2.6 Provisions, contingent liabilities and contingent assets
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past
event and it is probable that an outflow of resources, that can be reliably estimated, will be required to settle such
an obligation.
If the effect of the time value of money is material, provisions are determined by discounting the expected future
cash flows to net present value using an appropriate pre-tax discount rate that reflects current market
assessments of the time value of money and, where appropriate, the risks specific to the liability. Unwinding of
the discount is recognised in the Statement of Profit and Loss as a finance cost. Provisions are reviewed at each
reporting date and are adjusted to reflect the current best estimate.
A present obligation that arises from past events where it is either not probable that an outflow of resources will
be required to settle or a reliable estimate of the amount cannot be made, is disclosed as a contingent liability.
Contingent liabilities are also disclosed when there is a possible obligation arising from past events, the existence
of which will be confirmed only by the occurrence or non -occurrence of one or more uncertain future events not
wholly within the control of the Company.
Claims against the Company where the possibility of any outflow of resources in settlement is remote, are not
disclosed as contingent liabilities.
Contingent assets are not recognised in financial statements since this may result in the recognition of income that
may never be realised. However, when the realisation of income is virtually certain, then the related asset is not a
contingent asset and is recognised.
2.7 Earning per share
Basic earning per share is calculated by dividing the net profit or loss for the year attributable to the equity
shareholders (after deducting preference dividends and attributable taxes) by the weighted average number of
equity shares outstanding during the year.
For the purpose of calculating the diluted earnings per share, the net profit or loss for the period attributable to
equity shareholders and the weighted average number of shares outstanding during the period are adjusted for
the effects of all dilutive potential equity shares. The dilutive potential equity shares are deemed converted as at
beginning of the period, unless they have been issued at a later date.
2.8 Employee Retirement benefits
i) Short term employee benefits
All employee benefits payable/available within twelve months of rendering the service are classified as
short term employee benefits. Benefits such as salaries, wages and bonus etc., are recognised in the statement
of profit and loss in the period in which the employee renders the related service.
ii) Post - employment benefits
Defined contribution plans -
Retirement benefits in the form of provident fund is a defined contribution scheme. The company has no
obligation, other than the contribution payable to the provident fund. Payments to defined contribution
plans are recognised as an expense when employees have rendered service entitling them to the
contributions.
iii) Long - term employee benefits
Leave Encashment
The liability of accumulating compensated absences is determined by actuarial valuation performed by an
independent actuary at each balance sheet date using projected unit credit method.
2.9 Segment Reporting
The company operates in one reportable business segment i.e. “Hospitality".
3.0 Cash and cash equivalents
Cash and cash equivalents in the Balance Sheet comprise cash at bank and in hand and short-term deposits with
banks that are readily convertible into cash which are subject to insignificant risk of changes in value and are held
for the purpose of meeting short-term cash commitments.
i) The company has two classes of shares referred as equity shares and preference shares having a par value of
'10/- each and par value of '100/- each respectively. Each holder of equity shares is entitled to one vote per
share, whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to
vote on every resolution placed before the company in the General Meeting as per applicable law from time to
time. Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of
cumulative redeemable preference shares amounting to '41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh)
was extended up to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of
the said preference shares are to be redeemed every year starting from the 21st year, i.e., from October 30, 2023,
to October 30, 2032.
ii) In the event of liquidation of the company, the holders of equity shares will be entitled to receive the remaining
assets of the company after distribution of preferential amounts. The distribution will be in the proportion of
the number of equity shares held by the shareholders.
iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into
Compulsory Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained
in note no. 29
A Preference Share Capital
Under the previous GAAP, preference shares were shown as part of equity and carried at cost. Redeemable preference
shares contain a contractual obligation to deliver cash to the holders. Under Ind AS the same is classified as liability.
Dividend on cumulative preference shares has accordingly been shown as part of finance cost.
i) The company has two classes of shares referred as equity shares and preference shares having a par value of '10/-
each and par value of '100/- each respectively. Each holder of equity shares is entitled to one vote per share,
whereas in terms of Section 47(2) of the Companies Act, 2013, the Preference Shareholders are entitled to vote on
every resolution placed before the company in the General Meeting as per applicable law from time to time.
