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149
FORTUNE PARK HOTELS LIMITED
The Company’s Auditors, Messrs. Price Waterhouse LLP, Chartered Accountants, 20. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
who were appointed with your approval at the 19th AGM for a period of five years, EXCHANGE EARNINGS AND OUTGO
will complete their present term on conclusion of the 24th AGM of the Company. Conservation of Energy & Technology Absorption
The Board has recommended for the approval of the Members, the appointment Considering the nature of business of your Company, no comment is required on
of Messrs. S R B C & CO LLP, Chartered Accountants (‘SRBC’), as the Auditors of conservation of energy and technology absorption.
the Company for a period of five years from the conclusion of the ensuing 24th Foreign Exchange Earnings and Outgo
AGM till the conclusion of the 29th AGM. SRBC have given their consent to act
as the Auditors of the Company and have confirmed that the said appointment, if During the year under review, there has been no foreign exchange earnings or
made, will be in accordance with Section 139 and 141 of the Act. The Board has outflow.
also recommended for the approval of the Members, the remuneration of SRBC On behalf of the Board
for the financial year 2019-20. Appropriate resolution seeking your approval to the Dated : 23rd April, 2019 Samir MC Managing Director
appointment and remuneration of SRBC as the Auditors is appearing in the Notice Place : Gurugram J. Singh Director
convening the ensuing AGM of the Company.
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FORTUNE PARK HOTELS LIMITED
1. A brief outline of the Company’s CSR Policy including overview of projects or The Company, a wholly owned subsidiary of ITC Limited (ITC), discharges its corporate
programs proposed to be undertaken social responsibilities (CSR) by aligning itself with the CSR Policy of ITC.
The Company undertakes its CSR activities:
l as listed in Schedule VII to the Companies Act, 2013, in line with the CSR initiatives of
ITC and as approved by the CSR Committee of the Company;
l directly or through a registered trust or a registered society or a company established
under Section 8 of the Companies Act, 2013.
The Company may collaborate with ITC or other companies for undertaking CSR activities.
3. Average net profit of the Company for last three financial years ` 8,18,34,174/-
4. Prescribed CSR expenditure (two percent of the amount stated under 3 above) ` 16,36,684/-
5. Details of CSR spent during Total amount spent for the financial year ` 16,37,000/-
the financial year 2018-19
Total Amount unspent NIL
Manner in which the amount spent during the financial year 2018-19 is detailed below:
CSR Project or Sector in which the project is Projects or programs Amount outlay Amount spent on the Cumulative Amount spent:
activity identified covered (1) Local area or other (Budget) project projects or programs expenditure Direct or through implementing
(2) Specify the State and district or program wise Sub heads: upto the agency
where projects or programs 1. Direct expenditure on reporting
was undertaken projects or programs period
2. Overheads
Contribution to ITC Undertaking rural development N. A. ` 16,37,000/- ` 16,37,000/- ` 16,37,000/- Implementing Agency - ITC Rural
Rural Development projects [covered under Clause (x) Development Trust, Kolkata
Trust of Schedule VII to the Companies
Act, 2013]
6. The CSR Committee of the Board has confirmed that the implementation and monitoring of the CSR Policy is in compliance with the CSR objectives and Policy of the Company.
Sl. Name and Address of the CIN/GLN Holding/ Subsidiary/ Associate % of shares held in the Company Applicable Section
No. Company
1. ITC Limited L16005WB1910PLC001985 Holding company 100% 2(46)
Virginia House
37 Jawaharlal Nehru Road
Kolkata – 700 071
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FORTUNE PARK HOTELS LIMITED
IV. SHAREHOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
(i) Category-wise Shareholding:
% Change
No. of Shares held at the beginning of the year No. of Shares held at the end of the year
during the year
Category of Shareholders
Demat Physical Total % of Total Demat Physical Total % of Total
Shares Shares
A. Promoters
(1) Indian
a) Individual/HUF – – – – – – – – N.A.
b) Central Govt. – – – – – – – – N.A.
c) State Govt.(s) – – – – – – – – N.A.
d) Bodies Corp. – 4,50,008 4,50,008 100.00 – 4,50,008 4,50,008 100.00 Nil
e) Banks / FI – – – – – – – – N.A.
f) Any Other – – – – – – – – N.A.
(2) Foreign
a) NRIs - Individuals – – – – – – – – N.A.
b) Other – Individuals – – – – – – – – N.A.
c) Bodies Corp. – – – – – – – – N.A.
d) Banks / FI – – – – – – – – N.A.
e) Any Other – – – – – – – – N.A.
Total Shareholding of Promoter (A) = (A)(1)+(A)(2) – 4,50,008 4,50,008 100.00 – 4,50,008 4,50,008 100.00 Nil
B. Public Shareholding
1. Institutions
a) Mutual Funds – – – – – – – – N.A.
b) Banks / FI – – – – – – – – N.A.
c) Central Govt. – – – – – – – – N.A.
d) State Govt.(s) – – – – – – – – N.A.
e) Venture Capital Funds – – – – – – – – N.A.
f) Insurance Companies – – – – – – – – N.A.
g) FIIs – – – – – – – – N.A.
h) Foreign Venture Capital Funds – – – – – – – – N.A.
i) Others (specify) – – – – – – – – N.A.
