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Directors Report of Advani Hotels & Resorts (India) Ltd.

Mar 31, 2015

The Members

The Directors have pleasure to present the 28th Annual Report of your Company together with the audited financial accounts for the year ended March 31,2015.

1. FINANCIAL RESULTS:

Your Company's financial performance for the year ended March 31,2015 is set out below:


For the year For the year ended ended Particulars March 31, 2015 March 31,2014

Total Income 4902.54 4133.31

Profit before Depreciation, Finance Costs and Tax 1171.62 835.63

Less: Depreciation. 450.26 316.74

Profit before Finance Costs and Tax 721.36 518.89

Less: Finance Costs 169.14 216.53

Profit before Tax 552.22 302.36

Less: Provision for Taxation:

-Current Tax 173.00 92.00

- Deferred Tax Liability/(Asset). 22.73 (21.64)

- Tax for earlier years. (3.64) 5.60

Profit for the year after Tax 360.13 226.40

Profit brought forward from last year 751.94 660.46

Adjustment of carrying amount of assets in terms of transitional provisions of Schedule II of the Companies Act, 2013 (net of Deferred Tax). (49.15) —

Profit available for appropriation 1062.92 886.86

Transfer to General Reserve. 30.00 6.00

Interim Dividend paid / Final Dividend. 194.12 110.93

Dividend Distribution Tax 39.02 17.99

Balance Profit carried to Balance Sheet 799.78 751.94

Basic and Diluted Earnings per Equity Share of^ 2/- each (in Rs.) 0.78 0.49

INCOME:

Your Company achieved a total turnover of ^490.3 Million as compared to ^413.3 Million in the previous year, registering a growth of 18.63% on a year to year basis. This increase was achieved without any expansion in room or food and beverage facilities. The Gross Profit Before Depreciation, Finance Costs and Tax increased by 40% from X 83.6 Million to ^117.2 Million.

DEPRECIATION:

The amount provided for depreciation has increased by 42% from ^31.7 Million to ^45 Million as a result of the change in depreciation policy introduced in the Companies Act, 2013.

FINANCE COSTS:

Finance Costs have reduced significantly from ^21.7 Million to ^16.9 Million. This result was achieved by lowering debt from ^160.65 Million to ^134.25 Million and conversion of high cost Rupee loan into FCNR(B) loan carrying much lower interest.

PROFIT BEFORE TAX:

Profit Before Tax has increased by 83% from ^30.2 Million to ^55.2 Million.

PROFIT AFTER TAX:

Profit for the year After Tax has increased by 59% from ^22.6 Million to ^36 Million.

2. DIVIDEND:

Your Directors are pleased to recommend an additional dividend of ^0.12 (6%) per equity share of ^2/- each as a final dividend. The Company had distributed an interim dividend in this financial year of ^ 0.30 (15%) per equity share of ^2/- each in February 2015. The total dividend for the financial year ended March 31,2015 would be ^0.42 (21%) per equity share of ^2/- each. The total outgo for the current year amounts to ^23.3 Million, including dividend distribution tax of ^3.9 Million as against ^12.9 Million, including dividend distribution tax of ^ 1.8 Million in the previous year.

During the year, the unclaimed dividend of ^0.30 million pertaining to the interim dividend for the year ended March 31,2007 was transferred to the Investor Education & Protection Fund within the prescribed time.

3. TRANSFER TO RESERVES:

The Company has transferred ^3 Million to General Reserves out of the amount available for appropriation.

4. ECONOMIC SCENARIO AND OUTLOOK:

India's GDP is expected to grow to almost 7.5% and is second only to China, where the growth rate is slackening. The increase in prosperity in India will lead to a larger spend on leisure and corporate get togethers at exotic locations. The recent decline in value of the Indian Rupee to ^64 to USD will encourage Indians to travel within India. Domestic tourism will grow and Goa and our Company will benefit from this trend.

As the Rupee depreciates, India will also become a cheaper holiday destination for foreign tourists. Foreign tourist arrivals into India and Goa will increase as a result of the policy of issuing tourist e-Visas to citizens of several countries.