Pursuant to the resolution passed via Postal Ballot on September 20, 2017, the tenure of redemption of cumulative
redeemable preference shares amounting to '41,50,00,000/- (Rupees Forty-One Crore Fifty Lakh) was extended up
to fifteen years, (from October 2017 to October 2032). According to the extension terms, 10% of the said preference
shares are to be redeemed every year starting from the 21st year, i.e., from October 30, 2023, to October 30, 2032.
ii) Capital Redemption Reserve for redemption of Preference Shares is not created during the year because of
unavailability of surplus.
iii) Details of modifications of terms of Redeemable Preference Share (RPS) and Partial conversion into Compulsory
Convertible Preference Shares and subsequent partial conversion into Equity Shares as explained in note no. 29
17 CONTINGENT LIABILITIES AND COMMITMENTS
(TO THE EXTENT NOT PROVIDED FOR)
(i) Contingent Liabilities
a) 'The company alongwith its erstwhile Special Purpose Vehicle Company and Blue Coast Infrastructure Pvt.
Ltd. agreed to propose a compromise to make arrangements for a contingency of '315.62 Crore (subject to
final adjudication) & the terms were duly recorded before Hon'ble High Court, Delhi. Balance of
Contingency '70.74 Crore is as on 31.03.2025 (Previous Year '94.57 Crore). Primary parties to the case
regularly paying the agreed amount, accordingly no provision is considered necessary.
b) 'The Company had provided a Bank Guarantee ("BG") to the Punjab Urban Development Authority
("PUDA") in connection with the hotel project at Amritsar, Punjab, undertaken by its subsidiary, Golden
Joy Hotel Private Limited. The said BG lapsed in the year 2013 and the same was not encashed
by PUDA within the validity period. However, a contingent liability of '5.00 Crore may arise pursuant to a
civil suit filed by PUDA in relation to the same.
(ii) Commitments
The Company has provided a Corporate Guarantee of '35 crores to Punjab National Bank on behalf of
M/s Joy Hotel & Resorts Pvt. Ltd. for their Chandigarh hotel project. As on 31.03.2025, the outstanding amount
is '7.20 crore ('15.70 crore as on 31.03.2024), for which the Company is contingently liable.
28 MATERIAL UNCERTAINITY RELATED TO GOING CONCERN
The Company's hotel operations had been discontinued in the earlier years and the company has been incurring huge
operational losses regularly which has resulted in negative net worth of the Company. This situation indicates that a material
uncertainty exists that may cast significant doubt on the Company's ability to continue as a going concern. The management
believes that the company's future business plans and prospects will enable it to meet the operational expenses. Further, the
Board is hopeful and has passed a resolution to receive financial support from its wholly owned Subsidiary Company, M/s
Blue Coast Hospitality Limited, out of funds available with the subsidiary company from various sources, including, if
required, from liquidation or monetization of the land parcel situated in Goa owned by the subsidiary company, to the extent
which may be required by the Company to meet its obligations in future. Considering these factors, the financial statements
for the year ending 31.03.2025 have been prepared by the management on a going concern basis.
29 DISCLOSURE REGARDING WAIVER OF DIVIDEND, MODIFICATION OF TERMS OF REDEEMABLE
PREFERENCE SHARES (RPS) AND PARTIAL CONVERSION THEREOF
(i) Preference Dividend Waiver (Exceptional Item)
The Board of Directors of the company in its meeting held on September 3, 2024, with the consent of the Preference
Shareholders ("RPS"), waived off the dividend accrued amounting to '8,617.82 lakhs, on RPS held by them,
representing 95% of the total accrued dividend amounting to '9,071.39 lakhs till 31st August, 2024. Accordingly, an
amount of '8,617.82 lakhs has been waived off and is no longer payable by the Company. The remaining 5%,
amounting to '453.57 lakhs, continues to be payable and has been retained as a liability in the financial statements.