2. Non-Institutions
a) Bodies Corp.
i) Indian – – – – – – – – N.A.
ii) Overseas – – – – – – – – N.A.
b) Individuals – – – – – – – – N.A.
i) Individual shareholders holding nominal
share capital upto ` 1 lakh
ii) Individual shareholders holding nominal
share capital in excess of ` 1 lakh
c) Others (specify) – – – – – – – – N.A.
Grand Total (A+B+C) – 4,50,008 4,50,008 100.00 – 4,50,008 4,50,008 100.00 Nil
Shareholding at the beginning of the year Shareholding at the end of the year
% change in
Sl. Shareholder’s % of Shares % of Shares
shareholding
No. Name % of total Shares of pledged / % of total Shares pledged /
No. of Shares No. of Shares during the year
the Company encumbered to of the Company encumbered to
total Shares total Shares
Sl. Shareholding at the beginning of the year Cumulative Shareholding during the year
No.
No. of Shares % of total Shares of the No. of Shares % of total Shares of the
Company Company
(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): NOT APPLICABLE
(v) Shareholding of Directors and Key Managerial Personnel: None of the Directors and Key Managerial Personnel hold any share in the Company in their individual capacity.
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FORTUNE PARK HOTELS LIMITED
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding / accrued but not due for payment: NIL
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-time Directors and/or Manager: (Amount in `)
Sl. Samir MC
No. Particulars of Remuneration (Managing Director)
(refer Note 1)
1. Gross Salary
(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act, 1961 1,56,53,532
(b) Value of perquisites under Section 17(2) of the Income-tax Act, 1961 19,12,643
(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act, 1961 –
2. Stock Option –
3. Sweat Equity –
4. Commission –
- as % of profit
- others, specify
5. Others, please specify –
Total Amount (A) 1,75,66,175
Ceiling as per the Companies Act, 2013 >84,00,000 per annum
(refer Note 2)
Note 1: Mr. Samir MC is on deputation from ITC Limited (ITC) and has been granted Employee Stock Appreciation Linked Reward Units (ESAR Units) by ITC under its Stock Appreciation
Linked Reward Plan. Since these ESAR Units are not tradeable, no perquisite or benefit is conferred upon the employee by grant of such Units, and accordingly the said grant has
not been considered as remuneration.
Note 2: Ceiling as per Part II of Schedule V to the Companies Act, 2013 has been disclosed, considering that the profits of the Company for the financial year ended 31st March, 2019
are inadequate. The appointment of Mr. Samir MC is governed by the resolution passed by the Board and the shareholders of the Company. The statutory provisions apply with
respect to notice period and severance fee.
B. Remuneration to other Directors: (Amount in `)
Note: Ceiling as per Part II of Schedule V to the Companies Act, 2013 has been disclosed, considering that the profits of the Company for the financial year ended 31st March, 2019 are
inadequate.
VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES against the Company, Directors and other Officers in Default under the Companies Act, 2013: None
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FORTUNE PARK HOTELS LIMITED
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FORTUNE PARK HOTELS LIMITED
d) In our opinion, the aforesaid financial statements comply with the ii. The Company did not have any derivative contracts and in
Accounting Standards specified under Section 133 of the Act. respect of other long-term contracts there are no material
e) On the basis of the written representations received from the foreseeable losses.
directors as on March 31, 2019 taken on record by the Board of iii. There were no amounts which were required to be transferred
Directors, none of the directors is disqualified as on March 31, 2019 to the Investor Education and Protection Fund by the Company
from being appointed as a director in terms of Section 164 (2) of the during the year ended March 31, 2019.
Act.
iv. The reporting on disclosures relating to Specified Bank Notes
f) With respect to the adequacy of the internal financial controls with is not applicable to the Company for the year ended March
reference to financial statements of the Company and the operating 31, 2019.
effectiveness of such controls, refer to our separate Report in
“Annexure A”. For Price Waterhouse Chartered Accountants LLP
g) With respect to the other matters to be included in the Auditor’s Firm Registration Number: 012754N/N500016
Report in accordance with Rule 11 of the Companies (Audit
Chartered Accountants
and Auditors) Rules, 2014, in our opinion and to the best of our
information and according to the explanations given to us: Ashok Narayanaswamy
i. The Company has disclosed the impact of pending litigations on Place: Gurugram Partner
its financial position in its financial statements – Refer Note 25 Date: April 23, 2019 Membership Number : 095665
to the financial statements;
Referred to in paragraph 12(f) of the Independent Auditors’ Report of even date appropriate to provide a basis for our audit opinion on the Company’s
to the members of Fortune Park Hotels Limited on the financial statements for internal financial controls system with reference to financial statements.
