- Part 2: For the preceding part double click ID:nRSd6029Aa
operations
The assets and liabilities of foreign operations, including goodwill and fair
value adjustments arising on acquisition, are translated to Sterling at
exchange rates at the reporting date. The income and expenses of foreign
operations are translated to Sterling at exchange rates at the dates of the
transactions.
Foreign currency differences are recognised in other comprehensive income, and
presented in the foreign currency translation reserve (translation reserve) in
equity. However, if the operation is a non-wholly-owned subsidiary, then the
relevant proportionate share of the translation difference is allocated to the
non-controlling interests. When a foreign operation is disposed of such that
control, significant influence or joint control is lost, the cumulative amount
in the translation reserve related to that foreign operation is reclassified
to profit or loss as part of the gain or loss on disposal. When the Group
disposes of only part of its interest in a subsidiary that includes a foreign
operation while retaining control, the relevant proportion of the cumulative
amount is reattributed to non-controlling interests. When the Group disposes
of only part of its investment in an associate or joint venture that includes
a foreign operation while retaining significant influence or joint control,
the relevant proportion of the cumulative amount is reclassified to profit or
loss.
When the settlement of a monetary item receivable from or payable to a foreign
operation is neither planned nor likely in the foreseeable future, foreign
exchange gains and losses arising from such a monetary item are considered to
form part of a net investment in a foreign operation and are recognised in
other comprehensive income, and presented in the translation reserve in
equity.
2.8. Financial instruments
Financial assets and financial liabilities are recognised when a Group entity
becomes a party to the contractual provisions of a financial instrument.
Financial assets and financial liabilities are offset if there is a legally
enforceable right to set off the recognised amounts and interests and it is
intended to settle on a net basis.
Investments of the Group where the Group does not have control are designated
as at fair value through profit or loss on initial recognition. They are
measured at fair value. Unrealised gains and losses arising from revaluation
are recognised in profit or loss.
Investments in entities over which the Group has control are consolidated in
accordance with IAS 27.
The fair value of unquoted securities is estimated by the Directors using the
most appropriate valuation technique for each investment.
Securities quoted or traded on a recognised stock exchange or other regulated
market are valued by reference to the last available bid price.
2.9. Provisions
A provision is recognised in the statement of financial position when the
Group has a present legal or constructive obligation as a result of a past
event, and it is probable that an outflow of economic benefits will be
required to settle the obligation, and the obligation can be reliably
measured. If the effect is material, provisions are determined by discounting
the expected future cash flows at a pre-tax rate that reflects current market
assessments of the time value of money and, where appropriate, the risks
specific to the liability.
2.10. Standards and interpretations not yet effective
A number of new standards and amendments to standards are effective for annual
periods beginning after 1 April 2014; however, the Group has not applied the
following new or amended standards in preparing these consolidated financial
statements.
New/Revised International Financial Reporting Standards (IAS/IFRS) EU Effective Date (accounting periods commencing on or after)
IFRS 9 Financial Instruments Not yet endorsed
IASB effective date 1 January 2018
IFRS 14 Regulatory Deferral Accounts Not yet endorsed
IASB effective date 1 January 2016.