The dividend waiver of '8,617.82 lakhs (Net of '8617.79 lakhs for period ending as on 31.08.2024 less '164.27 lakhs
for the period, April 1, 2024 till August 31, 2024) have been recognized as income under "Exceptional Items" in the
financial statements for the year ended 31st March 2025.
ii. Reduction of Coupon rate and Conversion into Compulsory Convertible Preference Shares (CCPS)
During the reporting period, pursuant to approval of Board of Directors, Shareholders and with the consent of
Redeemable Preference Shareholders ("RPS"), the following variations in the rights of the existing Redeemable
Preference Shares were made:
a) On 28th September, 2024, the coupon rate on all outstanding RPS was reduced from 10% per annum to
0.01% per annum.
b) On November 14, 2024, conversion of 6,93,110, 0.01% RPS of '100 each (out of 20% defaulted of the 41,50,000
RPS, amounting '8.30 crore) into 0.01% Compulsorily Convertible Preference Shares (CCPS) of '100 each.
Subsequently, at the same Board Meeting, the Board approved the conversion of 1,89,200 CCPS (out of the
6,93,110 CCPS) into 18,92,000 Equity Shares of '10 each, at a conversion ratio of 1 CCPS of '100 each for 10 Equity
Shares of '10 each.
iii. Subsequent Conversion of pending Compulsory Convertible Preference Shares (CCPS) into Equity Shares
As on the balance sheet date, the Company has outstanding no. of 5,03,910 CCPS of '100/-. These CCPS are
mandatorily convertible into equity shares in a phased manner. On 16th May, 2025, 2,55,200 CCPS of '100/- has been
converted into 25,52,000 equity shares of '10 each. The remaining balance of 2,48,710 CCPS of '100/- shall be
converted within the prescribed time. As these instruments are already classified as equity, no further gain or loss
will be recognized upon their conversion.
The conversion will not involve any cash outflow/inflow, however will result in an increase in the equity share
capital of the Company. The impact of the conversion on dilution has been considered in the financial disclosures
under EPS.
iv. Fair Value Measurement of Redeemable Preference Shares (RPS)
The fair value of the modified RPS was determined by discounting expected future cash flows using the prevailing
market interest rate of 10%, as at the date of modification. The fair value of the instruments was as fair value of
residual RPS (post rate reduction): '1470.49 lakhs.
v. Accounting and Classification as per Ind AS 109 and 32
In accordance with Ind AS 109 - Financial Instruments, the modification of the Redeemable Preference Shares (RPSs)
involved substantial changes in the contractual terms-most notably, a significant reduction in the interest rate and a
partial conversion of the liability into equity instruments. Consequently, the transaction was assessed as a
substantial modification in accordance with the guidance provided in paragraphs 3.3.2 and B3.3.6 of Ind AS 109.
As a result, the original RPSs were derecognized in full, and the modified instruments were recognized at their fair
value. The resulting gain on derecognition of the original liability, amounting to '1,986.40 lakhs, has been recognized
under "Equity Component of Compound Financial Instruments" within "Other Equity" in the financial statements.
30 DISCLOSURE REGARDING CLAIM OVER RETAINED AUCTION PROCEEDS FROM SALE OF GOA
HOTEL PROPERTY
(i) On 23.02.2015, the "Hotel Park Hyatt Goa Resort & Spa" (Goa Hotel Property) owned by the Blue Coast Hotels Ltd.
(BCHL) was auctioned by the First Charge Holder IFCI Ltd. (IFCI) for the total sum of '515,44,01,000/- to the
Auction Purchaser ITC Ltd.
(ii) In the representative Civil Suit being C.S.(O.S.) No. 176/ 2015, vide Order dated 31.07.2015, the Hon'ble High Court
of Delhi has been pleased to direct IFCI to retain a sum of '85.00 Crores from the auction proceed of the Goa Hotel
Property of BCHL in an interest-bearing FD.