5. UPGRADATION PLAN FOR 2015-16:

There are no major renovation plans for the next financial year as major renovations have already been made in recent years. The Ministry of Tourism, Government of India, New Delhi has classified Company's resort as "Five (*****) Star Deluxe Category" w.e.f. June 18, 2013 to June 17, 2018.

6. SUBSIDIARY / HOLDING COMPANY, ETC.:

The Company does not have any Subsidiary, Holding Company, Associate or Group Venture Company.

7. SUSTAINABLE DEVELOPMENT:

Sustainability has been deeply embedded into the Company's business and has become an integral part of its decision making process while considering social, economic and environmental dimensions.

8. DOCUMENTS PLACED ON THE WEBSITE OF THE COMPANY (WWW.RAMADACARAVELA.COM):

The following documents have been placed on the website in compliance with the Act:

(a) Details of unpaid dividend as per Section 124(2);

(b) Corporate Social responsibility policy as per Section 134(4)(a);

(c) Financial Statements of the Company along with relevant documents as per third proviso to Section 136(1);

(d) Details of vigil mechanism for the directors and employees to report genuine concerns as per proviso to Section 177(10);

(e) Policy on Related Party Transactions pursuant to Clause 49 of the listing agreement;

(f) Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

(g) Disclosure of Insider Trading Policy as per the SEBI (Prohibition of Insider Trading) Regulations, 2015.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Though the provisions of the Schedule VII of the Companies Act, 2013 ('the Act') are not applicable to the Company during the financial year, the Company has undertaken projects voluntarily in the areas of Education, Livelihood, Health, Water and Sanitation.

During the current FY 2014-15, the Company's net profit before tax was above the limit of Rs. 5 crores, as set out under Section 135 of the Companies Act, 2013, and Companies (Corporate Social Responsibility Policy) Rules 2014. Accordingly, the Company has formed a CSR Committee, the details of which are set out in the Corporate Governance Report forming part of the Board's Report, and the prescribed amount will be spent during FY 2015- 16 on CSR activities under approval and supervision of CSR committee.

10. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder and the same have been posted on the website of the Company namely www.ramadacaravela.com. One minor complaint was received and resolved during the year.

11. HUMAN RESOURCES DEVELOPMENT:

The Company has continuously adopted structures that help attract best external talent and promote internal talent to higher roles and responsibilities. AHRIL's people centric focus, providing an open work environment fostering continuous improvement and development, helped several employees realise their career aspirations during the year.

Company's Health and Safety Policy commits to provide a healthy and safe work environment to all employees. The Company's progressive workplace policies and benefits, various employee engagement and welfare initiatives have addressed stress management and promoted work life balance.

12. BUSINESS RISK MANAGEMENT:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Business Risk Management Committee. The details of the Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. The details of the CRMP are explained in the Corporate Governance Report and also posted on the Company's website viz www.ramadacaravela.com/ investorrelations.

The Company has a robust Business Risk Management (BRM) framework to identify, evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on the business objectives and enhance the Company's competitive advantage. The business risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting. The framework has different risk models, which help in identifying risk trends, exposure and potential impact analysis at a Company level. Risk management forms an integral part of the Company's Mid-Term Planning cycle.

13. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:

The Company has not granted any loans or provided any guarantees or made investments, hence no disclosures, which are required under Section 186 of the Companies Act, 2013, are applicable for the year.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Charter. To maintain its objectivity and independence, the Internal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all levels of the Company. Based on the report of internal auditors, the management undertakes corrective action in their respective areas and thereby strengthens the controls. Important audit observations and corrective actions thereon are presented to the Audit Committee of the Board.

15. WHISTLE BLOWER POLICY:

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policy has been in force. The Policy was approved on August 1, 2014. The Whistle Blower Policy covers all employees and directors and is posted on the Company's website viz www.ramadacaravela.com/investorrelations).

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of Directors had appointed Adm. Sureesh Mehta (Retd.) and Mr. Adhiraj Harish as Directors of the Company in the category of Independent Directors with effect from September 24, 2014 and November 10, 2014 respectively. Thereafter, at the Extraordinary General Meeting (EGM) of the Company held on December 22, 2014, the Members of the Company appointed the said Directors as Independent Directors under the Companies Act, 2013 ('the Act') for a period of 5 years with effect from December 22, 2014.

