| SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis
of Presentation The
consolidated financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities
and Exchange Commission ("SEC") and include the accounts of the Company and its subsidiaries. The consolidated financial statements have
been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles ("GAAP") of the United
States. Principles
of Consolidation The
consolidated financial statements include the accounts and transactions of the Company, its wholly owned subsidiary, Sunalpha and its
subsidiary, PRAMA which the Company owns a 51% equity interest in. PRAMA was acquired on April 22, 2019 and was deconsolidated on January
1, 2020. Through PRAMA, the Company has an approximate 15% equity interest in PCW, which through December 31, 2019 was accounted for
under the equity method, but this was stopped on January 1, 2020 when PRAMA was deconsolidated. The Company does not exercise significant
influence over PRAMA and does not account for PRAMA as an equity investee. All significant inter-company accounts and transactions are
eliminated in consolidation. Reclassification For
the fiscal year ending March 31, 2020 certain accounts have been reclassified to conform to the current year's presentation. Such reclassification
had no impact on net loss or total assets. As
a result of the acquisition of PRAMA, during the quarter ended June 30, 2019, the Company made a change to its segment reporting structure
which resulted in two segments 1) eCommerce Aggregator and 2) Hospitality. As a result, certain prior year amounts have been reclassified
to conform to the current year’s presentation, that is they have been classified as relating to the eCommerce Aggregator business.
The change in segment structure had no effect on previously reported total net revenues, cost of revenues and other operating expenses,
other expenses, net, net loss, basic and fully diluted earnings per share. On January 1, 2020 the Company reverted to a single segment
company with the deconsolidation of PRAMA. Otherwise,
we have not reclassified other prior-period amounts to conform to the current-period presentation. Certain columns and rows may not add
due to the use of rounded numbers. Use
of Estimates The
preparation of financial statements in conformity with U.S. GAAP requires management to make estimates, judgments and assumptions that
affect the amounts reported and disclosed in the financial statements and the accompanying notes. The Company bases its estimates on
historical experience and on various other assumptions that are believed to be reasonable, the results of which form the basis for making
judgments about the carrying values of assets and liabilities. Such estimates primarily relate to unsettled transactions and events as
of the date of the financial statements. Accordingly, actual results may differ from estimated amounts. Our
significant estimates include elements of revenue recognition, the application of fair value estimates for the purchase price allocation
on the acquisition of PRAMA, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, costs to be capitalized
as well as the useful life of capitalized software and income taxes. The use of different estimates or assumptions in determining the
fair value of our goodwill, indefinite-lived and definite-lived intangible assets may result in different values for these assets, which
could result in an impairment or, in the period in which an impairment is recognized, could result in an impairment charge. The Company
has recognized an impairment charge for the year ended March 31, 2020. Revenue
Recognition In
May 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 2014-09, Revenue from Contracts with Customers (“Topic
606”): Topic 606 which supersedes nearly all existing revenue recognition guidance under U.S. GAAP. The core principle of Topic
606 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration
that is expected to be received for those goods or services. Topic 606 defines a five-step process to achieve this core principle and,
in doing so, it is possible more judgment and estimates may be required within the revenue recognition process than are required under
existing U.S. GAAP, including identifying performance obligations in the contract, estimating the amount of variable consideration to
include in the transaction price and allocating the transaction price to each separate performance obligation, among others. Topic 606
also provides guidance on the recognition of costs related to obtaining customer contracts. Topic
606 was effective as of April 1, 2018, for the Company, using either of two methods: (1) retrospective application of Topic 606 to each
prior reporting period presented with the option to elect certain practical expedients as defined within Topic 606 or (2) retrospective