the year ended March 31, 2019
Meaning of Internal Financial Controls with reference to financial
Report on the Internal Financial Controls with reference to financial statements
statements under Clause (i) of Sub-section 3 of Section 143 of the Act
6. A company’s internal financial controls with reference to financial statements
1. We have audited the internal financial controls with reference to financial is a process designed to provide reasonable assurance regarding the
statements of Fortune Park Hotels Limited (“the Company”) as of March reliability of financial reporting and the preparation of financial statements
31, 2019 in conjunction with our audit of the financial statements of the for external purposes in accordance with generally accepted accounting
Company for the year ended on that date. principles. A company’s internal financial controls with reference to financial
Management’s Responsibility for Internal Financial Controls statements includes those policies and procedures that (1) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly
2. The Company’s management is responsible for establishing and reflect the transactions and dispositions of the assets of the company; (2)
maintaining internal financial controls based on the internal financial provide reasonable assurance that transactions are recorded as necessary
controls with reference to financial statements criteria established by to permit preparation of financial statements in accordance with generally
the Company considering the essential components of internal control accepted accounting principles, and that receipts and expenditures of
stated in the Guidance Note on Audit of Internal Financial Controls Over the company are being made only in accordance with authorisations of
Financial Reporting issued by the Institute of Chartered Accountants of management and directors of the company; and (3) provide reasonable
India (ICAI). These responsibilities include the design, implementation and assurance regarding prevention or timely detection of unauthorised
maintenance of adequate internal financial controls that were operating acquisition, use, or disposition of the company’s assets that could have a
effectively for ensuring the orderly and efficient conduct of its business, material effect on the financial statements.
including adherence to company’s policies, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and Inherent Limitations of Internal Financial Controls with reference to
completeness of the accounting records, and the timely preparation of financial statements
reliable financial information, as required under the Act. 7. Because of the inherent limitations of internal financial controls with
Auditors’ Responsibility reference to financial statements, including the possibility of collusion or
improper management override of controls, material misstatements due
3. Our responsibility is to express an opinion on the Company’s internal to error or fraud may occur and not be detected. Also, projections of any
financial controls with reference to financial statements based on our audit. evaluation of the internal financial controls with reference to financial
We conducted our audit in accordance with the Guidance Note on Audit of statements to future periods are subject to the risk that the internal
Internal Financial Controls Over Financial Reporting (the “Guidance Note”) financial control controls with reference to financial statements may
and the Standards on Auditing deemed to be prescribed under section become inadequate because of changes in conditions, or that the degree
143(10) of the Act to the extent applicable to an audit of internal financial of compliance with the policies or procedures may deteriorate.
controls, both applicable to an audit of internal financial controls and both
issued by the ICAI. Those Standards and the Guidance Note require that we Opinion
comply with ethical requirements and plan and perform the audit to obtain 8. In our opinion, the Company has, in all material respects, an adequate
reasonable assurance about whether adequate internal financial controls internal financial controls system with reference to financial statements and
with reference to financial statements was established and maintained and such internal financial controls with reference to financial statements were
if such controls operated effectively in all material respects. operating effectively as at March 31, 2019, based on the internal financial
4. Our audit involves performing procedures to obtain audit evidence about controls with reference to financial statements criteria established by the
the adequacy of the internal financial controls system with reference to Company considering the essential components of internal control stated
financial statements and their operating effectiveness. Our audit of internal in the Guidance Note on Audit of Internal Financial Controls Over Financial
financial controls with reference to financial statements included obtaining Reporting issued by the Institute of Chartered Accountants of India.
an understanding of internal financial controls with reference to financial For Price Waterhouse Chartered Accountants LLP
statements, assessing the risk that a material weakness exists, and testing
Firm Registration Number: 012754N/N500016
and evaluating the design and operating effectiveness of internal control
based on the assessed risk. The procedures selected depend on the auditor’s Chartered Accountants
judgement, including the assessment of the risks of material misstatement Ashok Narayanaswamy
of the financial statements, whether due to fraud or error.
Place: Gurugram Partner
5. We believe that the audit evidence we have obtained is sufficient and Date: April 23, 2019 Membership Number : 095665
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FORTUNE PARK HOTELS LIMITED
Referred to in paragraph 11 of the Independent Auditors’ Report of even viii. As the Company does not have any loans or borrowings from any financial
date to the members of Fortune Park Hotels Limited on the financial institution or bank or Government, nor has it issued any debentures as at
statements as of and for the year ended March 31, 2019 the balance sheet date, the provisions of Clause 3(viii) of the Order are
i. (a) The Company is maintaining proper records showing full particulars, not applicable to the Company.
including quantitative details and situation, of property, plant and ix. The Company has not raised any moneys by way of initial public
equipment. offer, further public offer (including debt instruments) and term loans.
