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Notes to Accounts of Wonderla Holidays Ltd.

Mar 31, 2015

Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all the equity shares rank equally with regard to dividends and share in the Company's residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

Failure to pay any amount called up on shares may lead to forfeiture of the shares.

In the event of liquidation of the Company, the holders of the equity shares shall will be entitled to receive any of the remaining assets of the Company in proportion to the number of equity shares held by the shareholders, after the distribution of all preferential amounts.

* During the year as part of Intial Public Offer, the Company issued 14,500,670 equity shares of Rs 10 each at a premium of Rs 115 per share. As permitted by Section 52 (c) of the Companies Act, 2013, expenses incurred towards the Intial Public Offer has written-off against the securities premium reserve.

* Effective from 1 April 2014, the Company has charged depreciation with reference to the estimated useful life of fixed assets prescribed by the Schedule II of the Companies Act, 2013 or based on the management assessment of useful life if lower than what is prescribed under Schedule II. Based on the transitional provisions in Note 7(b) of Schedule II of Companies Act, 2013, an amount of Rs 214.71 lakhs of the opening deferred tax liability has been adjusted to opening balance of the reserves and surplus.

Deferred tax assets and deferred tax liabilities, have been offset wherever the Company has a legally enforceable right to set -off current tax assets against current tax liabilities and where the deferred tax assets and deferred tax liabilties relate to income taxes levied by the same taxation authority.

The working capital loan from Axis Bank carries an interest rate of 2.50% above base rate. This is secured by primary pari passu charge along with other lenders by way of hypothecation of entire current assets of the Company (present and future) and a collateral equitable mortgage of land located at the Cochin Unit measuring 1.75 acres at survey no 125/3-2 and 125/3-3 and building situated there on.

2 Contingent liabilities and commitments (to the extent not provided for) (Amounts in Rs lakhs)

As at As at Particulars 31 March 2015 31 March 2014

Contingent liabilities

Claims against the Company not acknowledged as debts:

- Special entry tax demand pending appeal (the disputed tax is fully paid) 5.35 5.35

- Income tax demands pending appeal (paid to the extent Rs 78.17 lakhs) 107.49 107.49

- Entertainment tax 9.89 9.89

- Interest on water cess 1.67 1.67

- Service tax demand pending appeal 134.18 220.98

- Claims for compensation 17.28 17.28

- Guarantee issued by the bank on behalf of the Company to Kerala State Electricity 19.43 19.43 Board

- Guarantee issued by the bank on behalf of the Company to Entertainment Tax Office 30.00 30.00

- Guarantee issued by the bank on behalf of the Company to Bombay Stock Exchange Limited 91.00 -

Commitments

Estimated amount of unexecuted capital contracts net of advances) 2,109.03 -

2,525.32 412.09

3 Employee benefits: Post-employment benefit plans

Defined contribution plan

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employee towards provident fund, which is a defined contribution plan. The Company has no obligation other than to make the specified contribution. The contribution is charged to the statement of profit and loss as they accrue. The amount recognized as a expense towards contribution to provident fund for the year aggregated to Rs. 96.02 lakhs (previous year: Rs 88.04 lakhs)

Defined benefit plan

The following table sets set out the status of the gratuity plan as required under Accounting standard (AS) 15 revised "Employee Benefits" prescribed by Companies (Accounting Standards) Rules, 2006, ('the Rules').

Compensated absences: For the period ended 31 March 2015 Rs 84.21 lakhs (previous year ended 31 March 2014 Rs 72.80 lakhs) has been charged to the statement of profit and loss. Unutilized leave balance as at the end of the year, is carried forward to the succeeding year or encashed at the end of the calendar year as per the Company's leave policy

4 Related party disclosure

(A) Names of related parties and relationship

a. Key managerial personnel:

Mr George Joseph Chairman

Mr Kochouseph Chittilappilly Director *

Mr Arun K Chittilappilly Managing Director

Mrs Priya Sarah Cheeran Joseph Whole time Director**

Mr M. P. Ramachandran Director

b. Relatives of key managerial personnel:

Mrs Sheila K Chittilappilly Wife of Mr Kochouseph Chittilappilly

Mr Mithun K Chittilappilly Son of Mr Kochouseph Chittilappilly

5 Segment reporting

In accordance with the Accounting Standard 17 - "Segment Reporting" issued under the Companies (Accounting Standards) Rule, 2006, the primary business segment of the Company is providing amusement facilities, resorts and others. The risks and rewards associated with these three categories of business are significantly different. Therefore, the primary segment consists of providing amusement facilities, resort and others. The Company caters to the domestic market and accordingly there is no reportable geographical segments.