application of Topic 606 with the cumulative effect of initially applying Topic 606 recognized at the date of initial application and
providing certain additional disclosures as defined per Topic 606. We adopted Topic 606 pursuant to the method (2) and we determined
that any cumulative effect for the initial application did not require an adjustment to accumulated deficit at April 1, 2018. For
revenue recognition arrangements that we determine are within the scope of Topic 606, we perform the following five steps: (i) identify
the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv)
allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies
a performance obligation. We only apply the five-step model to arrangements that meet the definition of a contract under Topic 606, including
when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers
to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, we evaluate the goods or
services promised within each contract related performance obligation and assess whether each promised good or service is distinct. We
then recognize as revenue the amount of the transaction price that is allocated to the respective performance obligation when (or as)
the performance obligation is satisfied. Our
significant estimates include elements of revenue recognition, the application of fair value estimates for the purchase price allocation
on the acquisition of PRAMA, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, costs to be capitalized
as well as the useful life of capitalized software and income taxes. The use of different estimates or assumptions in determining the
fair value of our goodwill, indefinite-lived and definite-lived intangible assets may result in different values for these assets, which
could result in an impairment or, in the period in which an impairment is recognized, could result in an impairment charge. The Company
has recognized an impairment charge for the year ended March 31, 2020. The
following is a description of the Company’s principal activities, separated by reportable segments, from which the Company generates
its revenue. eCommerce
Aggregator revenues: Air,
Rail and Bus Ticketing Vacation
Packages. Other
Revenue. Hospitality
Revenues: Hospitality
Services.
Room revenue: Revenue from
hotel operations where customers book rooms and banquets/conference rooms is recognized based on the period for which the customer
completes the transaction (i.e. the stayed night occurs or a deposit cancellation provision elapses). Payment is typically received
upon check-out. For room revenue, the Company recognizes revenue over time.
Food & beverages revenue:
The Company provides food and beverages that customer consumes as they are provided. The performance obligation is satisfied at point
in time. The Company recognizes revenue at the time of sale only.
Management Fees from Operation
& Maintenance Properties: Revenue under management contracts is recognized on the attainment of certain financial results, primarily
operating earnings, as specified in each contract. Management fees are typically billed and paid monthly. A time-elapsed output method
is used to measure progress and provides a faithful depiction of the transfer of services to the customer as the value transferred
to the customer is substantially the same over time. Fees are variable with the uncertainty of base fees being resolved monthly and
the uncertainty of incentive fees being resolved annually. These fees are included in revenue to the extent that it is probable that
a significant reversal of cumulative revenue will not occur once the uncertainty is resolved. Practical
expedients . The
Company has elected the practical expedient to not disclose revenue related to remaining performance obligations that are part of a contract
with an original expected duration of one year or less, and to not consider the effects of significant financing components in the transaction
price when the duration of financing is one year or less. The
Company has elected certain of the optional exemptions from the disclosure requirement for the remaining performance obligations for
specific situations in which an entity need not estimate variable consideration. Cost
of Revenues Cost
of revenue is the amount paid or accrued against procurement of these services and products from the respective suppliers and do not
include any other operating cost to provide these services or products. Cost of revenue is recognized when incurred, which coincides
with the recognition of the corresponding revenue. Other
operating expenses Other
operating expenses includes Selling, general and administrative expenses, Legal and consulting expenses and Depreciation and amortization. Selling,
general and administrative expenses include, direct operating expenses, general and administrative expenses such as business promotion
costs, utilities, rent, payroll, which are recognized on an accrual basis. Legal