IFRS 15 Revenue from Contracts with Customers Not yet endorsedIASB effective 31 December 2017
Amendments to IFRS 10 IFRS 12 and IAS 28: Investment Entities: Applying the Consolidation Exception (issued on 18 December 2014) Not yet endorsed
IASB effective date 1 January 2016
Amendments to IAS 1: Disclosure Initiative (issued on 18 December 2014) Not yet endorsed
IASB effective date 1 January 2016
Annual Improvements to IFRSs 2012-2014 Cycle (issued on 25 September 2014) Not yet endorsed
IASB effective date 1 January 2016
Amendments to IFRS 10 and IAS 28: Sale or Contribution of Assets between an Investor and its Associate or Joint Venture (issued on 11 September 2014) Not yet endorsed
IASB effective date 1 January 2016 to be amended
Amendments to IAS 27: Equity Method in Separate Financial Statements (issued on 12 August 2014) Not yet endorsed
IASB effective date 1 January 2016
Amendments to IAS 16 and IAS 41: Bearer Plants (issued on 30 June 2014) Not yet endorsed
IASB effective date 1 January 2016
Amendments to IAS 16 and IAS 38: Clarification of Acceptable Methods of Depreciation and Amortisation (issued on 12 May 2014) Not yet endorsed
IASB effective date 1 January 2016
Amendments to IFRS 11: Accounting for Acquisitions of Interests in Joint Operations (issued on 6 May 2014) Not yet endorsed
IASB effective date 1 January 2016
Standards not yet effective, but available for early adoption EU Effective Date (accounting periods commencing on or after)
Amendments to IAS 19: Defined Benefit Plans: Employee Contributions (issued on 21 November 2013) 1 February 2015
Annual Improvements to IFRSs 2010-2012 Cycle (issued on 12 December 2013) 1 February 2015
Annual Improvements to IFRSs 2011-2013 Cycle (issued on 12 December 2013) 1 January 2015
IFRIC Interpretation 21 Levies (issued on 20 May 2013) 17 June 2014
EU Effective Date (accounting periods commencing on or after)
Amendments to IAS 19: Defined Benefit Plans: Employee Contributions (issued on
21 November 2013)
1 February 2015
Annual Improvements to IFRSs 2010-2012 Cycle (issued on 12 December 2013)
1 February 2015
Annual Improvements to IFRSs 2011-2013 Cycle (issued on 12 December 2013)
1 January 2015
IFRIC Interpretation 21 Levies (issued on 20 May 2013)
17 June 2014
The new or amended standards are not expected to have a significant impact on
the Group's consolidated financial statements.
3. Critical accounting estimates and assumptions
These disclosures supplement the commentary on financial risk management (see
note 19).
Key sources of estimation uncertainty
Determining fair values
The determination of fair values for financial assets for which there are no
observable market prices requires the use of valuation techniques as described
in accounting policy note 2.8. For financial instruments that trade
infrequently and have little price transparency, fair value is less objective,
and requires varying degrees of judgement depending on liquidity,
concentration, uncertainty of market factors, pricing assumptions and other
risks affection the specific instrument. See also "Valuation of financial
instruments" below.
Critical judgements in applying the Company's accounting policies
Critical judgements made in applying the Company's accounting policies
include:
Valuation of financial instruments
The Company's accounting policy on fair value measurements is discussed in
accounting policy note 2.8. The Company measures fair value using the
following hierarchy that reflects the significant of inputs used in making the
measurements:
· Level 1: Quoted market price (unadjusted) in an active market for and
identical instrument.
· Level 2: Valuation techniques based on observable inputs, either
directly (i.e. as prices) or indirectly (i.e. derived from prices). This
category included instruments valued using: quoted market prices in active
markets for similar instruments: quoted market prices for identical or similar
instruments in markets that are considered less than active; or other
valuation techniques where all significant inputs are directly or indirectly
observable from market data.
· Level 3: Valuation techniques using significant unobservable inputs.
This category includes all instruments where the valuation technique includes
inputs not based on observable data and the unobservable inputs have a
significant effect on the instrument's valuation. This category includes
instruments that are valued based on quoted prices for similar instruments
where significant unobservable adjustments or assumptions are required to
reflect differences between the instruments.
All the Company's investments measured at fair value have been valued on the
basis of Level 3 described above.
A reconciliation from the beginning balances to the ending balances for Level
3 investments is as follows:
2015 2014
£'000 £'000
Beginning of period 20,954 50,817
Reclassification to Level 1 - (4,724)
Disposals- fair value at beginning of period (3,181) (6,367)
Fair value adjustment (1,695) (18,772)
End of period 16,078 20,954
Financial instruments not measured at fair value
The carrying value of short-term financial assets and financial liabilities
(cash, debtors and creditors) approximate their fair value.
Estimated future legal fees
As described in note 17, the Company is engaged in litigation. A provision has
been made for the associated legal costs, but this amount cannot be calculated
with any certainty. The actual amount may differ significantly, and will
depend on the duration and complexity of the litigation, and the success or
otherwise in reaching settlement with the other parties.
4. Investment management fees and performance fees
The Investment Management Agreement with Indiareit Investment Management
Company ("Indiareit") expired on 31 December 2013. However, Indiareit
continues to provide investment management services to the Company with
performance fees being negotiated on an ad hoc basis and the Company has
continued to pay the regular investment management fee of US$198,000 per
annum. During the year, a performance fee of £642,000 arising from the
disposal of Jodhana (note 12) was paid to Indiareit. In carrying out the
valuation of Investments at Fair Value (note 10), the Directors have estimated
the performance fees which might be negotiated upon the disposal of individual
investments.
