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Scheduleforming part of the Balance Sheet - Domain-b

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Annual Report 2007-2008<br />

Notes on Consolidated <strong>Balance</strong> <strong>Sheet</strong> and Pr<strong>of</strong>it and Loss Account (Contd.)<br />

f) Guarantees given to bankers:<br />

St. James Court Hotel Limited owns <strong>the</strong> leasehold interest in a property in London, such interest having been assigned<br />

to it in an earlier year by a subsidiary company (under liquidation) on <strong>the</strong> basis <strong>of</strong> a licence granted by <strong>the</strong> landlord <strong>of</strong><br />

<strong>the</strong> property, Scottish Widows’ Fund and Life Assurance Society. The licence was granted for such assignment upon<br />

<strong>the</strong> guarantee from <strong>the</strong> Company for <strong>the</strong> due performance and observance by St. James Court Hotel Limited <strong>of</strong> <strong>the</strong><br />

covenants and conditions contained in <strong>the</strong> licence. The obligations <strong>of</strong> <strong>the</strong> Company in favour <strong>of</strong> <strong>the</strong> landlord shall<br />

remain in force throughout <strong>the</strong> full term <strong>of</strong> <strong>the</strong> lease, including any renewals.<br />

g) Undertakings given:<br />

The Group has given <strong>the</strong> following undertakings as at <strong>the</strong> <strong>Balance</strong> <strong>Sheet</strong> date:<br />

i. An undertaking to <strong>the</strong> bankers <strong>of</strong> TLRL by TIHK., for non-disposal <strong>of</strong> its shares in TLRL in consideration <strong>of</strong> <strong>the</strong><br />

banks providing loan facilities to TLRL. TIHK holds 24.16% ordinary shares <strong>of</strong> TLRL as at March 31, 2008.<br />

ii. TIHK has agreed to subordinate 50% <strong>of</strong> its basic management fees and 100% <strong>of</strong> its incentive fees due from TLRL<br />

in lieu <strong>of</strong> a bank having extended loan facilities to TLRL. No amount <strong>of</strong> fee has remained unpaid on account <strong>of</strong><br />

this subordination as at March 31, 2008.<br />

iii. The Group has entered into a Share Retention Agreement with International Finance Corporation, Washington,<br />

USA (“IFC”) in November 2003, in consideration <strong>of</strong> IFC having provided loan facilities to a subsidiary <strong>of</strong> a<br />

jointly controlled entity, Taj Maldives Private Limited (“TMPL”). The Group, <strong>of</strong> which TIHK is a member, has<br />

also agreed to maintain at least a 26% aggregate effective shareholding in TMPL and to retain effective control <strong>of</strong><br />

TMPL, so long as any amount remains outstanding under <strong>the</strong> loan agreement between TMPL and IFC.<br />

iv. The Group has given an undertaking to a lender <strong>of</strong> Taj Air Limited (TAL) not to transfer, assign, dispose <strong>of</strong> or<br />

encumber its holding in <strong>the</strong> shares <strong>of</strong> TAL without <strong>the</strong> said lender’s prior written approval, except for changes in<br />

<strong>the</strong> shareholding <strong>of</strong> TAL between specified entities<br />

10. Finance and Operating Leases:<br />

a) IHMS formed IHMS LLC (“New York LLC”) under <strong>the</strong> laws <strong>of</strong> <strong>the</strong> State <strong>of</strong> Delaware, U.S.A. The New York LLC<br />

was formed to acquire <strong>the</strong> lease with 795 Fifth Avenue Corporation, its affiliates 795 Fifth Avenue Limited Partner<br />

ship, Barneys New York and individual a<strong>part</strong>ment owners, which encompass <strong>the</strong> facilities <strong>of</strong> <strong>the</strong> Hotel Pierre.<br />

The New York LLC has entered into lease agreements for <strong>the</strong> use <strong>of</strong> various facilities at <strong>the</strong> Hotel Pierre for <strong>the</strong> purpose<br />

<strong>of</strong> operating a hotel business. Under <strong>the</strong> terms <strong>of</strong> <strong>the</strong> various Agreements, <strong>the</strong> New York LLC is required to:<br />

i. provide an irrevocable unconditional letter <strong>of</strong> credit in <strong>the</strong> amount <strong>of</strong> $ 5 million, as to be renewed annually until<br />

expiration <strong>of</strong> <strong>the</strong> lease.<br />

ii. spend not less than $35 million on renovations <strong>of</strong> <strong>the</strong> property not later than June 30, 2007.<br />

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