and consulting expenses are recognized on an accrual basis. Depreciation
and amortization costs are amortized over the estimated useful lives of the assets. Cash
and Cash Equivalents The
Company considers all highly liquid debt instruments with maturity of three months or less, to be cash equivalents. The Company maintains
its cash in bank accounts in the U.S. and India, which at times may not be covered by, or exceed the coverage limit of the Deposit Insurance
and Credit Guarantee Corporation of India. The Company does not believe that this results in significant credit risk. As of March 31,
2020, and March 31, 2019, the cash balance in financial institutions in India was $329,361 and $360,210, respectively. Receivables
and Credit Policies Accounts
receivables are stated at the amount management expects to collect. An allowance for doubtful accounts is recorded, as a charge to bad
debt expense, where collection is considered to be doubtful due to credit issues. These allowances together reflect the Company's estimate
of potential losses inherent in accounts receivable balances, based on historical loss and known factors impacting its customers. The
Company does not accrue interest on past due receivables. The
Company performs periodic analyses of each customer’s outstanding accounts receivable balance and assesses, on an account-by-account
basis, whether the allowance for doubtful accounts needs to be adjusted based on currently available evidence such as historical collection
experience, current economic trends and changes in customer payment terms. In accordance with the Company’s policy, if collection
efforts have been pursued and all reasonable and contractually available avenues for collections exhausted, accounts receivable would
be written off as uncollectible. Property
and Equipment Property
and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed on a straight-line
basis over the estimated useful lives of the assets. The Company charges repairs and maintenance costs that do not extend the lives of
the assets to expenses as incurred. Intangible
Assets Intangible
assets with indefinite useful lives consist exclusively of trademarks and are tested for impairment annually, or whenever events or indicators
of impairment occur between annual impairment tests. Management expects to use the trademarks indefinitely. Intangible
assets that have limited useful lives are amortized on a straight-line basis over the shorter of their useful or legal lives. Intangible
assets with definite useful lives are reviewed for impairment whenever events or changes in circumstances indicate that the carrying
value of an asset may not be recoverable. The
fair value of the trade names is determined using a discounted cash flow analysis based on the relief-from-royalty approach. The
relief-from-royalty approach is an income approach that utilizes certain market information by reference to the amount of royalty income
we could generate if the trade names were licensed, in an arm’s length transaction, to a third party. Based on a comparison
of our trade names to the guideline transactions, including an assessment of industry conditions, the age of the trademark/trade name,
degree of consumer recognition and life cycle of the brand, a reasonable royalty rate is estimated for the trade names. The principal
factors used in the discounted cash flow analysis requiring judgment are the projected net sales, discount rate, royalty rate and terminal
value assumptions. Goodwill Goodwill
is assigned to our reporting units based on the expected benefit from the synergies arising from each business combination, determined
by using certain financial metrics. The reporting units are aligned with our reporting segments. Goodwill is not amortized, but the Company
tests goodwill for impairment each year or more frequently should facts and circumstances indicate that it is more likely than not that
the fair value of a reporting unit is less than the carrying amount. As part of the impairment test, we may elect to perform an assessment
of qualitative factors. If this qualitative assessment indicates that it is more likely than not that the fair value of a reporting unit,
including goodwill, is less than its carrying amount, or if we elect to bypass the qualitative assessment, we would then proceed with
a quantitative assessment. The quantitative assessment involves calculating an estimated fair value of each reporting unit based on projected
future cash flows and comparing the estimated fair values of the reporting units to their carrying amounts, including goodwill. If the
estimated fair value of the reporting unit exceeds its carrying value, including goodwill, no impairment is recognized. However, if the
carrying amount of a reporting unit, including goodwill, exceeds its fair value, an impairment loss is recognized in an amount equal