Accordingly, the provisions of Clause 3(ix) of the Order are not applicable
(b) The property, plant and equipment of the Company have been
to the Company.
physically verified by the Management during the year and no material
discrepancies have been noticed on such verification. In our opinion, the x. During the course of our examination of the books and records of the
Company, carried out in accordance with the generally accepted auditing
frequency of verification is reasonable.
practices in India, and according to the information and explanations
(c) The Company does not own any immovable properties as disclosed in given to us, we have neither come across any instance of material fraud
Note 3 on property, plant and equipment to the financial statements. by the Company or on the Company by its officers or employees, noticed
Therefore, the provisions of Clause 3(i)(c) of the said Order are not or reported during the year, nor have we been informed of any such case
applicable to the Company. by the Management.
ii. The Company is in the business of rendering services, and consequently, xi. The Company has paid/ provided for managerial remuneration in
does not hold any inventory. Therefore, the provisions of Clause 3(ii) of accordance with the requisite approvals mandated by the provisions of
the said Order are not applicable to the Company. Section 197 read with Schedule V to the Act.
iii. The Company has not granted any loans, secured or unsecured, to xii. As the Company is not a Nidhi Company and the Nidhi Rules, 2014 are
companies, firms, Limited Liability Partnerships or other parties covered not applicable to it, the provisions of Clause 3(xii) of the Order are not
in the register maintained under Section 189 of the Act. Therefore, the applicable to the Company.
provisions of Clause 3(iii), (iii)(a), (iii)(b) and (iii)(c) of the said Order are xiii. The Company has entered into transactions with related parties in
not applicable to the Company. compliance with the provisions of Section 188 of the Act. The details
of such related party transactions have been disclosed in the financial
iv. The Company has not granted any loans or made any investments, or
statements as required under Indian Accounting Standard (Ind AS) 24,
provided any guarantees or security to the parties covered under Section
Related Party Disclosures specified under Section 133 of the Act. Further,
185 and 186. Therefore, the provisions of Clause 3(iv) of the said Order
the Company is not required to constitute an Audit Committee under
are not applicable to the Company. Section 177 of the Act, and accordingly, to this extent, the provisions of
v. The Company has not accepted any deposits from the public within the Clause 3(xiii) of the Order are not applicable to the Company.
meaning of Sections 73, 74, 75 and 76 of the Act and the Rules framed xiv. The Company has not made any preferential allotment or private
there under to the extent notified. placement of shares or fully or partly convertible debentures during the
vi. The Central Government of India has not specified the maintenance of year under review. Accordingly, the provisions of Clause 3(xiv) of the
cost records under sub-section (1) of Section 148 of the Act for any of the Order are not applicable to the Company.
products of the Company. xv. The Company has not entered into any non cash transactions with its
directors or persons connected with him. Accordingly, the provisions of
vii. (a) According to the information and explanations given to us and the
Clause 3(xv) of the Order are not applicable to the Company.
records of the Company examined by us, in our opinion, the Company is
regular in depositing the undisputed statutory dues, including provident xvi. The Company is not required to be registered under Section 45-IA of the
fund, employees’ state insurance, income tax, sales tax, service tax, duty Reserve Bank of India Act, 1934. Accordingly, the provisions of Clause
3(xvi) of the Order are not applicable to the Company.
of customs, duty of excise, value added tax, cess, goods and service tax
and other material statutory dues, as applicable, with the appropriate For Price Waterhouse Chartered Accountants LLP
authorities. Firm Registration Number: 012754N/N500016
(b) According to the information and explanations given to us and the Chartered Accountants
records of the Company examined by us, there are no dues of income- Ashok Narayanaswamy
tax, sales-tax, service-tax, duty of customs, and duty of excise or value Place: Gurugram Partner
added tax or goods and service tax which have not been deposited on Date: April 23, 2019 Membership Number : 095665
account of any dispute.
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FORTUNE PARK HOTELS LIMITED
Balance Sheet
(All amounts in rupees unless otherwise stated)
Notes As at 31st March, 2019 As at 31st March, 2018
ASSETS
Non-current assets
Property, plant and equipment 3 22,33,995 32,46,519
Deferred tax assets (net) 4 2,29,78,265 2,33,19,271
Income tax assets (net) 5 5,79,78,255 4,24,51,240
Total non-current assets
8,31,90,515 6,90,17,030
Current assets
Financial assets
i. Investments 6(a) 12,13,86,658 9,95,15,133
ii. Trade receivables 6(b) 10,99,67,826 10,03,15,314
iii. Cash and cash equivalents 6(c) 1,31,23,551 60,32,846
iv. Others 6(d) 5,25,57,663 5,78,54,872
Other current assets 7 26,78,840 25,19,528
Total current assets
29,97,14,538 26,62,37,693
Total assets 38,29,05,053 33,52,54,723
EQUITY AND LIABILITIES
Equity share capital 8 45,00,080 45,00,080
Other equity 31,75,75,532 25,80,64,943
Total equity 32,20,75,612 26,25,65,023
LIABILITIES
Non-current liabilities
Other financial liabilities 9(a) 13,72,761 –
Provisions 10(a) 1,20,46,362 1,04,15,736
Total non-current liabilities
1,34,19,123 1,04,15,736
Current liabilities
Financial liabilities
i. Trade payables 9(b)
Total outstanding dues of micro enterprises and small enterprises – –
Total outstanding dues of creditors other than micro
enterprises and small enterprises 1,45,48,692 1,64,62,523
ii. Other financial liabilities 9(c) 61,71,048 55,09,031
Provisions 10(b) 63,95,354 1,00,55,399
Other current liabilities 11 2,02,95,224 3,02,47,011
Total current liabilities 4,74,10,318 6,22,73,964
Total liabilities 6,08,29,441 7,26,89,700
Total equity and liabilities 38,29,05,053 33,52,54,723
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FORTUNE PARK HOTELS LIMITED
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The above cash flow statement has been prepared under the “Indirect Method” as set out in Ind AS 7 “Statement of Cash flows”.