5. Other administration fees and expenses
2015 2014
£'000 £'000
Administration fees 162 170
Audit fees 53 65
Directors' fees (note 6) 239 302
Insurance 38 41
Legal fees 41 64
NOMAD & Broker 42 42
Valuations fees 32 63
Other professional costs 53 61
Other costs 79 148
739 956
6. Directors' remuneration
Details of Directors' remuneration during the year are as follows:
Martin Adams Pradeep Verma Stephen Coe John Chapman 2015Total 2014Total
£'000 £'000 £'000 £'000 £'000 £'000
Fixed fees 45 30 41 55 171 165
Payments under incentive plan 39 9 - 20 68 137
84 39 41 75 239 302
The Directors' Incentive Plan ("DIP") was approved by Shareholders on 29
November 2012, and provides for payments to Martin Adams, Pradeep Verma and
John Chapman amounting, in aggregate to 1.3% of amounts distributed to
shareholders. With effect from 1 September 2013, the remuneration and
nomination committee amended the rates to each of the Directors benefitting
from the DIP with each of their consents.
7. Taxation
There is no liability for income tax in the Isle of Man.
The Group is subject to income tax in Mauritius at the rate of 15% on the
chargeable income of Mauritian subsidiaries. The Mauritius subsidiaries are,
however, entitled to a tax credit equivalent to the higher of the foreign tax
paid and a deemed credit of 80% of the Mauritian tax on their foreign source
income. No provision has been made in the financial statements due to the
availability of tax losses.
8. Loss per share
Basic loss per share is calculated by dividing the net loss attributable to
equity shareholders of the parent by the weighted average number of ordinary
shares outstanding during the year.
2015 2014
Loss attributable to equity shareholders of the parent (£'000) (4,289) (9,541)
Weighted average number of ordinary shares (thousands) 210,682 210,682
for the purposes of basic loss per share
Basic loss per share (pence) (2.0) p (4.5) p
There is no difference between fully diluted loss per share and basic loss per
share.
9. Distributions
The Company made a distribution of 2.5 p per share on 22 August 2014,
amounting in total to £5.3 million (2014: distribution of 5 p per share on 6
September 2013, amounting in total to £10.5 million).
10. Investments in subsidiaries
The Company has the following subsidiaries incorporated in Mauritius. They are
recorded at cost in the financial statements of the Company less provision for
impairment.
Name Proportion of ownership interest
At 31 March 2015 At 31 March 2014
Trinity Capital Mauritius Limited 100% 100%
Trinity Capital (One) Limited 67% 67%
Trinity Capital (Four) Limited 100% 100%
Trinity Capital (Five) Limited 59% 59%
Trinity Capital (Ten) Limited 12% 12%
Trinity Capital (Seventeen) Limited 100% 100%
Trinity Capital (Nineteen) Limited 100% 100%
In addition to above, the Company has or had an interest in the following
entities:
(a) Uppals IT Projects Private Limited: Trinity Capital (One) Limited held
100% of the total equity share capital at 31 March 2015.
(b) Jodhana Developers Private Limited: Trinity Capital (Seventeen) Limited
held over 98% of the total equity share capital but only 48.48% of the voting
rights and 49% of the economic interest until its disposal on 18 July 2014.
The financial statements of the subsidiaries in India are not consolidated in
these financial statements, as they do not meet all the criteria for
consolidation as required by IAS 27.
11. Investments - designated at fair value through profit or loss
The Group holds full or partial ownership interests in three unquoted Indian
companies.
CBRE conducted an independent valuation (acting as external valuers) of the
development property owned by Lokhandwala Kataria Constructions Pvt. Ltd. as
at 31 March 2015 and of the development property owned by Uppals IT Project
Pvt. Ltd. ("Uppals") as at 31 March 2014. Based on CBRE's valuation of the
development properties and taking into account uncertainties identified in
completion of the project, which were carried out in accordance with the
valuation guidelines of The Royal Institution of Chartered Surveyors, the
Directors valued the Group's interest in the equity interests held in each of
the Indian companies. CBRE also carried out certain Agreed Upon Procedures to
test these computations of the fair value of Group's interest.