to the excess, limited to the total goodwill balance of the reporting unit. We recorded an impairment charge for the year ended March
31, 2020 on January 1, 2020 when we deconsolidated PRAMA. Impairment
of Long-lived Assets The
Company records an impairment of long-lived assets used in operations, other than goodwill, when events or circumstances indicate that
the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets over their remaining lives are
less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced to fair value, which is typically
calculated using the discounted cash flow method. We recorded an impairment charge to long-lived assets for the year ended March
31, 2020 on January 1, 2020 when we deconsolidated PRAMA and recognized the effects of the pandemic. Business
Combinations When
acquiring other businesses or participating in mergers or joint ventures in which we are deemed to be the acquirer, we generally recognize
identifiable assets acquired, liabilities assumed and any noncontrolling interests at their acquisition date fair values, and separately
from any goodwill that may be required to be recognized. Goodwill, when recognizable, would be measured as the excess amount of
any consideration transferred, which is generally measured at fair value, over the acquisition date fair values of the identifiable assets
acquired and liabilities assumed. On
the date of acquisition and deconsolidation, the assets acquired, liabilities assumed, and any noncontrolling interests in the acquiree
are recorded at their fair values and removed at their carrying values. The acquiree's results of operations are also included in our
consolidated results as of the date of acquisition. Intangible assets that arise from contractual/legal rights or are capable of being
separated are measured and recorded at fair value and amortized over the estimated useful life. Accounting
for such transactions requires us to make significant assumptions and estimates. These include, among others, any estimates or assumptions
that may be made for the amounts of future cash flows that will result from any identified intangible assets, the useful lives of such
intangible assets, the amount of any contingent liabilities, including contingent consideration, to record at the time of the acquisition
and the fair values of any tangible assets acquired and liabilities assumed. Although we believe any estimates and assumptions,
we make to be reasonable and appropriate at the time they are made, unanticipated events and circumstances may arise that affect their
accuracy, causing actual results to differ from those estimated by us. Foreign
Currency Translation The
functional currency of the Company and the currency of the primary economic environment in which it operates is the Indian Rupee. Monetary
assets and liabilities in foreign currencies are re-measured into the functional currency at the rates of exchange prevailing at the
balance sheet dates. Transactions in foreign currencies are re-measured into functional currency at the rates of exchange prevailing
on the date of the transaction. All transaction foreign exchange gains and losses are recorded in the accompanying consolidated statements
of operations. The
assets and liabilities of the subsidiaries for which the functional currency is other than the U.S. dollar are translated into U.S. dollars,
the reporting currency, at the rate of exchange prevailing on the balance sheet dates. Revenues and expenses are translated into U.S.
dollars at average exchange rates in effect for the periods presented. Resulting translation adjustments are included in accumulated
other comprehensive income (loss) within stockholders’ equity (deficit). Earnings
and loss per share Basic
earnings (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted average common
shares outstanding for the period. In periods in which a net loss has been incurred, all potentially dilutive common shares are considered
anti-dilutive and thus are excluded from the calculation. Diluted
earnings per share gives effect to all dilutive potential common shares outstanding during the period. Potentially dilutive common shares
may consist of incremental shares issuable upon the exercise of stock options and warrants and the conversion of notes payable to common
stock. The computation of diluted earnings per share does not assume conversion, exercise or contingent exercise of securities that would
have an anti-dilutive effect. The Company has outstanding convertible debt and outstanding warrants which have been excluded from the
calculation of diluted net loss per share as their effect would be anti-dilutive. Promotion
and Advertising expenses We
incur advertising expense consisting of offline costs, including newspaper and media advertising, and online advertising expense to promote
our brands. We expense the production costs associated with advertisements in the period in which the advertisement first takes place.