6 MSMED disclosure

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allotted after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2015 has been made in the financial statements based on information received and available with the Company. Further in the view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the said Act is not expected to be material. The Company has not received any claim for interest from any supplier under the said Act.

1. Provision for service tax: During the year 2011-12 to 2014-15, the Additional Commissioner of Central Excise & Customs have raised demands on the share of income from restaurants in Cochin, for the period from October 2007 to March 2014 aggregating to Rs. 359.56 lakhs including penalty and interest, which have been disputed by the Company. Though the Company is hopeful of a favourable decision, provision has been made to the extent of Rs 225.38 lakhs in the accounts as a matter of abundant caution and the differential demand is shown as contingent liability.

2. Provision for entertainment tax: During the year 2010-11, the Hon.Karnataka Appellate Tribunal had passed orders in favour of the Company in respect of entertainment tax for the years 2005-06 and 2006-07 which was in dispute and the entire balance dues had been paid by the Company. Pending issue of order for giving effect to this appellate order by the assessing authority, the Company had already paid the tax on similar basis for the year 2007-08 which is pending before the First Appellate Authorities. During the current year, the Kunnathunadu Grama Panchayath, Cochin, Kerala, issued an order in respect of arrears of entertainment tax for the years from 2007-08 to 2014-15 amounting to Rs 160 lakhs and a provision has been made to that extent.


Mar 31, 2014

1. Contingent liabilities and commitments (to the extent not provided for)

As at As at Particulars 31 March 2014 31 March 2013 Rs. Rs.

Contingent liabilities

Claims against the Company not a cknowledged as debts:

- Special entry tax demand pending on appeal (the disputed tax is fullypaid) 534,767 534,767

- Income tax demands pending on appeal (paid to the extent Rs7,817,049) 11,429,353 6,092,345

-Entertainment tax 989,298 989,298

- Interest on water cess 167,309 167,309

- Service tax demand pending on appeal 22,098,035 13,698,561

- Claims for compensation 1,728,000 1,728,000

- Guarantee issued by the bank on behalf of the Company to Kerala 1,942,620 1,113,915 Electricity Board

- Guarantee issued by the bank on behalf of the Company to Entertainment 3,000,000 - Tax Office

Commitments

Estimated amount of unexecuted capital contracts (net of advances) - 1,023,787

41,889,382 25,347,982

2 Employee benefits: Post-employment benefit plans

Defined contribution plan

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qual- ifying employee towards provident fund, which is a defined contribution plan. The Company has no obligation other than to make the specified contribution. The contribution is charged to the statement of profit and loss as they accrue. The amount recognized as a expense towards contribution to provident fund for the year aggregated to Rs.8,804,234 (previous year: Rs 7,720,332)

Defined benefit plan

The following table sets set out the status of the gratuity plan as required under Accounting standard (AS) 15 revised "Employee Benefits" prescribed by Companies (Accounting Standards) Rules, 2006, (''the Rules'').

3 Related party disclosure

(A) Names of related parties and relationship

a. Key managerial personnel:

George Joseph Chairman

Kochouseph Chittilappilly Vice Chairman

Arun K Chittilappilly Managing Director

Priya Sarah Cheeran Joseph Director

M. P. Ramachandran Director

b. Relative of key managerial personnel:

Sheila K Chittilappilly Wife of Kochouseph Chittilappilly

Mithun K Chittilappilly Son of Kochouseph Chittilappilly

c. Name of the parties under common control with whom transactions have taken place during the period:

1. V-Star Creations Private Limited

2. Veegaland Developers Private Limited

* Managerial remuneration does not include cost of retirement benefits such as gratuity and compensated absences since provision for these are based on an actuarial valuation carried out for the Company as a whole. This includes commission to non-executive directors shown under professional fees amounting to Rs 5,534,595 ( Previous year Rs 1,302,146).

4 Segment reporting

In accordance with the Accounting Standard 17 - "Segment Reporting" issued under the Companies (Accounting Standards) Rule, 2006, the primary business segment of the Company is providing amusement facilities, resorts and others. The risks and rewards associated with these three categories of business are significantly different. Therefore, the primary segment consists of providing amusement facilities, resort and others. The Company caters to the domestic market and accordingly there is no reportable geographical segments.

