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Notes to Accounts of Tulip Star Hotels Ltd.

Mar 31, 2015

1. Te Company is a confirming party to the Master Asset Purchase Agreement (MAPA) entered into between V Hotels Ltd. (VHL) and Siddhivinayak Realties (P) Ltd. (SRPL) on 31.03.2005. Te Company was required to place and has placed its entire shareholding in VHL in escrow for the then contemplated transaction, in order to secure the advance amount of Rs.73,00,51,960/- paid by said SRPL to VHL. Te said MAPA was subject of arbitration before Sole Arbitrator Mr. Justice S.N. Variava (Retd.) duly appointed by Hon'ble Bombay High Court. Te award passed by the Sole Arbitrator on 13th July 2011 holding that SRPL has committed a repudiatory breach and hence is in default and therefore MAPA stands cancelled has been set aside by the Learned Single Judge of the Hon'ble Bombay High Court in an arbitration application fled by SRPL u/s 34 of the Arbitration and Conciliation Act, 1996 vide his order dated 10th May 2013. As per the said order, the Learned Single Judge has only set aside the award passed by the Ld. Sole Arbitrator and has not passed any orders decreeing the counter claims of SRPL. In view of this, the Management is of the opinion that the value of shareholding of the Company in V Hotels remains undiminished as the rights, title and interest of V Hotels in its hotel property is not adversely afected by the decision of the Learned Single Judge. Te Company has moved an appeal before the Hon'ble Division Bench of Hon'ble Bombay Court challenging the order dated 10th May 2013. Te said appeal has been admitted on 3rd February 2014 and presently pending for fnal hearing and disposal.

2. Te Company holds long term investments of Rs.21,99,82,000 in the equity shares of V Hotels Ltd. whose hotel Tulip Star, Mumbai has suspended operations since April, 2005 due to operational and financial constraints. However, in view of the Management, the Hotel has the potential to resume viable commercial operations and also in view of the fact that the management of V Hotels Ltd. has conveyed its intention to put into implementation its business plan in respect of the said Hotel on resolution of their operational and financial issues, the Management is of the view that its investment in V Hotels Ltd. retains its strategic value.

3. One of the secured lenders of V Hotels Ltd. M/s Assets Reconstruction Company (India) Limited (ARCIL) has initiated action under the Securitization & Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARAESI Act) for recovery of its dues. V Hotels Ltd. has challenged this action of ARCIL before the Hon'ble Debt Recovery Tribunal, Mumbai and obtained a stay thereon. Te Management of the Company has evaluated the effect of this development on its investment in the equity of V Hotels Ltd. as well as on its exposure of Rs.37,00,00,000 by way of Interest Free Loan in that company and is of the opinion that as the intrinsic value of the underlying asset of V Hotels Ltd., being the hotel property, has remained intact and its estimated market / realizable value being presently in excess of its aggregate liabilities, its investment in V Hotels Ltd. has not suffered permanent diminution nor is there a present threat to the recovery of its ICDs in V Hotels Ltd.

4. CONTINGENT LIABILITIES :-

a) No provision is considered in respect of income tax demands aggregating to Rs.198.60 lacs (Previous Year Rs.198.60 lacs) for earlier assessment years under various stages of appeal. Out of the above, the Company has paid the demands to the extent of Rs.6.16 lacs up to March 31, 2015 (Previous Year Rs.6.16 lacs).

b) Te Company has given guarantees to banks and a finance company for repayment of loans and all amounts payable thereon in consideration of loans aggregating to Rs.13,352 lacs (Previous Year Rs.13,352 lacs) disbursed/guaranteed by them to V Hotels Ltd., the erstwhile wholly owned subsidiary of the Company.

c) Penalty notice u/s 221(1) of the Income Tax Act 1961 for Rs.40.34 Lacs for the non payment of Income Tax dues.

5. RELATED PARTY DISCLOSURES :

a) Related parties with whom transactions have taken place during the year.

Associates: -

Cox & Kings Ltd.

Tulip Hotels Pvt. Ltd.