The accompanying notes 1 to 28 are an integral part of the financial statements.
This is the cash flow statement referred to in our report of even date
For Price Waterhouse Chartered Accountants LLP On behalf of the Board of Directors
Firm Registration No. : 012754N/N500016
Ashok Narayanaswamy Samir Mecherivalappil Chandrasekharan Jagdish Singh
Partner Managing Director Director
Membership Number : 095665 DIN 08064002 DIN 00042258
Place : Gurugram Place : Gurugram Place : Gurugram
Date : 23rd April, 2019 Date : 23rd April, 2019 Date : 23d April, 2019
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FORTUNE PARK HOTELS LIMITED
of cash flows arising from payments of principal and Financial liabilities are derecognised when the liability is
interest but also from the sale of such assets. Such assets extinguished, that is, when the contractual obligation is
are subsequently measured at fair value, with unrealised discharged, cancelled and on expiry.
gains and losses arising from changes in the fair value being Offsetting Financial Instruments
recognised in other comprehensive income.
Financial assets and liabilities are offset and the net amount is
(c) fair value through profit or loss (FVTPL), where the assets included in the Balance Sheet where there is a legally enforceable
are managed in accordance with an approved investment right to offset the recognised amounts and there is an intention
strategy that triggers purchase and sale decisions based on to settle on a net basis or realise the asset and settle the liability
the fair value of such assets. Such assets are subsequently simultaneously.
measured at fair value, with unrealised gains and losses
Equity Instruments
arising from changes in the fair value being recognised in
the Statement of Profit and Loss in the period in which they Equity instruments are recognised at the value of the proceeds,
arise. net of direct costs of the capital issue.
(b) fair value through other comprehensive income, the The contributions in respect of defined benefit gratuity plan
are made to Life Insurance Corporation (LIC) under its Group
cumulative fair value adjustments previously taken to
Gratuity Scheme. The cost of providing benefits under the
reserves are reclassified to the Statement of Profit and
defined benefit obligation is calculated by independent actuary
Loss unless the asset represents an equity investment
using the projected unit credit method. Service costs and net
in which case the cumulative fair value adjustments
interest expense or income is reflected in the Statement of
previously taken to reserves is reclassified within equity.
Profit and Loss. Gain or loss on account of remeasurements are
Income Recognition: Interest income is recognised in the recognized immediately through Other Comprehensive Income
Statement of Profit and Loss using the effective interest method. in the period in which they occur.
Dividend income is recognised in the Statement of Profit and
The employees of the Company are also entitled to
Loss when the right to receive dividend is established.
compensated leave for which the Company records the liability
Financial Liabilities based on actuarial valuation computed under projected unit
Borrowings, trade payables and other financial liabilities are credit method similar to benefits of gratuity explained above.
initially recognised at the value of the respective contractual Service costs and net interest expense or income is reflected
obligations. They are subsequently measured at amortised in the Statement of Profit and Loss. Gain or Loss on account
cost. Any discount or premium on redemption / settlement is of remeasurements are recognized immediately through Other
recognised in the Statement of Profit and Loss as finance cost Comprehensive Income in the period in which they occur.
over the life of the liability using the effective interest method These benefits are unfunded.
and adjusted to the liability figure disclosed in the Balance The eligible employees are also entitled to other benefits such
Sheet. as loyalty plan, which are in the nature of Long Term Benefits,
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FORTUNE PARK HOTELS LIMITED
and are estimated based on variable elements affecting the disclosed after a careful evaluation of facts and legal aspects of
computations including performance ratings in the subsequent the matter involved.
appraisal cycle. Such plans are unfunded and are recognized in n) PROVISIONS
the Statement of Profit and Loss.