5 MSMED disclosure

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allotted after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2014 has been made in the financial statements based on information received and available with the Company. Further in the view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the said Act is not expected to be material. The Company has not received any claim for interest from any supplier under the said Act.

1. Provision for service tax: During the year 2011-12 to 2012-13, the Additional Commissioner of Central Excise & Customs have raised demands on the share of income from restaurants in Kochi, for the period from October 2008 to March 2012 aggregating to Rs. 29,214,551/- including penalty and interest, which have been disputed by the Company before the Commissioner of Central Excise (Appeals). Though the Company is hopeful of a favourable decision, provision has been made to the extent of Rs 7,116,516/- in the accounts as a matter of abundant caution and the differential demand is shown as contingent liability.

2. Provision for entertainment tax: During the year 2010-11, the Hon.Karnataka Appellate Tribunal had passed orders in favour of the Company in respect of entertainment tax for the years 2005-06 and 2006-07 which was in dispute and the entire balance dues had been paid by the Company. Pending issue of order for giving effect to this appellate order by the assessing authority, the Company had already paid the tax on simi- lar basis for the year 2007-08 which is pending before the First Appellate Authorities.

6 Advances includes an amount of Rs. 9,888,200/- due from a foreign vendor who has gone into liquidation and hence fully provided for in earlier years. Pending approval of Reserve Bank of India, both advance and provision is carried forward and not netted off.

7 The comparative figures have been regrouped/ reclassified, wherever necessary, to conform to the current period''s presentation.


Mar 31, 2013

1.1 Reconciliation of number of shares outstanding at 31 March 2013 and 31 March 2012 is as under:

Rights, preferences and restrictions attached to equity shares

The Company has a single class of equity shares. Accordingly, all the equity shares rank equally with regard to dividends and share in the Company''s residual assets. The equity shares are entitled to receive dividend as declared from time to time. The voting rights of an equity shareholder are in proportion to its share of the paid-up equity capital of the Company. Voting rights cannot be exercised in respect of shares on which any call or other sums presently payable have not been paid.

Failure to pay any amount called up on shares may lead to forfeiture of the shares.

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.

Aggregate number of bonus shares issued, shares issued for consideration other than cash and shares bought back during the period of five years immediately preceding the reporting date:

During the five year period ended 31 March 2013

- No shares have been issued as bonus shares.

- 16,000,000 (previous year 16,000,000) equity shares of Rs. 10 each have been allotted as fully paid- up pursuant to a scheme of amalgamation between Veega Holidays and Parks Private Limited and the Company during the year ended 31 March 2010.

- No shares have been bought back.

2.1 Term loan from banks

2.1.1 The term loan has been taken from State Bank of Travancore (SBT) during the financial year 2011-12 and carries a floating interest rate of 2% above the SBT base rate. It is repayable in 27 installments (quarterly installments of Rs. 5,350,000/- and a final installment of Rs. 5,550,000/-) commencing 30 September 2012. The term loan is secured pari passu by way of hypothecation of all the movable fixed assets of the of the resort, both movable and immovable, present and future, including equitable mortgage on landed properties of 81.75 acres of the Bangalore unit. This is further guaranteed by the personal guarantees of Kochouseph Chittilappilly and Arun K Chittilappilly, directors of the Company. Principal amount outstanding as long-term on 31 March 2013 is Rs. 112,572,440/- (previous year Rs. 133,950,000/- Current maturity as on 31 March 2013 is Rs. 21,400,000/- (previous year Rs. 16,050,000/-).

The following term loans outstanding as on 31 March 2012 were repaid during the year ended 31 March 2013

2.2 The term loan amounting to Rs. 27,318,983/- outstanding as at 31 March 2012 taken from State Bank of Travancore during the financial year 2005-06 which carried a floating interest rate of 2% above the SBT base rate was repaid in full in the current year. It was repayable in 28 quarterly installments (quarterly installments based on schedule given by bank) commencing 1 April 2006. The term loan was secured by way of hypothecation of all the movable fixed assets of the Bangalore unit of the Company, both movable and immovable, present and future, including equitable mortgage on landed properties of 81.75 acres. This was further guaranteed by personal guarantees of Kochouseph Chittilappilly and Arun K Chittilappilly, directors of the Company and Sheila Kochouseph and Mithun K Chittilappilly, share holders and relatives of the directors of the Company. Principal amount outstanding as long-term on 31 March 2013 is Rs. Nil (previous year Rs. Nil). Current maturities as on 31 March 2013 Rs. Nil (previous year Rs. 27,318,983/-).

