low as
possible.