Provisions are recognised when, as a result of a past event, the
j) EMPLOYEE SHARE BASED COMPENSATION Company has a legal or constructive obligation; it is probable
The cost of stock options and stock appreciation units granted that an outflow of resources will be required to settle the
by ITC Limited, the Holding Company, to its eligible employees obligation; and the amount can be reliably estimated. The
deputed to the Company is recognised at fair value. These amount so recognised is a best estimate of the consideration
Schemes are in the nature of equity settled / cash settled share required to settle the obligation at the reporting date, taking
based compensation and are assessed, managed / administered into account the risks and uncertainties surrounding the
by the Holding Company. obligation. In an event when the time value of money is
material, the provision is carried at the present value of the cash
In case of stock options, the fair value of stock options at the
flows estimated to settle the obligation.
grant date is amortised on a straight line basis over the vesting
period and cost recognized as an employee benefits expenses o) CASH AND CASH EQUIVALENTS
in the Statement of Profit and Loss with a corresponding credit For the purpose of presentation in the cash flow statement,
in equity, net of reimbursements, if any. cash and cash equivalents include cash on hand, demand
In case of stock appreciation units, the fair value of stock deposits with banks, other short-term highly liquid investments
appreciation units at the grant date is initially recognised and with original maturities of three months or less that are readily
remeasured at each reporting date, until settled, and cost convertible to known amounts of cash and which are subject to
recognized as an employee benefits expenses in the Statement an insignificant risk of change in value.
of Profit and Loss with a corresponding increase in other p) EARNINGS PER SHARE
financial liabilities. Basic earnings per share computed by dividing the net profit
k) LEASES or loss for the period attributable to equity shareholders by the
Leases are recognised as a finance lease whenever the terms weighted average number of equity shares outstanding during
of the lease transfer substantially all the risks and rewards the period.
of ownership to the lessee. All other leases are classified as For the purpose of calculating diluted earnings per share, the net
operating leases. profit or loss for the period attributable to equity shareholders
Lease payables under operating leases are charged to the and the weighted average number of shares outstanding during
Statement of Profit and Loss on a straight-line basis over the the period is adjusted for the effects of all dilutive potential
term of the relevant lease unless the payments to the lessor are equity shares.
structured to increase in line with expected general inflation to q) SEGMENT REPORTING
compensate for the lessor’s expected inflationary cost increases. Operating segments are reported in a manner consistent with
l) TAXES ON INCOME the internal reporting provided to the chief operating decision-
Taxes on income comprises of current taxes and deferred taxes. maker (CODM). The CODM, who is responsible for allocating
Current tax in the Statement of Profit and Loss is provided as resources and assessing performance of the operating segments,
the amount of tax payable in respect of taxable income for has been identified as the Management Committee headed by
the period using tax rates enacted during the period, together the Managing Director.
with any adjustment to tax payable in respect of previous years. Note 2: Use of critical estimates and judgements
Income tax, in so far as it relates to items disclosed under Other The preparation of financial statements in conformity with
Comprehensive Income, are disclosed separately under Other generally accepted accounting principles requires management
Comprehensive Income, as applicable. to make estimates and assumptions that affect the reported
Deferred tax is recognized on temporary differences between amounts of assets and liabilities and disclosure of contingent
the carrying amounts of assets and liabilities and the amounts liabilities at the date of the financial statements and the results
used for taxation purposes (tax base), at the tax rates and tax of operations during the reporting period end. Although these
laws enacted or substantively enacted by the end of the period. estimates are based upon management’s best knowledge of
current events and action, actual results could defer from these
Deferred tax assets are recognized for the future tax
estimates.
consequences to the extent it is probable that future taxable
profits will be available against which the deductible temporary The estimates and underlying assumption are reviewed on an
differences can be utilised. ongoing basis. Revisions to accounting estimates are recognised
in the period in which the estimates is revised if the revision
Deferred tax assets and liabilities are offset when there is legally
affects only that period, or in the period of the revision and
enforceable right to offset current tax assets and liabilities and
future periods if the revision affects both current and future
when the deferred tax balances related to the same taxation
periods.
authority. Current tax assets and tax liabilities are offset where
the entity has a legally enforceable right to offset and intends The areas involving critical estimates or judgements are:
either to settle on net basis, or to realize the asset and settle the – Estimation of defined benefit obligations Note 10 and 14
liability simultaneously. – Contingent liability Note 25
m) CLAIMS – Impairment of trade receivables and other financial assets
Claims against the Company not acknowledged as debts are Note 6 (b) and 6 (d)
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Contractual obligations
Refer to note 22 for disclosure of contractual commitments for the acquisition of property, plant and equipment.
As at As at
31st March, 31st March,
2019 2018
Advance tax [Net of provisions ` 13,90,90,229 (Previous year ` 11,18,90,229)] 5,79,78,255 4,24,51,240
Total income tax assets (net) 5,79,78,255 4,24,51,240
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The Company has one class of equity shares having a par value of ` 10 per share. Each shareholder is eligible for one vote per share held. 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, the equity shareholders are
eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.