2.3 The term loan amounting to Rs. 37,283,792/- outstanding as at 31 March 2012 taken from State Bank of India during the financial year 2008-09 which carried a floating interest rate of 1.5% below State bank of India advance rate with a minimum of 11.25% p.a was repaid in full during the current year. It was repayable in 27 quarterly installments (quarterly installments of Rs. 3,300,000/- and a final installment of Rs. 900,000/-) commencing 30 June 2008. The term loan was secured by way of hypothecation of all immovable and movable assets including (a) equitable mortgage of 7.84 acres land situated at Kunnathunadu Village, Kunnathunadu Taluk of Ernakulam District (b) second charge over 17.64 acres of land situated at Kunnathunadu Village, Kunnathunadu Taluk of Ernakulam District on reciprocal basis, and (c) Personal guarantees of Kochouseph Chittilappilly, Director and Sheila Kochouseph, share holder and relative of directors of the Company. Principal amount outstanding as long-term on 31 March 2013 is Rs. Nil (previous year Rs. 24,083,792/-). Current maturities as on 31 March 2013 Rs. Nil (previous year Rs. 13,200,000/-).

3.1 Corporate loan from banks

3.1.1 The term loan has been taken from Dhanlaxmi Bank Limited during the financial year 2012-13 and carries a floating interest rate of 1.25% above the base rate. The loan is secured by primary charge on movable and immovable assets on 25.47 acres under survey no.s. 9/3,4, 11/1, 80/1, 81/3, 82, 83/6,8, 84/3,4,5,6,7,8,9,10,12, 126/3 of the Company''s land situated at Kunnathunadu Village, Cochin and development thereon with value not less than Rs. 300,000,000/-. This loan is further guaranteed by personal guarantees of Kochouseph Chittilappilly and Arun K Chittilappilly, directors of the Company. Principal amount outstanding as long-term on 31 March 2013 is Rs. 10,000,000/- (previous year Rs. Nil)

4.1 Vehicle loans

4.1.1 The vehicle loan is taken from Axis Bank during the financial year 2011-12 which carries interest rate of 10.01% p.a. It is repayable in 36 equal monthly installments of Rs. 177,490/- (including interest) commencing 15 October 2011. The vehicle loan is secured by way of hypothecation of vehicles purchased using the loan facility. Prinicipal amount outstanding as on 31 March 2013 is Rs. 1,032,501/- (previous year Rs. 2,953,142/-). Current maturities as on 31 March 2013 is Rs. 1,920,641/- (Previous year Rs. 1,738,449/-).

4.1.2 The vehicle loan is taken from HDFC Bank during the financial year 2012-13 which carries interest rate of 10.75% p.a. It is repayable in 36 equal monthly installments of Rs. 48,930/- (including interest) commencing 5 August 2012. The vehicle loan is secured by way of hypothecation of vehicles purchased using the loan facility. Prinicipal amount outstanding as on 31 March 2013 is Rs. 734,477/- (previous year Rs. Nil). Current maturities as on 31 March 2013 Rs. 474,865/-(previous year Rs. Nil).

5.1 Working capital loan

The working capital loan from Axis Bank carries an interest rate of 2.50% above base rate. This is secured by primary pari passu charge along with other lenders by way of hypothecation of entire current assets of the Company (present and future) and a collateral equitable mortgage of land located at the Bangalore Unit measuring 81.75 acres and building situated on that land on pari passu basis with State Bank of Travancore.

5.2 Corporate loan

The corporate loan from State Bank of Travancore (SBT) carries an interest rate of 2.25% above the base rate of SBT This is secured by way of a first pari passu charge along with other term lenders over the landed properties of 81.75 acres situated at Bangalore. This is further guaranteed by the personal guarantees of Kochouseph Chittilappilly and Arun K Chittilappilly, directors of the Company.

6.1 Bank deposits held as lien towards bank guarantee towards KSEB (50% of total security deposit is given in cash and balance as bank guarantee)

7. Contingent liabilities and commitments (to the extent not provided for)

As at As at Particulars 31 March 2013 31 March 2012 Rs. Rs.