(iii) Vide Letter dated 06.02.2019, IFCI informed BCHL that out of the total auction proceed of '515,44,01,000/-, IFCI has
appropriated a sum of '314,23,10,542/- towards its loans and other expenses, besides disbursing the sum of
'8,52,07,142/- to the State Bank of Mysore. It was also informed by IFCI that out of the remaining auction proceed, a
sum of '126,78,37,602/- was released to SEBI towards PACL Ltd. NCD A/c, and a sum of '85.00 Crores (with
accrued interest) retained by IFCI in terms of the said Order dated 31.07.2015 passed by the Hon'ble High Court.
(iv) Thereafter, towards claim of the said sum of '85.00 Crores (with accrued interest), SEBI approached the Hon'ble
Supreme Court vide an Application being I.A. No. 128401/ 2018 in the pending C.A. No. 13301/ 2015, seeking a
direction against IFCI to release the sum of '85.00 Crores (plus accrued interest), having been retained by IFCI. Since,
the said balance auction proceeds for the sum of '85.00 Crores (plus accrued interest) belonged to the BCHL,
being the rightful claimant to the said balance auction proceed, BCHL filed an Objection/ Counter Affidavit before
the Hon'ble Supreme Court thereby objecting to the said claim of SEBI while stressing that the entire amount
due and payable to SEBI towards the PACL Ltd. NCD A/c on account of the debentures issued to PACL Ltd. stands
fully satisfied and nothing remained payable thereof and thus, the said balance auction proceed is liable to be
returned to BCHL.
(v) On 12.12.2024, SEBI withdrew the said I.A. No. 128401/ 2018 from the Hon'ble Supreme Court, while seeking
permission to approach the Justice Lodha (Retd.) Committee for consideration of the subject matter of said I.A.
No. 128401/ 2018.
(vi) The matter is presently pending consideration before the Ld. Recovery Officer, acting on behalf of Justice Lodha
(Retd.) Committee (in the PACL Matter), where BCHL has filed its Objections thereby making claim over the said
balance auction proceed for the sum of '85.00 Crores (plus accrued interest) being the surplus amount out of the
auction of the Goa Hotel Property owned by BCHL, while taking various legal and factual pleas, which is a matter of
record and is pending consideration before the Ld. Recovery Officer.
31 SIGNIFICANT DISCLOSURE REGARDING OTHER MATTERS
a) Due to delay in execution of project by SRHIPL and consequent default by the Company in debt servicing, IFCI
initiated recovery proceeding under SARFAESI Act, 2002, against the company and allegedly sold the Hotel Park
Hyatt, Goa for an amount of '515.44 Crores. On 19.03.2018 Hon'ble Supreme Court of India ordered the Company to
handover the possession of the hotel property to the auction purchaser within a period of six months. In compliance
of Hon'ble Supreme Court order, the company has handed over the possession of the property Park Hyatt Goa
Resort & Spa to the auction purchaser on 19.09.2018. However, the Company availed its Right to Redeem the
property u/s 60 of the Transfer of Property Act, 1882 by giving notice to IFCI on 07.09.2018, before handing over the
property. The Writ Petition for Redemption of the property is pending adjudication at the High Court of Bombay at
Goa. The outcome of the writ petition may have the material impact on the company as a going concern and may
impact the alleged sale of hotel property at Goa.
b) In the opinion of directors, all the assets, except stated otherwise, have a value on realization in the ordinary course
of business at least equal to the amount at which they are stated in the books of accounts and the provision for
depreciation and for all known liabilities is adequate and considered reasonable.
c) Balances of trade receivables, trade payables, current/ non-current advances given/ received, amount recoverable
from parties are subject to reconciliation and confirmation from respective parties.
d) Previous year figures have been regrouped and rearranged wherever necessary to suit the present year layout by
making the suitable adjustment in the respective accounting heads.
e) Finance cost represents provision for dividend on cumulative redeemable preference shares.
f) In terms of direction issued by Hon'ble High Court Delhi, the company will remain committed for the refund to
space buyers. (Refer Note No. 17(i) )
g) Due to absence of profit, the Company has not paid the dividend on its Cumulative Redeemable Preference Shares
(RPS) and also default in respect of redemption of 0.01% Redeemable Preference Shares. Out of Total default
amounting '830.00 lakhs, '693.11 lakhs RPS has been converted into CCPS. Net default of RPS as on 31.03.2025 is
'136.89 lakhs. The Company will address these obligations as soon as financial conditions permit, and the required
profits are available.