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a) The reconciliation of opening and closing balances of the present value of defined benefit obligations are as under :
Gratuity - funded
Present value of Fair value of Total Impact of asset Net amount
obligation plan assets ceiling
1st April, 2018 1,18,22,218 (1,04,16,464) 14,05,754 – 14,05,754
Current service cost 26,46,464 – 26,46,464 – 26,46,464
Past service cost – – – – –
Interest expense/(income) 8,03,080 (9,33,707) (1,30,627) – (1,30,627)
Change in asset ceiling, excluding amounts included in interest expense – – – 20,45,084 20,45,084
Total amount recognised in profit or loss 34,49,544 -9,33,707 25,15,837 20,45,084 45,60,921
Remeasurements
Return on plan assets, excluding amounts included in interest expense/(income) – 1,14,904 1,14,904 – 1,14,904
(Gain)/loss from change in demographic assumptions 19,582 – 19,582 – 19,582
(Gain)/loss from change in financial assumptions – – – – –
Experience (gains)/losses (6,25,047) – (6,25,047) – (6,25,047)
Change in asset ceiling, excluding amounts included in interest expense – – – – –
Total amount recognised in other comprehensive income (6,05,465) 1,14,904 (4,90,561) – (4,90,561)
Contributions:
Employers
Plan participants – (54,76,114) (54,76,114) – (54,76,114)
Benefit payments (22,28,982) 22,28,982 - – –
31st March, 2019 1,24,37,315 (1,44,82,399) (20,45,084) 20,45,084 –
The net liability disclosed above relates to funded and unfunded plans are as follows:
31st March, 2019 31st March, 2018
Present value of funded obligations 1,24,37,315 1,18,22,218
Fair value of plan assets (1,44,82,399) (1,04,16,464)
Funded status (20,45,084) 14,05,754
Effect of asset ceiling 20,45,084 –
Net defined benefit liability (asset) – 14,05,754
Major Category of Plan Assets as a % of the Total Plan Assets
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The sensitivity analysis below has been determined based on reasonably possible change of the respective assumptions occurring at the end of the reporting period, while holding all
other assumptions constant. These sensitivities show the hypothetical impact of a change in each of the listed assumptions in isolation. While each of these sensitivities holds all other
assumptions constant, in practice such assumptions rarely change in isolation and the asset value changes may offset the impact to some extent. For presenting the sensitivities, the pres-
ent value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting period, which is the same as that applied in calculating
the Defined Benefit Obligation presented above. There was no change in the methods and assumptions used in the preparation of sensitivity analysis from previous year.
Sensitivity Analysis
The Company deposits an amount determined at a fixed percentage of basic pay every month to the State administered Provident Fund for the benefit of the employees.
Accordingly, the Company’s contribution during the year that has been charged to statement of profit and loss amounts to ` 79,84,702 (Previous year :` 78,94,415).
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(b) Reconciliation of tax expense and the accounting profit multiplied by India’s tax rate
For the year ended For the year ended
31st March, 2019 31st March, 2018
Profit before income tax expenses 9,35,79,135 3,67,22,994
Indian tax rate 27.82% 27.55%
Tax based on normal tax rate 2,60,33,715 1,01,33,632
Items not considered while determining taxable profits 14,36,679 75,20,845
Effect of deferred tax balances due to changes in income tax rate notified under Income Tax Act, 1961 – (2,28,546)
Total tax expense 2,74,70,394 1,74,25,931
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Particulars Fair Value Hierarchy As at 31st March, 2019 As at 31st March, 2018
(Level) Fair value Fair value
A Financial Assets
a) Measured at fair value through profit or loss
i) Investment in mutual funds 1 12,13,86,658 9,95,15,133
Total financial assets 12,13,86,658 9,95,15,133
There are no transfers between Level 1, Level 2 and Level 3 during the year.
Note 19: Financial risk management
The Company’s activities expose it to primarily Credit Risk and Liquidity Risk, which are not material given the nature of business and limited risk undertaken by the Company.
The Company’s risk management framework is designed to bring robustness to the risk management processes within the company and to address the risks intrinsic to operations,
financials and compliances arising out of the overall strategy of the Company.
a) Liquidity risk
Liquidity risk is defined as the risk that the Company will not be able to settle or meet its obligations as they become due. The Company’s investment decisions relating to
deployment of surplus liquidity are guided by the tenets of safety, liquidity and return. The Company manages its liquidity risk by ensuring that it will always have sufficient
liquidity to meet its liabilities when due. Investments are made with a range of maturities, generally matching the projected cash flows and spreading the same across wide range
of counterparties.
The table below provides details regarding the remaining contractual maturities of significant financial liabilities at the reporting date.
Current
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Total – – – – –
* The tables have been drawn up based on undiscounted cash flows of financial liabilities based on the earliest date on which the Company can be required to pay. The
tables include both interest and principal cash flows.
b) Credit risk
Credit risk is the risk that counterparty will not meet its obligations under a contract which may lead to a financial loss to the Company. The Company is exposed to credit risk from
its operating activities (primarily trade receivables).
The Company has a policy of extending credit only after due approvals and evaluation in terms of the agreed terms. Based on negotiations, bank guarantee is also taken from some
of the customers to whom credit is extended, but adjustment to the same are made only based on mutual agreement. Such credit limits extended to trade receivables are monitored
by the management committee and protective action initiated to recover the amount. In view of the short nature of its trade receivables, the Company makes provision for bad and
doubtful debts on an individual basis. Write offs are made with the approval of the Board of Directors.