Contingent liabilities

Claims against the Company not acknow 534,767 534,767 ledged as debts:

- Special entry tax demand pending on appeal (the disputed tax is fully paid)

- Income tax demands pending on appeal 6,092,345 1,468,732 (Demand fully paid to the extent of Rs. 1,468,732)

- Entertainment tax 989,298 989,298

- Interest on water cess 167,309 167,309

- Service tax demand pending on appeal 13,698,561 9,962,291

- Claims for compensation 1,728,000 1,728,000 - Guarantee issued by the bank on behalf 1,113,915 1,038,375 of the Company to Kerala State Electricity Board

Commitments

Estimated amount of unexecuted capital 1,023,787 168,254,304 contracts (net of advances) 25,347,982 184,143,076

8 Employee benefits: Post-employment benefit plans Defined contribution plan

The Company makes contributions, determined as a specified percentage of employee salaries, in respect of qualifying employee towards provident fund, which is a defined contribution plan. The Company has no obligation other than to make the specified contribution. The contribution is charged to the statement of profit and loss as they accrue. The amount recognized as a expense towards contribution to provident fund for the year aggregated to Rs. 7,720,332 (previous year: Rs. 6,134,626).

Defined benefit plan

The following table sets set out the status of the gratuity plan as required under Accounting standard (AS) 15 revised "Employee Benefits" prescribed by Companies (Accounting Standards) Rules, 2006, (''the Rules'').

9 Related party disclosure

(A) Names of related parties and relationship

a. Key managerial personnel:

George Joseph Chairman

Kochouseph Chittilappilly Vice Chairman

Arun K Chittilappilly Managing Director

Priya Sarah Cheeran Joseph Director

M. P. Ramachandran Director

R.S. Raghavan Director (till 1 August 2011)

b. Relative of key managerial personnel:

Sheila K Chittilappilly Wife of Kochouseph Chittilappilly

Mithun K Chittilappilly Son of Kochouseph Chittilappilly

c. Name of the parties under common control with whom transactions have taken place during the period:

1. V-Star Creations Private Limited

2. Veegaland Developers Private Limited

10 Segment reporting

In accordance with the Accounting Standard 17 - "Segment Reporting" issued under the Companies (Accounting Standards) Rule, 2006, the primary business segment of the Company is providing amusement facilities, resorts and others. The risks and rewards associated with these three categories of business are significantly different. Therefore, the primary segment consists of providing amusement facilities, resort and others. The Company caters to the domestic market and accordingly there is no reportable geographical segments.

11 MSMED disclosure

The Ministry of Micro, Small and Medium Enterprises has issued an Office Memorandum dated 26 August 2008 which recommends that the Micro and Small Enterprises should mention in their correspondence with its customers the Entrepreneurs Memorandum Number as allotted after filing of the Memorandum. Accordingly, the disclosure in respect of the amounts payable to such enterprises as at 31 March 2013 has been made in the financial statements based on information received and available with the Company. Fur- ther in the view of the Management, the impact of interest, if any, that may be payable in accordance with the provisions of the said Act is not expected to be material. The Company has not received any claim for interest from any supplier under the said Act.

1. Provision for service tax: During the year 2011-12 to 2012-13, the Additional Commissioner of Central Excise & Customs have raised demands on the share of income from restaurants in Kochi, for the period from October 2008 to March 2012 aggregating to Rs. 20,815,077/- including penalty and interest, which have been disputed by the Company before the Commissioner of Central Excise (Appeals). Though the Company is hopeful of a favourable decision, provision has been made to the extent of Rs. 7,116,516/- in the accounts as a matter of abundant caution and the differential demand is shown as contingent liability.

2. Provision for entertainment tax: During the year 2010-11, the Hon.Karnataka Appellate Tribunal had passed orders in favour of the Company in respect of entertainment tax for the years 2005-06 and 2006-07 which was in dispute and the entire balance dues had been paid by the Company. Pending issue of order for giving effect to this appellate order by the assessing authority, the Company had already paid the tax on similar basis for the year 2007-08 which is pending before the First Appellate Authorities.

12 Advances includes an amount of Rs. 12,703,477/- due from a foreign vendor who has gone into liquidation and hence fully provided for in earlier years. Pending approval of Reserve Bank of India, both advance and provision is carried forward and not netted off.

13 The comparative figures have been regrouped/ reclassified, wherever necessary, to conform to the current period''s presentation.

The notes referred to above form an integral part of the interim financial statements

 
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