CBRE has made certain assumptions regarding the density of the Lokhandwala
project and its timings to completions. There are significant uncertainties
surrounding these assumptions and accordingly the Directors have assessed a
number of the risks and discounted the CBRE valuation accordingly.
As no development has taken place at Uppals and there have been no significant
changes in the local market or Uppals itself since March 2014, the Directors
have adopted the March 2014 valuation of the Group's interest in Uppals in
these March 2015 accounts, subject to an adjustment for currency movements.
The value of the investment DB (BKC) Realtors Private Limited (MK Malls) is
based on the net sales proceeds to be received under the terms of a draft (but
not yet binding) sales agreement.
The Directors' valuations are based (where appropriate) on a discounted cash
flow methodology. The methodology uses the cash-flow data generated by CBRE
(which in turn is partially based on company-generated cash flows) and
observable market data on interest rates and equity returns. The discount
rates used for valuing equity securities are determined based on historic
equity returns for other entities operating in the same industry for which
market returns are observable. The Board uses models to adjust the observed
equity returns to reflect the actual debt/equity financing structure of the
investment. The discount rate applied varies from project to project to take
account of the estimated risk of about 19%.
The investments are in projects for which there is very little or no market
comparable information. Consequently the valuations are dependent on
assumptions which are the subject of judgement, and a large range of possible
valuations can be deduced. Due to the inherent uncertainty associated with the
determination of the valuations, the amount realised on disposal may differ
materially from the carrying amount in the financial statements. The impact of
such uncertainty cannot be quantified
Investments are recorded at fair value are as follows:
2015 2014
£'000 £'000
Beginning of year 25,465 50,817
Disposals- fair value at beginning of period (7,692) (15,745)
Fair value adjustment (1,695) (9,607)
End of year 16,078 25,465
The fair value adjustment consists of:
2015 2014
£'000 £'000
Change of investment values measured in Indian Rupees (2,970) (3,661)
Appreciation/(depreciation) of Rupee against Sterling 1,275 (5,946)
Fair value adjustment as above (1,695) (9,607)
Reversal of previously unrealised write-downs of investments disposed during the year (forming part of the realised loss on disposals recorded in note 12) 9,607 22,160
Fair value movement as in Statement of Comprehensive Income 7,912 12,553
IFRS 13, Fair Value Measurement requires disclosure, by class of financial
instruments, if the effect of changing one or more inputs to reasonably
possible alternative assumptions would result in a significant change to the
fair value measurement. The information used in determination of the fair
value of Level 3 investment is chosen with reference to the specific
underlying circumstances and position of the investee company. On that basis,
the Board believe that the impact of changing one or more of the inputs to
reasonably possible alternative assumptions would not change the fair value
significantly.
Fair value hierarchy of investments
The financial assets measured at fair value are valued using a fair value
hierarchy as described in Note 3.
12. Disposals of investments
The Group disposed of all of its holding in Jodhana and in SKIL during the
year:
1 April 2014 to 31 March 2015 Jodhana SKIL Total
£'000 £'000 £'000
Net proceeds 3,059 1,824 4,883
Cost (6,060) (11,239) (17,299)
Realised loss on disposal of investments (3,001) (9,415) (12,416)
Disposals in the prior year were as below:
1 April 2013 to 31 March 2014 Luxor Cyber City
£'000
Net proceeds 13,775
Cost (37,905)
Realised loss on disposal of investments (24,130)
13. Cash and cash equivalents
2015 2014 2015 2014
Group Group Company Company
£'000 £'000 £'000 £'000
Cash held with banks 1,109 1,423 942 1,213
Money market funds 5,272 6,190 5,204 6,190
6,381 7,613 6,146 7,403
14. Provision for future legal costs
The Company is engaged in a dispute, as described in note 17, with Immobilien
Development Indien I GmbH & Co. KG ("Immobilien I") and Immobilien Development
Indien II GmbH & Co. KG ("Immobilien II"), being limited partnerships
incorporated in Germany, both sponsored by SachsenFonds Holding GmbH. A
provision was established in March 2012 for the amount of the estimated legal
costs yet to be incurred in the litigation. A provision of £2 million (2014:
£2 million) is retained for the estimate of future legal costs associated with
the dispute.