Pursuant to the provisions of Section 149 of the Act, which came into effect from April 1, 2014, Mr. Prakash Mehta, Mr. Vinod Dhall, Adm. Sureesh Mehta (Retd.) and Mr. Adhiraj Harish were appointed as Independent Directors by the Shareholders at their meetings held on September 24, 2014 (AGM) and December 22, 2014 (EGM). The terms and conditions of appointment of Independent Directors are as per Schedule IV of the Act. They have submitted a declaration that each of them meets the criteria of independence as prescribed in Section 149(6) of the Act and there has been no change in the circumstances, which may affect their status as Independent Director during the year.

The Independent Directors are to hold office for a term of 5 years i.e. Mr. Prakash Mehta and Mr. Vinod Dhall till September 23, 2019 and Adm. Sureesh Mehta and Mr. Adhiraj Harish till December 21,2019.

Mr. K. Kannan, an Independent Director of the Company, ceased to be a Director of the Company with effect from December 18, 2014 due to his sad demise. The Board has placed on record its appreciation for the outstanding contributions made by Mr. K.Kannan during his tenure of office.

Mr. Anil Harish, an Independent Director of the Company, resigned from the Board of Directors with effect from September 30, 2014 to comply with the amendment to the Listing Agreement with the Stock Exchanges, which restricts maximum number of Directorships by the individuals. The Board has placed on record its appreciation for the outstanding contribution made by Mr. Anil Harish during his tenure of office.

In accordance with the provisions of the Companies Act, 2013, Mrs. Menaka S. Advani, Director of the Company, retires by rotation and is eligible for re-appointment.

Pursuant to the provisions of Section 203 of the Act, came into effect from April 1, 2014, the appointments of Mr. Sunder G. Advani, Chairman & Managing Director, Mr. Shankar Kulkarni, Chief Financial Officer and Mr. Raju

M. Bamane, Company Secretary, were formalized as the Key Managerial Personnel of the Company.

Mr. Raju M. Bamane, Company Secretary and Key Managerial Personnel of the Company, resigned from the services of the Company w.e.f. June 15, 2015. Another qualified Company Secretary has been appointed, who will be assuming charge from the third week of August 2015.

17. NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the financial year 2014-15 forms part of the Corporate Governance Report, which forms part of the Annual Report.

18. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit and Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

In a separate meeting of Independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of Executive and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, the Committee and individual directors was also discussed.

19. MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

20. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company's policy on Directors' appointment and remuneration and other matters provided in Section (3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Annual Report.

21. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has designed and implemented a process driven framework for Internal Financial Controls (IFC) within the meaning of the explanation in Section 134(5)(e) of the Companies Act, 2013.

For the year ended March 31,2015, the Board is of the opinion that the Company has sound IFC, commensurate with the nature and size of the business operations, wherein controls are in place and operating effectively and no material weaknesses exist. The Company has a process in place to continuously monitor the existing controls and identify gaps, if any, and implement new and / or improved controls wherever the effect of such gaps would have a material effect on the Company's operations.

22. AUDIT COMMITTEE:

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report, which forms part of the Annual Report.

23. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, as amended, with respect to the Directors' Responsibility Statement, it is hereby confirmed that:

(i) In the preparation of the accounts for the financial year ended March 31,2015, the applicable Accounting Standards have been followed along with proper explanation relating to material departures; if any;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,2015 and of the profit and loss of the Company for the year ended March 31,2015;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing fraud and other irregularities;

(iv) The Directors have prepared the annual accounts for the financial year ended March 31,2015 on a "going concern" basis;

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

24. RELATED PARTY TRANSACTIONS:

During the period under review, the Company had not entered into any material transaction with any of its related parties. None of the transactions with any of the related parties were in conflict with the Company's interest. All related party transactions are negotiated on an arms length basis and are intended to further the Company's interest.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are audited and a statement giving details of all related party transactions are placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

25. STATUTORY AUDITORS:

At the 27th Annual General Meeting of the Company held on September 24, 2014, M/s. J. G. Verma & Co., Chartered Accountants, Mumbai, have been appointed as Statutory Auditors of the Company till conclusion of the Thirtieth Annual General Meeting of the Company to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting. As required under Clause 49 of the Listing Agreement, the Auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. They are eligible to continue as Statutory Auditors for the financial year 2015-16. Your Board recommends ratification of their appointment as the Statutory Auditors at the ensuing Annual General Meeting.

