a) The far value of the Company's Land, Building as at April 1st 2018, have been errved at on the basis of a valuation carried out by Nr. T, Subram a nam (MARC Assoicates) independent valuer not related to the Company for the Land HeH by Helios Solutions & A diet Express hosptality services Limited as appointed date. Mr 7 Subramaniam and are registered with the authority whch governs the valuers n India, and he has appropriate qualifications and relevant experience in the valuation of properties in the relevant locations
Fair value was derived using the market comparable approach based on recent merket/govemnientg jiddine prices without any significant adjustments being made to the market observable data.
In estimating the fair value of the property, the current use is considered as the hghest and best use
b) Ttve above land and Buildings are secured by Pani Passu first charge for Term loan facilities and working capital facilties avaied by the Company
In the finance I year 2019-20, the Company got Approved the Scheme of Amalgamation of A diet Express hospitality servees LirmEC and heios Soutions Limted with Indrayam 3»tech Limited where the NCLT, Chennai drvsion, Approved the same vie Order dated 11/08/2020 with the Company efectve from April 1, 2018 being the appointed date.
The Effective Date b April 01, 2018, being the Appointment date approved by the Respective NCLT.
i) The Company folbwed Pooling of interest method of Accounting for Amalgamation as approved by Scheme.
ii) Net identifiable Assets Received from the Transferor Companies as per Ind AS 103 is Rs. 26,74,80,586/-
the Difference between cost of Purchase and Net assets in considered as Goodwill of Rs 3,83,52,734/ the same b test for Impairment from following financial year. #
No Prevision for impairment is considered based future expected economic benefits arising out of it ##
Property, plant and equipment including bearer assets are cameo at historical cost of acquisition or deemed cost less accumulated depreciation and accumulaied impairment loss, if any. rhetorical cost includes its purchase price, including import duties and non-refund able purchase taxes after deducting trade discountsand rebates and any cost directly attributable to brining the asset to the legation and condition rccessary for it to be capable of operatng in the manner ntended by management. Subsequent expenditure related to an asset is added © its book value only when it is probable that future economic Denefits associated with the item wil flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognized
(b) The rights, preferences and restrictions attaching to each class of shares including restrictions on the distribution of dividends and the repayment of capital:
Equity shares
The Company has a single class cf equity shares. Accordingly, all equity shares rank equally with regard to dividends and share in the Company's residual assets on winding up. The equity shares are entitled to receive dividend as declared from time to time, subject to preferential right of preference shareholders to payment of dividend. The voting rights of an equity shareholder on a poll are in proportion to his/its share of the paid-up equity share capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable has not been paid.
Failure to pay any amount called up on shares may lead to their forfeiture. On winding up of the Company, the holders of equity shares will be entitled to receive the residual assets of the Company, remaining after distribution of all preferential amounts, in proportion to the number of equity shares held.
Compulsorily Convertible Preference shares (CCPS)
The company has issued CCPS during the FY 2022-23 on following terms
The CCPS Shall carry Preferential dividend at the rate of 12% P.a and shall be converted to equity shares of the company in the proportion of 1:1 per CCPS
The CCPS shall carry the right with respect to payment of dividend or repayment of capital.
The voting rights of the persons holding CCPS shall be in accordance with provisions of section 47 and other applicable provisions of Companies Act.
The CCPS shall be entitled to partcipate in the surplus fund,surplus asset and profits of the company on winding up,which may remain after the entire ranital has heen repaid
The Management has identified enterprises which have provided goods and services to the Company and which qualify under the definition of micro and small enterprises, as defined under Micro, Small and Medium Enterprises Development Act, 2006. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2023 (31 March 2022: Nil) has been made in the financial statements based on information received and available with the Company. The Company has not received any claim for interest from any supplier under the said Act. Further in view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the Act is not expected to be material.
30 Leases
Effective April 1,2022, the company adopted Ind AS 116 "Leases" and applied to all lease contracts existng on or after April 1,2022.
Consequently, the compary recorded the lease liability at the present value of the lease payments discounted at the incremental borrowirg rate and the right of use asset at its carrying amount
The company's lease assets primarily consists of leases for land and buildings. The company has recognised right-of-use assets and lease liability in respect of these leases on adoption of Ind AS 116. The lease liability is subject to escalation clause of 5% every year. The lease liability term is 10 years, and are payable in monthly nstal I merits.
The weighted average incremental borrowirg rate applied to lease liabilities as at April 1, 2022 is 12.50%.
31 Segment information A Basis for segmentation
In accordance with Ind AS 108, Operating segments, segment information has been provided in the consolidated financial statements of the Company and therefore no separate disclosure on segment information is gven in these standalone financial results.
The Company has not discbsed the fair values for financial instruments for non current fluctuating rate borrowing, trade receivables, cash and cash equivalents and bank balances other than cash and cash equivalents, trade payables because their carrying amounts are reasonably approximation of fair value. Investment in equity shares and assets held for sale are not appearing as financial asset in the table above being investment in subsidiaries and associate accounted under Ind AS 28, Separate Financial Statements and Ind AS 105, Non-current Assets Held for Sale and Discontinued Operations respectively and is hence scoped out under Ind AS 109.