There can of course be no certainty as to the accuracy of these provisions.
The actual amount may differ significantly, and will depend on the duration
and complexity of the litigation, and the success or otherwise in reaching
settlement with the other parties.
15. Share capital
The authorised share capital at 31 March 2015 and 31 March 2014 and the issued
and fully paid share capital at the same dates were as follows:
Authorised Issued and fully paid
No. of Shares £ No. of Shares £
Ordinary shares of 1 pence each 416,750,000 4,167,500 210,432,498 2,104,325
Deferred shares of 1 pence each 250,000 2,500 250,000 2,500
417,000,000 4,170,000 210,682,498 2,106,825
The Deferred Shares rank pari passu with the Ordinary Shares save that the
Deferred Shares have no right to dividends or voting rights or the right to
receive notice of or attend any general meeting. On the return of capital in a
winding-up of the Company or otherwise (other than re-purchases or redemptions
of shares authorised by special resolution), the Deferred Shares have the
right to return of par value paid up thereon in priority to the return of the
par value paid up on the Ordinary Shares.
Group capital comprises share capital and reserves.
Neither the Company nor any of its subsidiaries are subject to externally
imposed capital requirements.
16. Net asset value (NAV)
The NAV per share is calculated by dividing the net assets attributable to the
equity holders of the Company at the end of the year by the number of shares
in issue as at 31 March 2015.
2015 2014
Net assets (£'000) 18,586 28,136
Number of shares in issue (note 15) 210,682,498 210,682,498
NAV per share (pence) 8.8 13.4
17. Contingent Liabilities
On 12 January 2011 the Company received a notification of claim from
Immobilien I and Immobilien II. In addition to the Company, the notification
was addressed to TCML, Trikona Advisers Ltd. ("TAL", the former investment
adviser of the Company,) private persons who together controlled TAL, and TSF
Advisers Mauritius Limited (a joint venture between TAL and SachsenFonds Asset
Management GmbH). On 13 July 2011, the Supreme Court in Mauritius set aside
the claim lodged by Immobilien I and Immobilien II on jurisdictional grounds.
Immobilien I and Immobilien II appealed against that decision on 26 July 2011,
and the appeal was heard on 9 July 2015. The appeal court reserved its
judgement, and no decision has yet been given.
By way of background, in November 2007 and May 2008 Immobilien I and
Immobilien II purchased from TCML interests in various Mauritian companies
(the "TC Companies") which in turn owned equity stakes in Indian investment
vehicles (the "Indian Companies") which held certain of the Company's
development projects in India (the "Transactions"). Accordingly, Immobilien I
and/or Immobilien II were partners with TCML in various Mauritian companies in
respect of five development projects in India. One Mauritian TC Company was
sold in its entirety to Immobilien I and Immobilien II. In aggregate,
Immobilien I and Immobilien II paid £86.4 million for investments in which the
Company had invested £41.8 million. The contracts included legal provisions in
the relevant documentation whereby the Group would be obliged to make good to
the acquirer the economic loss which would arise upon the non-fulfilment of
certain conditions in the contractual arrangements.
The amount claimed by Immobilien I and Immobilien II in the original pleading
was their original cost of the investments, being nearly E116 million, plus
amounts to compensate for prejudice, trouble, annoyance, interest and costs.
The Board remains fully committed to defending the claims made by Immobilien I
and Immobilien II. The Directors do not consider it necessary to provide for
the claims in the financial statements, but the Company maintains a provision
of £2 million for future legal costs to defend the actions.
18. Commitments
There were no outstanding contractual commitments at the year-end (2014:
nil).
19. Financial risk management
The Group's activities expose it to a variety of financial risks: market risk
(including currency risk, market price risk and interest rate risk), credit
risk and liquidity risk.
Risk management is carried out by the Board, with assistance from the
Investment Manager to the extent possible and as appropriate.
(a) Market risk
(i) Foreign exchange risk
The Group operates internationally and is exposed to foreign exchange risk
arising from various currency exposures, primarily with respect to the Indian
Rupee. Foreign exchange risk arises from future commercial transactions,
recognised monetary assets and liabilities and net investments in foreign
operations.