h) Pursuant to the examination report received from National Stock Exchange of India ("NSE"), the Securities and
Exchange Board of India ("SEBI") had initiated an investigation into the financial affairs of the Company, for
possible violation of the SEBI Act, 1992 and regulations made thereunder. Following the said investigation, the
company and some of its officials (Whole Time Director and former Chief Financial Officer) have received a Show
Cause Notice ("SCN"), on 04th March 2025, under Rule 4(1) of SEBI (Procedure for Holding Enquiry and Imposing
Penalties) Rule, 1995 from the Office of the Chief General Manager and Adjudicating Officer, Securities Exchange
Board of India.
The said SCN lists out alleged violation of certain provisions of, inter alia, Regulation 4, 17(8), 23, 33, 34 and 48 of the
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with Section 27 of SEBI Act, 1992
read with Indian Accounting Standard 1, 24 and 37. Without prejudice to our rights and contentions, at this stage, the
Company along with its Whole Time Director have submitted a Settlement Application on 03.05.2025 with SEBI
under SEBI's Settlement Regulations, 2018, which is currently pending consideration. The settlement, if accepted,
may involve payment of a settlement amount around '25.00 lakhs, as proposed.
i) The company has not been carrying any business operations during the reporting year. However, the company has
been regularly incurring substantial expenses on leasing of office building, employee costs and professional
expenses for pending disputes and litigation, besides routine expenses. The company has also incurred expenses on
Listing and ROC fee of conversion of Compulsory Convertible Preference Shares into Equity Shares. The same has
resulted in incurring huge operational losses to the company. The management is of the opinion that these expenses
have been incurred in the ordinary course and are necessary for future proposed operations of the company and
to recover claim of amount retained by the IFCI Ltd and to handle writ petition filed against auction of the
hotel property of the company by the IFCI Ltd, for which the management expects the probable positive
outcome in future.
33 OTHER STATUTORY INFORMATION
(i) All the title deeds of immovable properties held in the name of the company.
(ii) The company has not fair valued its Investment Property (as measured for disclosure purposes in the financial
statement) during the year.
(iii) The company has not revalued its Property, Plant and Equipment (including Right of Use Assets) during the
year.
(iv) The Company does not hold any intangible assets; hence, revaluation of intangible assets is not applicable.
(v) The company has not entered into any transaction of Loans or Advances in the nature of Loan granted to
promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013) either severally or
jointly with any other person.
(vi) The company does not have any Capital Work in Progress (CWIP) during the year.
(vii) The company does not have any Intangible Assets under Development during the year.
(viii) The Company neither hold any Benami property, nor are there any proceedings initiated or pending against the
Company in respect of holding any Benami property.
(ix) The company does not have borrowing from bank or financial institution on basis of security of current assets.
(x) The Company has not been declared a wilful defaulter by any bank, financial institution, government, or
governmental authority during the year.
(xi) The Company has not entered into any transaction with companies struck off.
(xii) The Company has two charges registered with the Registrar of Companies:
(a) '235 crore in favor of IFCI vide charge ID No. 10202817; and
(b) '100 crore in favor of SBICAP Trustee Company Ltd vide charge ID No. 10281132.
Since the matters pertaining to these charges are sub judice and currently under adjudication, the Company has
not received confirmation for satisfaction of charges.
(xiii) The Company has complied with the number of layers prescribed under clause (87) of section 2 of the Act read
with Companies (Restriction on number of Layers) Rules, 2017.
(xiv) The company has not been involved in any kinds of arrangements as explain u/s 230-237.
(xv) The Company has neither advanced or loaned nor invested funds to any other person(s) or entity(ies), including
foreign entities (Intermediaries) with the understanding that the Intermediary shall:
(a) directly or indirectly lend or invest in other persons or entities identified in any manner whatsoever by or on
behalf of the Company (Ultimate Beneficiaries) or,
(b) provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.
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