V Hotels Ltd.

Tulip Star Leisure & Health Resorts Ltd.

ABK Enterprises Pvt. Ltd.

Key management Personnel: -

Mr. A. B. M. Good Dr. Ajit B. Kerkar Mr. M. Narayanan Mr. Mahendra Lodha Mr. Arvind S. Herwadkar Mr. Pesi S. Patel Mr. Shailesh S. Mody Ms. Ramola Mahajan Mr. Sanjeev D. Shenvi Mr. Shaunak A. Paigankar

6. EARNING PER SHARE

a) Te amount used as the numerator in calculating basic and diluted earning per share is the Net Profit/Loss disclosed in the Profit and Loss Account.

b) Te weighted average number of equity shares used as the denominator in calculating both basic and diluted earnings per share is 46,10,000 (previous year 46,10,000)

7. Te Company has not received any intimation from "Suppliers" regarding their status under Micro, Small & Medium Enterprises Development Act, 2006 and hence the disclosures if any, relating to amounts unpaid as at the year end together with interest paid/ payable as required under the said Act have not been given.

8. Previous year's figures have been regrouped / reclassified wherever necessary.

9. Balance confirmations have not been obtained in respect of year end balances of Sundry Creditors, Loans and Advances due to / by the Company (excluding group and associate companies) and some of the Bank Accounts.

10. Te Company has received copies of letters issued by the Dy. Commissioner of Income Tax, Circle – 16(1), New Delhi to some of the Company's bank under section 226(3) of the Income Tax Act, 1961 directing these banks to remit moneys in the Company's accounts to the Income Tax Department towards settlement of the Company's tax dues.


Mar 31, 2014

Terms / rights attached to equity shares:

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 company declares and pays dividends in Indian rupees. The dividend 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 of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.

1. The Company is a confirming party to the Master Asset Purchase Agreement (MAPA) entered into between V Hotels Ltd. (VHL) and Siddhivinayak Realties (P) Ltd. (SRPL) on 31.03.2005. The Company was required to place and has placed its entire shareholding in VHL in escrow for the then contemplated transaction, in order to secure the advance amount of Rs. 73,00,51,960/- paid by said SRPL to VHL. The said MAPA was subject of arbitration before Sole Arbitrator Mr. Justice S.N. Variava (Retd.) duly appointed by Hon''ble Bombay High Court. The award passed by the Sole Arbitrator on 13th July 2011 holding that SRPL has committed a repudiatory breach and hence is in default and therefore MAPA stands cancelled has been set aside by the Learned Single Judge of the Hon''ble Bombay High Court in an arbitration application filed by SRPL u/s 34 of the Arbitration and Conciliation Act, 1996 vide his order dated 10th May 2013. As per the said order, the Learned Single Judge has only set aside the award passed by the Ld. Sole Arbitrator and has not passed any orders-decreeing the counter claims of SRPL. In view of this, the Management is of the opinion that the value of shareholding of the Company in V Hotels remains undiminished as the rights, title and interest of V Hotels in its hotel property is not adversely affected by the decision of the Learned Single Judge. The Company has moved an appeal before the Hon''ble Division Bench of Hon''ble Bombay Court challenging the order dated 10th May 2013. The said appeal has been admitted on 3rd February 2014 and presently pending for final hearing and disposal.

2. The Company holds long term investments of Rs.21,99,82,000 in the equity shares of V Hotels Ltd. whose hotel Tulip Star, Mumbai has suspended operations since April, 2005 due to operational and financial constraints. However, in view of the Management, the Hotel has the potential to resume viable commercial operations and also in view of the fact that the management of V Hotels Ltd. has conveyed its intention to put into implementation its business plan in respect of the said Hotel on resolution of their operational and financial issues, the Management is of the view that its investment in V Hotels Ltd. retains its strategic value.