Net assets denominated in Indian Rupee at the year-end amounted to £16.1
million (2014: £25.9 million).
At 31 March 2015, had the exchange rate between the Indian Rupee and Sterling
increased or decreased by 5% with all other variables held constant, the
increase or decrease respectively in net assets would amount to approximately
£0.8 million (2014: £1.3 million).
The Group does not hedge against foreign exchange movements.
(ii) Market price risk
The Group is exposed to market price risk arising from its investment in
equity investments. All these securities present a risk of capital loss. The
Board and the Investment Manager are responsible for the selection of
investments and monitoring exposure to market risk. All investments are in
Indian companies.
If the value of the group's investment portfolio had increased by 5%, the
Group's net assets would have increased by £0.8 million (2014: £1.3 million).
A decrease of 5% would have resulted in equal and opposite decrease in net
assets.
The Group is exposed to property price risk, property rentals risk and the
normal risks of property development through its investment in Indian real
estate companies.
(iii) Cash flow and fair value interest rate risk
The Group's cash and cash equivalents are invested at short term market
interest rates.
The table below summarises the Group's exposure to interest rate risks. It
includes the Groups' financial assets and liabilities at the earlier of
contractual re-pricing or maturity date, measured by the carrying values of
assets and liabilities.
Less than1 month 1-3months 3 monthsto 1 year 1-5 years Over 5years Non-interestbearing Total
31 March 2015 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Financial assets
Investments at fair value through profit or loss - - - - - 16,078 16,078
Trade and other receivables - - - - - 3 3
Cash and cash equivalents 6,381 - - - - - 6,381
Prepayments - - - - - 13 13
Total financial assets 6,381 - - - - 16,094 22,475
Financial liabilities
Provision for legal costs - - - - - 2,000 2,000
Trade and other payables - - - - - 345 345
Total financial liabilities - - - - - 2,345 2,345
Total interest rate sensitivity gap 6,381 - - - - - -
Less than1 month 1-3months 3 monthsto 1 year 1-5 years Over 5years Non-interestbearing Total
31 March 2014 £'000 £'000 £'000 £'000 £'000 £'000 £'000
Financial assets
Investments at fair value through profit or loss - - - - - 25,465 25,465
Trade and other receivables - - - - - 39 39
Cash and cash equivalents 7,613 - - - - - 7,613
Prepayments - - - - - 10 10
Total financial assets 7,613 - - - - 25,514 33,127
Financial liabilities
Provision for legal costs - - - - - 2,000 2,000
Trade and other payables - - - - - 411 411
Total financial liabilities - - - - - 2,411 2,411
Total interest rate sensitivity gap 7,613 - - - - - -
(b) Credit risk
Credit risk arises on investments, cash balances and debtor balances. The
amount of credit risk is equal to the amounts stated in the statement of
financial position for each of these assets. Cash balances are limited to
high-credit-quality financial institutions. There are no impairment provisions
as at 31 March 2015 (2014: nil).
(c) Liquidity risk
Prudent liquidity risk management implies maintaining sufficient cash and
marketable securities, the availability of funding through an adequate amount
of committed credit facilities and the ability to close out market positions.
The Company aims to maintain flexibility in funding.
Residual undiscounted contractual maturities of financial liabilities:
31 March 2015 Less than1 month 1-3months 3 monthsto 1 year 1-5 Over 5Years No stated maturity
years
£'000 £'000 £'000 £'000 £'000 £'000
Financial liabilities
Provision for legal costs - - - - - 2,000
Trade and other payables 345 - - - - -
345 - - - - -
31 March 2014 Less than1 month 1-3months 3 monthsto 1 year 1-5 Over 5Years No stated maturity
years
£'000 £'000 £'000 £'000 £'000 £'000
Financial liabilities
Provision for legal costs - - - - - 2,000
Trade and other payables 411 - - - - -
411 - - - - 2,000
20. Related party transactions
Graham Smith is a Director of the Company, and a Director of the
Administrator. He has received no Directors' fees from the Company during the
year (2014: nil). The fees paid by the Company to the Administrator (excluding
VAT) for the year amounted to £0.1 million (2014: £0.1 million).
Details of Directors' remuneration during the year are given in note 6.
21. Subsequent events
There were no significant subsequent events.
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