Trade receivables are initially measured at transaction value, which is the fair value and subsequently retained at cost less provision for impairment. Impairment losses are recognized
in the profit or loss where there is objective evidence that the Company will not be able to collect all the due amounts.
Interest is generally not charged and / or paid on customer balances.
There are no significant concentrations of credit risk with respect to trade receivables due to the diverse customer base. Our historical experience of collecting receivables, supported
by the level of default, so trade receivables are considered to be a single class of financial assets. All Customer balances which are overdue for more than 180 days are evaluated
for provision and considered for expected credit loss provision on an individual basis. Based on the historic trend and expected performance of the customers, the Company, has
computed expected credit loss allowances for doubtful receivables.
Movement in the provisions for impairment of trade receivables and contractually reimbursable cost is as follows:
iii) Other related parties with whom transactions have taken place during the year :
Associates International Travel House Limited
Entity under control of the ITC Group ITC Infotech India Limited
Joint Venture Maharaja Heritage Resorts Limited
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Transactions / balances Holding Company Other Related Parties Key Management Personnel
31st March, 31st March, 31st March, 31st March, 31st March, 31st March,
2019 2018 2019 2018 2019 2018
2 Purchase of services
- ITC Limited 13,94,760 3,82,305 – – – –
- International Travel House Limited – – 45,20,499 32,84,880 – –
- ITC Infotech India Limited – – 7,08,000 7,03,500 – –
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FORTUNE PARK HOTELS LIMITED
ITC ESOS:
Each Option entitles the holder thereof to apply for and be allotted ten ordinary shares of `1.00 each of ITC upon payment of the exercise price during the
exercise period. These options vest over a period of three years from the date of grant and are exercisable within a period of five years from the date of vesting.
The options have been granted at the ‘market price’ as defined under the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.
ITC ESAR:
Under the ITC ESAR Plan, eligible employees would receive cash linked to appreciation in the value of the shares of ITC in accordance with the terms and conditions of this
Plan. The stock appreciation units (SARs) vest over a period of five years from the date of grant and entitles each ESAR grantee to the appreciation for the total number
of ESAR Units vested.
(ii) The cost of stock options granted under ITC ESOS / SARs granted under ITC ESAR have been recognized as equity settled / cash settled share based payments respectively
in accordance with Ind AS 102 – Share Based Payment. In terms of said deputation arrangement, the Company has accounted for the cost of the fair value of options /
stock appreciation units granted to the deputed employees on-charge by ITC. The fair value of the options / SARs granted is determined, using the Black Scholes Option
Pricing model, by ITC for all the grantees covered under ITC ESOS / ITC ESAR as a whole.
(iii) The summary of movement of such stock options granted by ITC (ITC ESOS) and status of the outstanding options is as under:
Particulars As at As at
31st March, 2019 31st March, 2018
No. of Options No. of Options
Outstanding at the beginning of the year 64,329 3,11,986
Add: Granted during the year * – 27,815
Add : Effect of Bonus – –
Less: Lapsed during the year – 2,68,725
Less: Exercised during the year 12,906 6,747
Outstanding at the end of the year 51,423 64,329
Options exercisable at the end of the year 40,583 41,506
Options Vested and Exercisable during the year 11,983 13,036
* Includes Nil (Previous year 17,750) stock options granted to the Key Management Personnel of the Company. Since such stock options are not tradeable, no perquisite or
benefit is immediately conferred upon an employee by such grant.
Note : The Weighted average exercise price of the stock options granted to all optionees under the ITC ESOS is computed by ITC as a whole.
(iv) In accordance with Ind AS 102, an amount of ` 42,81,759 (Previous Year ` 2,64,74,501) towards ITC ESOS and `13,72,761 (Previous year - ` Nil) towards ITC ESAR has been
recognized as employee benefits expense (Refer Note 14). Such charge has been recognized as employee benefits expense with corresponding credit to current / non – current
financial liabilities, as applicable.
Out of the above, ` Nil (Previous Year ` 1,86,74,326) is attributable to key management personnel [Mr. Suresh Kumar ` Nil (Previous Year ` 1,86,74,326)] for ITC ESOS and
` 8,26,609 (Samir Mecherivalappil Chandrasekharan) (Previous year ` Nil) for ITC ESAR.
Note 28 The Financial statements were authorised for issue by the directors on 23rd April, 2019.
For Price Waterhouse Chartered Accountants LLP On behalf of the Board of Directors
Firm Registration No. : 012754N/N500016
Ashok Narayanaswamy Samir Mecherivalappil Chandrasekharan Jagdish Singh
Partner Managing Director Director
Membership Number : 095665 DIN 08064002 DIN 00042258
Place : Gurugram Place : Gurugram Place : Gurugram
Date : 23rd April, 2019 Date : 23rd April, 2019 Date : 23rd April, 2019
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