3. During the year one of the secured lenders of V Hotels Ltd. M/s Assets Reconstruction Company (India) Limited (ARCIL) has initiated action under the Securitization & Reconstruction of Financial Assets and Enforcement of Security Interest Act, 2002 (SARAESI Act) for recovery of its dues. V Hotels Ltd. has successfully challenged this action of ARCIL before the Hon''ble Debt Recovery Tribunal, Mumbai and obtained a stay thereon. The Management of the Company has evaluated the effect of this development on its investment in the equity ofV Hotels Ltd. as well as on its exposure of Rs.37,00,00,000 by way of Interest Free Loan in that company and is of the opinion that as the inherent value of the underlying asset ofV Hotels Ltd., being the hotel property, has remained intact and its estimated market / realizable value being presently in excess of its aggregate liabilities, its investment in V Hotels Ltd. has not suffered permanent diminution nor is there a present threat to the recovery of its ICDs in V Hotels Ltd.

4. CONTINGENT LIABILITIES :-

a) No provision is considered in respect of income tax demands aggregating to Rs. 198.60 lacs (Previous Year Rs. 198.60 lacs) for earlier assessment years under various stages of appeal. Out of the above, the Company has paid the demands to the extent of Rs.6.16 lacs up to March 31, 2014 (Previous Year Rs.6.16 lacs).

b) The Company has given guarantees to banks and a finance company for repayment of loans and all amounts payable thereon in consideration of loans aggregating to Rs.13,352 lacs (Previous Year Rs. 13,352 lacs) disbursed/guaranteed by them to V Hotels Ltd., the erstwhile wholly owned subsidiary of the Company.

c) Penalty notice u/s 221(1) of the IncomeTax Act 1961 for Rs. 40.34 Lacs for the non payment of IncomeTax dues.

5. RELATED PARTY DISCLOSURES :

a) Related parties with whom transactions have taken place during the year. Associates: - Cox & Kings Ltd. Tulip Hotels Pvt. Ltd.

V Hotels Ltd.

Tulip Star Leisure & Health Resorts Ltd. ABK Enterprises Pvt. Ltd.

Key management Personnel: -

Mr. A. B. M. Good Dr. Ajit B. Kerkar Mr. M. Narayanan Mr. Mahendra Lodha Mr. Arvind S. Herwadkar Mr. Pesi S. Patel Mr. Shailesh S. Mody

6. EARNING PER SHARE

a) The amount used as the numerator in calculating basic and diluted earning per share is the Net Profit/Loss disclosed in the Profit and Loss Account.

b) The weighted average number of equity shares used as the denominator in calculating both basic and diluted earnings per share is 46,10,000 (previous year 46,10,000)

7. The Company has not received any intimation from "Suppliers" regarding their status under Micro, Small & Medium Enterprises Development Act, 2006 and hence the disclosures if any, relating to amounts unpaid as at the year end together with interest paid/ payable as required under the said Act have not been given.

8. Previous year''s figures have been regrouped / reclassified wherever necessary.

9. Balance confirmations have not been obtained in respect of year end balances of Sundry Creditors, Loans and Advances due to / by the Company (excluding group and associate companies) and some of the Bank Accounts.

10. The Company has received copies of letters issued by the Dy Commissioner of Income Tax, Circle— 16(1), New Delhi to some of the Company''s bank under section 226(3) of the Income Tax Act, 1961 directing these banks to remit moneys in the Company''s accounts to the Income Tax Department towards settlement of the Company''s tax dues.


Mar 31, 2013

1. Tulip Star Hotels Limited was incorporated on 19th September 1987. Currently the shares of Tulip Star Hotels Limited are listed on Bombay Stock Exchange. Tulip Star Hotels Limited is in the business of Owning and Managing hotels.