We expense the costs of communicating the advertisement (e.g., newspaper, short message service (“SMS”) or email campaign)
as incurred each time the advertisement or promotion is performed. Stock-Based
Compensation The
Company accounts for stock-based awards to employees and consultants in accordance with applicable accounting principles, which requires
compensation expense related to share-based transactions, including employee stock options, to be measured and recognized in the financial
statements based on a determination of the fair value of the stock options over the instruments vesting period. Options awarded to purchase
shares of common stock issued to non-employees do not need to be remeasured as per ASU 2018-07 principles. Stock based compensation is
recorded in Legal and Consulting expenses in our Statement of Operations. In
the year ended March 31, 2018, the Company issued 478,560 common shares to a non-employee consultant for services to be performed on
the Company’s behalf through June 2020. The Company records the corresponding pro-rata expense in Selling, General and Administration
expenses in the Statement of Operations and discloses an adjustment to reconcile net loss to net cash used in operating activities in
the Statement of Cash flows. The services performed under the agreement reflect administrative services, advisory board services, business
development services, consulting services and financial consulting services. The number of shares offered to the non-employee consultant
reflected the fair value of the services to be provided by this individual. Leases On
April 1, 2019, the Company adopted Topic 842 using the modified retrospective transition approach by applying the new standard to all
leases existing at the date of initial application and not restating prior periods. Results and disclosure requirements for reporting
periods beginning after April 1, 2019 are presented under Topic 842, while prior period amounts have not been adjusted and continue to
be reported in accordance with our historical accounting under Topic 840. The
Company elected the package of practical expedients permitted under the transition guidance, which allowed for the carry forward of historical
lease classification, on whether a contract was or contains a lease, and of the assessment of initial direct costs for any leases that
existed prior to April 1, 2019. The Company also elected to combine lease and non-lease components and to keep leases with an initial
term of 12 months or less off the balance sheet and recognize the associated lease payments in the consolidated statements of operations
on a straight-line basis over the lease term. The
adoption did not impact our beginning or prior period consolidated balance sheets, statement of equity / (deficit), statement of operations
and statement of cash flows. Under
Topic 842, the Company determines if an arrangement is a lease and classifies that lease as either an operating or finance lease at inception.
If an arrangement is a lease or contains a lease, we then determine whether the lease meets the criteria of a finance lease or an operating
lease. Right-of-use (‘ROU’) assets and liabilities are recognized at commencement date based on the present value of remaining
lease payments over the lease term. For this purpose, only payments that are fixed and determinable at the time of commencement are considered.
As the rate implicit in certain of the Company's leases is not easily determinable, the Company’s applicable incremental borrowing
rate is used in calculating the present value of the sum of the lease payments. The right-of-use asset is recognized at the amount of
the lease liability with certain adjustments, if applicable. These adjustments include lease incentives, prepaid rent, and initial direct
costs. We reassess if an arrangement is or contains a lease upon modification of the arrangement. At the commencement date of a lease,
we recognize a lease liability for contractual fixed lease payments and a corresponding right-of-use asset representing our right to
use the underlying asset during the lease term. The lease liability is measured initially as the present value of the contractual fixed
lease payments during the lease term. The lease term additionally includes renewal periods only if it is reasonably certain that we will
exercise the options. Contractual fixed leases payments are discounted at the rate implicit in the lease when readily determinable. Lease
terms may include options to extend or terminate the lease when it is reasonably certain that the options will be exercised. Operating
leases are included in Operating lease right-of-use assets Other current liabilities Operating lease liabilities,
due after one year Employee
Benefits PRAMA
had employee benefit plans in the form of statutory and welfare schemes covering statutorily eligible employees which are accounted for
in accordance with ASC 715 Compensation – Retirement benefits. Gratuity In
accordance with the Indian Payment of Gratuity Act, 1972, PRAMA provided for gratuity, a defined benefit retirement plan (the Gratuity
Plan) covering eligible employees. The Gratuity Plan provides a lump-sum payment to vested employees at retirement, death, incapacitation
or termination of employment, of an amount based on the respective employee’s salary and the tenure of employment. Liabilities
with regard to the Gratuity Plan are determined by actuarial valuation. The Gratuity Plan is unfunded. The current service costs for
defined benefit plans are accrued in the year to which they relate. Prior service costs, if any, resulting from amendments to the plans
are recognized and amortized over the remaining period of service of such employees. Provident In
accordance with Indian law, all eligible employees of the Company, are entitled to receive benefits under the Provident Fund, a defined
contribution plan in which both the employee and the Company, contribute monthly at a determined rate (currently twelve percent of contributory