The Company has not disclosed the fair values for financial instruments for loans (current and non cirrent), other financial assets (current and non current) , trade receivables, cash and cash equivalents and bank balances other than cash and cash equivalents. Trade payables, other financial liabilities (current and non cuTent) because their carrying amounts are reasonably approximation of fair value. Investment in equity shares are not appearing as financial asset in the table above being investment in sub sad; a res accounted under Ind AS 27, Separate Financial Statements is scoped out under Ind AS 109.
Far value hierarchy
Fair value hierarchy explains the judgement and estimates made an determining the fair values of the financial instruments that area) recogrvsed and measured at fair value
b) measured at amortised cost and for which fair values are disclosed in the financial statements.
To provide an wdocatioo about the refiabCty of the inputs used in determining fair value, the Company has classified its financial instruments into the three levels prescribed under the accounting standard. An explanation of each level follows underneath the table:
Level 1: Level 1 hierarchy includes financial instruments measured using quoted prices. This includes fated equity instruments, traded bonds and mutual funds that have quoted price. The fair value of all equity instruments (inchiding bonds) which are traded in the stock exchanges is valued using the dosing price as at the reporting period. The mutual funds are valued using the dosing NAV
Level 2: The fair value of financial instruments that are not traded in an active market (for etample, traded bonds, over-the counter derivatives) is determined using valuation techniques which maximise the use of observable market data and rely as little as possible or. entity-specific estimates. If al significant inputs required to fair value an instrument are observable, the instrument is included in level 2.
Level 3: If one or more of the significant inputs is not based on observable market data, the instrument is included in level 3. This is the case for unlisted equity securities, contingent consideration and indemnification asset included in level 3
Measurement of fair values
Valuation techniques and siqnificant unobservable inputs
The fair value of the financial assets and fiabSties is included at the amount at which the instrument could be exchanged in a current transaction between vifcng parties, other than in a forced or kqwdation sale. The folowing methods and assumptions were used to estimate the fair values:
The folowmg tables show the valuation techniques used in measuring Level 2 fair values. The significant unobservable inputs used have not been disclosed as no financial assets and liabSties have been measured at fair value:
C Financial risk management
The Company has exposure to tire following risks arising from financial instruments:
- crecfit risk (see (b)):
- Kqtadity risk (see (c)); and
- market risk (see (d)).
(a) Risk manaqementframework
The Company's board of directors has overall responsibifiry for the establishment and oversight of the Company’s risk management framework. The Company's risk management policies are established to identify and analyse the risks faced by die Company, to set appropriate risk limits and controls and to monitor risks and adherence to limits. Risk management polities and systems are reviewed regularly 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 disci pined and constructive control environment in which al employees understand their roles and obligators.
Board oversees how management monitors compliance with the Company's risk management potties and procedures, and reviews the adequacy of the risk management framework in relation to the risks faced by the Company. Board s assisted in its oversight role by Internal Audit. Internal Audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of wfvch are reported to the Audit Committee.
(b) Credit risk
Credit risk is the risk of financial loss to the Company if a customer or counterparty to a financial instrument fais to meet its contractual obligations, and arises printipaly from the Company's receivables from customers; loans and investments in debt securities. The carrying amounts of financial assets represent the maximum credit risk exposure.
0 Trade receivables and loans:
The Company's trade receivable primarily includes receivables from Customers. The Company has established a credit policy under which each new customer is analysed individual for creditworthiness before the Company's standard payment and delivery terms and conditions are offered. The Company's review indudes external ratings, if they are available, financial statements, credit agency information, industry information and in some cases bank references. The Company's bans indude recoverable from bans given to wholy owned subsidiaries.
The Company considers the probabity of default upon initial recognition of asset and whether there has been a significant increase m credit risk on an ongoing basis throughout each reporting period. To assess •whether there is a significant increase in credit risk the Company compares the risk of a default occurring on the asset as at the reporting date with the risk of default as at the date of initial recognition. It considers available reasonable and supportive forwarding-belong information.
Liquidity risk
liquidity risk is the risk that the Company vriS encounter difficulty '« meeting the obligations associated with its financial labilities that are settled by delivering cash or another financial asset. The Company’s approach to managing liquidity is to ensure, as far as possible, that it wl have sufficient liquidity to meet its Sabifcties when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation. The Company uses activity-based costing to cost its products and services, which assists it in monitoring cash flow requirements and optimisng its cash return on investments.
Maturities of financial liabilities
The folowing are the remaining contractual maturities of financial liabilities at the reporting date. The amounts are gross and undrscounted contractual cash flow, and include contractual interest payments and exclude the impact of netting agreements.
Market risk
Market risk is the risk that changes in market prices, such as foreign exchange rates, merest rates and equaty prices, which wS affect the Company's income or the value of its holdings of financial instruments. The objective of market risk management is to manage and control market risk exposures within acceptable parameters, vhSe optimising the retixn.
i) Cu rrency risk
The Company is not exposed to any currency risk. The currencies in which these transactions are denominated is IKR.
ii) Interest rate risk
The Company’s long term Borrowings are with Fixed Interest rates.So,The company is not exposed to cash flow interest rate risk.
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