2 The Company is a conf rming party to the Master Asset Purchase Agreement (MAPA) entered into between V Hotels Ltd. (VHL) and Siddhivinayak Realties (P) Ltd. (SRPL) on 31.03.2005. The Company was required to place and has placed its entire shareholding in VHL in escrow for the then contemplated transaction, in order to secure the advance amount of Rs. 73,00,51,960/- paid by said SRPL to VHL. The said MAPA was subject of arbitration before Sole Arbitrator Mr. Justice S.N. Variava (Retd.) duly appointed by Hon''ble Bombay High Court. The award passed by the Sole Arbitrator on 13th July 2011 holding that SRPL has committed a repudiatory breach and hence is in default and therefore MAPA stands cancelled has been set aside by the Learned Single Judge of the Hon''ble Bombay High Court in an arbitration application f led by SRPL u/s 34 of the Arbitration and Conciliation Act, 1996 vide his order dated 10th May 2013. As per the said order, the Learned Single Judge has only set aside the award passed by the Ld. Sole Arbitrator and has not passed any orders decreeing the counter claims of SRPL. In view of this, the Management is of the opinion that the value of shareholding of the Company in V Hotels Ltd. remains undiminished as the rights, title and interest of VHL in its hotel property is not adversely af ected by the decision of the Learned Single Judge.

3. The Company holds Long Term investment of Rs. 21,99,82,000 in the equity shares of V Hotels Ltd. whose hotel Tulip Star, Mumbai has suspended operations since April, 2005. However, in view of the fact that the hotel has potential to resume commercial operations and also in view of the fact that the Management of V Hotels Ltd. has conveyed its intention to put into implementation its business plan in respect of the said property, the Management of the Company is of the opinion that its investment in V Hotels Ltd. has not suf ered permanent diminution and hence no provision has been made towards this during the current year.

4. CONTINGENT LIABILITIES :-

a) No provision is considered in respect of income tax demands aggregating to Rs. 198.60 lacs (Previous Year Rs. 198.60 lacs) for earlier assessment years under various stages of appeal. Out of the above, the Company has paid the demands to the extent of Rs.6.16 lacs up to March 31, 2013 (Previous Year Rs.6.16 lacs).

b) The Company has given guarantees to banks and a f nance company for repayment of loans and all amounts payable thereon in consideration of loans aggregating to Rs.13,352 lacs (Previous Year Rs. 13,352 lacs) disbursed/guaranteed by them to V Hotels Ltd., the erstwhile wholly owned subsidiary of the Company.

c) Penalty notice u/s 221(1) of the Income Tax Act 1961 for Rs. 40.34 Lacs for the non payment of Income Tax dues.

5. RELATED PARTY DISCLOSURES : a) Related parties with whom transactions have taken place during the year.

Associates: -

Cox & Kings Ltd.

Tulip Hotels Pvt. Ltd.

V Hotels Ltd.

Tulip Star Leisure & Health Resorts Ltd.

ABK Enterprises Pvt. Ltd.

Key management Personnel: -

Mr. A. B. M. Good Dr. Ajit B. Kerkar Mr. M. Narayanan Mr. Mahendra Lodha Mr. Arvind S. Herwadkar Mr. Pesi S. Patel Mr. Shailesh S. Mody

6. EARNING PER SHARE

a) The amount used as the numerator in calculating basic and diluted earning per share is the Net Prof t/Loss disclosed in the Prof t and Loss Account.

b) The weighted average number of equity shares used as the denominator in calculating both basic and diluted earnings per share is 46,10,000 (previous year 46,10,000)

7. The Company has not received any intimation from "Suppliers" regarding their status under Micro, Small & Medium Enterprises Development Act, 2006 and hence the disclosures if any, relating to amounts unpaid as at the year end together with interest paid/ payable as required under the said Act have not been given.

8. Previous year''s f gures have been regrouped / reclassif ed wherever necessary.

9. Balance conf rmations have not been obtained in respect of year end balances of Sundry Creditors, Loans and Advances due to / by the Company (excluding group and associate companies) and some of the Bank Accounts.

10. The Company has received copies of letters issued by the Dy. Commissioner of Income Tax, Circle – 16(1), New Delhi to some of the Company''s bank under section 226(3) of the Income Tax Act, 1961 directing these banks to remit moneys in the Company''s accounts to the Income Tax Department towards settlement of the Company''s tax dues.