wages subject to a maximum cap). These contributions are made to the Government Provident Fund and the Company has no further obligation
under Provident Fund, beyond its monthly contributions. The amount contributed for the year ended March 31, 2020 and 2019, amounted to
$275,599 and $Nil, respectively. Vacation Accruals
for Indian statutory vacation pay is determined at the actuarial estimate for the entire unutilized leave balance standing to the credit
of the employees at the period end. The amount accrued as of December 31, 2019 and 2018, amounted to $Nil and $Nil, respectively. Income
Taxes The
Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities
for the expected future tax consequences of events that have been included in the financial statements. Under this method, the Company
has determined the deferred tax assets and liabilities based on the differences between the financial statement and tax basis of assets
and liabilities by using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change
in tax rates on deferred tax assets and liabilities is recognized in income in the period that includes the enactment date. The
Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making
such a determination, the Company considers all available evidence, including future reversals of existing taxable temporary differences,
projected future taxable income, tax-planning strategies, and results of operations. If the Company determines that it would be able
to realize our deferred tax assets in the future in excess of their net recorded amount, it would make an adjustment to the deferred
tax asset valuation allowance, which would reduce the provision for income taxes. The
Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process in which (1) it determines whether
it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position and (2) for
those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the amount of tax benefit that is more
than 50 percent likely to be realized upon ultimate settlement with the related tax authority. Non
Income Taxes The
Company is subject to India Goods and Services Tax and other local duties and non-income taxes on its transactions in India. The Company
collects such taxes from customers, and pays such taxes on applicable supplies and inputs, and remits the net amounts to the respective
local tax authorities on an accrual basis. Equity-method
Investments Through
PRAMA, the Company has an approximately 15% equity interest in PCW, a non-trading company formed to develop a potential hotel in Bengaluru,
India. The Company exercises significant influence over PCW but does not control the investee and the Company is not the primary beneficiary
of the investee’s activities. PCW is accounted for using the equity method through December 31, 2019. On January 1, 2020, when
PRAMA was deconsolidated, we stopped recording PCW as an equity investee. Equity
investments are accounted for using the equity-method of accounting if the investment gives us the ability to exercise significant influence,
but not control, over an investee. The total of our investments in equity-method investees, including identifiable intangible assets,
deferred tax liabilities and goodwill, is included within “Other noncurrent assets” on our consolidated balance sheets. Our
share of the earnings or losses as reported by equity-method investees, amortization of the related intangible assets, and related gains
or losses, if any, are classified as “Equity-method investment activity, net of tax” on our consolidated statements of operations.
Our share of the net income or loss of our equity-method investees may in the future include operating and non-operating gains and charges,
which may have a significant impact on our reported equity-method investment activity and the carrying value of those investments. We
regularly evaluate these investments, which are not carried at fair value, for other-than-temporary impairment. We
record purchases, including incremental purchases, of shares in equity-method investees at cost. Reductions in our ownership percentage
of an investee, including through dilution, are generally valued at fair value, with the difference between fair value and our recorded
cost reflected as a gain or loss in our equity-method investment activity. In the event we no longer have the ability to exercise significant
influence over an equity-method investee, we would discontinue accounting for the investment under the equity method. Included
in Other Non-Current Assets as of March 31, 2020, is $Nil relating to the fair value of equity-method investments and $Nil relating to
the fair value of amounts due from equity-method investee. During the period April 22, 2019, through March 31, 2020, the amounts related
to PCW were recognized and then de-recognized with no impact on the Consolidated Statement of Operations for the year ended March 31,
2020. Related
Parties The
Company follows FASB ASC subtopic 850-10 for the identification of related parties and disclosure of related party transactions. Pursuant
to Section 850-10-20, the Company’s related parties include: (a) affiliates of the Company (“Affiliate” means,
with respect to any specified person, any other person that, directly or indirectly through one or more intermediaries, controls, is
controlled by or is under common control with such person, as such terms are used in and construed under Rule 405 under the Securities
Act); (b) entities for which investments in their equity securities would be required, absent the election of the fair value option under
the Fair Value Option Subsection of Section 825-10-15, to be accounted for by the equity method by the investing entity; (c) trusts
for the benefit of employees, such as pension and profit-sharing trusts that are managed by or under the trusteeship of management; (d) principal
owners of the Company; (e) management of the Com |