Mar 31, 2010

1. The Company, as a confirming parry to a Master Assets Purchase Agreement (MAPA) entered in to between V Hotels Ltd (VHL), the owning Company of the Hotel Tulip Star Mumbai and Intending Purchaser, has placed its equity share holding in VHL with the Escrow Agents as security for the due performance by VHL of its obligations towards the Intending Purchaser under the MAPA

2. The Company holds Long Term investment of Rs. 21,99,82,000 in the equity shares of V Hotels Ltd. whose hotel Tulip Star, Mumbai has temporarily suspended operations since April, 2005. However, in view of the fact that the hotel has potential to resume commercial operations and also in view of the fact that the Management of V Hotels Ltd. has conveyed its intention to put into implementation its business plan in respect of the said property, the Management of the Company is of the opinion that its investment in V Hotels Ltd. has not suffered permanent diminution and hence no provision has been made towards this during the current year.

3. Due to financial difficulties Company could not make payment of advance tax arising out of sale of investments in Cox and Kings India Limited during the financial year 2006-07. During the financial year 2009-10 the Company has applied for installments for the payment of the said advance tax and is making payments, as per the said installments. Steps are being taken to file the Petition for waiver of the interest of Rs.270.84 Lacs Under Section 234B and Rs. 8.06 Lacs Under Section 234C, of the Income Tax Act, 1961, before the Central Board of Direct Taxes and the management is hopeful of waiver of the same. In view of this no provision has been made in the books of accounts for the said interest.

4. CONTINGENT LIABILITIES :

a) No provision is considered in respect of income tax and interest tax demands aggregating to Rs. 198.60 lacs (Previous Year Rs. 48.90 lacs) for earlier assessment years under various stages of appeal. Out of the above, the Company has paid the demands to the extent of Rs. 6.16 lacs up to March 31, 2010 (Previous Year Rs. 6.16 lacs).

b) The Company has given guarantees to banks and a finance company for repayment of loans and all amounts payable thereon in consideration of loans aggregating to Rs. 13,352 lacs (Previous Year Rs. 13,352 lacs) disbursed/guaranteed by them to V Hotels Ltd., the erstwhile wholly owned subsidiary of the Company.

c) Penalty notice u/s 221(1) of the Income Tax Act 1961 for Rs. 40.34 Lacs for the non payment of Income Tax dues.

5. RELATED PARTY DISCLOSURES :

a) Related parties with whom transactions have taken place during the year.

Associates :

Cox And Kings (India) Ltd. Tulip Hotels Pvt. Ltd. V Hotels Ltd. (formerly known as Tulip Hospitality Services Ltd.) Tulip Star Leisure & Health Resorts Ltd. ABK Enterprises Pvt. Ltd. Ezeego One Travels and Tours Ltd.

Key Management Personnel :

Mr. A. B. M. Good

Dr. A. B. Kerkar

Mr. Mahendra Lodha

Mr. Arvind S. Herwadkar

Mr.Pesi S. Patel

Mr. Shailesh S. Mody

6. EARNING PER SHARE

a) The amount used as the numerator in calculating basic and diluted earning per share is the Net Profit disclosed in the Profit and Loss Account.

b) The weighted average number of equity shares used as the denominator in calculating both basic and diluted earnings per share is 46,10,000 (previous year 46,10,000)

7. The Company has not received any intimation from "Suppliers" regarding their status under Micro, Small & Medium Enterprises Development Act, 2006 and hence the disclosures if any, relating to amounts unpaid as at the year end together with interest paid/ payable as required under the said Act have not been given.

8. Previous years figures have been regrouped / reclassified wherever necessary.

9. Balance confirmations have not been obtained in respect of year end balances of Sundry Creditors, Loans and Advances due to / by the Company (excluding group and associate companies) and some of the Bank Accounts.

10. The Company has received copies of letters issued by the Dy. Commissioner of Income Tax, Circle - 16(1), New Delhi to some of the Companys bank under section 226(3) of the Income Tax Act, 1961 directing these banks to remit moneys in the Companys accounts to the Income Tax Department towards settlement of the Companys tax dues.

 
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