The observations and comments given in the Auditors' Report read together with the notes to the accounts are self explanatory and hence, do not call for any further information and explanation under Section 134(3) of the Companies Act, 2013.

26. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. Virendra G. Bhatt, Practicing Company Secretary, to undertake the Secretarial Audit of the Company. The Report of the Secretarial Auditor is annexed herewith as "Annexure A".

27. DISCLOSURE REQUIREMENTS:

(a) As per Clause 49 of the Listing Agreement with the Stock Exchanges, Corporate Governance Report with Certificate thereon by the Company's Auditors and Management Discussion and Analysis are attached, which form part of this Report.

(b) Details of the familiarization programme of the Independent Directors are available on the website of the Company. (URL: www.ramadacaravela.com/investorrelations)

(c) Policy on dealing with related party transactions is available on the website of the Company. (URL: www.ramadacaravela.com/investorrelations)

(d) The Whistle Blower Policy is in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with Stock Exchanges and is available on the website of the Company (URL: www.ramadacaravela.com/investorrelations)

28. FIXED DEPOSITS:

The Company has not accepted or invited any fixed deposits from the public in the year under review.

29. CODE OF BUSINESS CONDUCT:

As per the Listing Agreement, the Board has a 'Code of Conduct' in place whereby all Board Members and Senior Management have declared and complied with the said Code. A declaration to this effect signed by the Chairman & Managing Director has been obtained.

30. LISTING:

Your Company's equity shares are listed on the Bombay Stock Exchange (BSE), National Stock Exchange (NSE) and Delhi Stock Exchange (DSE). Your Company has paid the Listing Fees for the financial year 2015-16 to BSE and NSE. The Listing Fee invoice from DSE is being followed up and awaited.

31. CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

As required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars relating to conservation of energy, technology absorption and foreign exchange earnings and outgo are given in Annexure 'B' hereto and forms part of this Report.

32. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure C".

33. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5(1) and Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 [Chapter XIII] is annexed herewith as "Annexure D".

34. ACKNOWLEDGEMENTS:

Your Directors appreciate the assistance provided by the bankers, the Goa Government and Wyndham Hotel Group (USA). We thank the Shareholders, our valued clients and the tour operators for their continued support. Your Directors also appreciate the contributions made by all employees to improve the operations of the Company.

For and on behalf of the Board of Directors SUNDER G. ADVANI

Place: Mumbai Chairman & Managing Director

Date: August 3, 2015 (DIN 00001365)




Mar 31, 2014

Dear members,

The Directors have pleasure to present the 27th Annual Report of your Company together with the audited financial accounts for the year ended March 31, 2014.

FINANCIAL RESULTS:

Your Company''s financial performance for the year ended March 31, 2014 is set out below:

(Rs. in Lakhs) For the year For the year ended ended Particulars March 31, 2014 March 31, 2013

Total Income 4133.31 3979.26

Profit before Depreciation, 835.63 910.24 Interest and Tax (PBDIT)

Depreciation 316.74 292.19

Profit before Interest and Tax 518.89 618.05

Interest 216.53 163.25

Profit before Tax and prior 302.36 454.80 adjustments

Prior period adjustments - 17.83

Profit before Tax 302.36 436.97

Less: Provision for Taxation:

-Current Tax 92.00 160.00

-Deferred Tax Liability/(Asset) (21.64) 10.53

- Tax for earlier years 5.60 3.79

Profit for the year after Tax 226.40 262.65

Profit brought forward from last 660.46 551.47 year

Profit available for appropriation 886.86 814.12

Transfer to General Reserve 6.00 14.00

Interim Dividend paid/Dividend 110.93 120.17

Dividend Tax 17.99 19.49

Balance Profit carried to Balance 751.94 660.46 Sheet

Basic and Diluted Earnings per Equity 0.49 0.57 Share of Rs. 2/- each (in Rs.)

PERFORMANCE/OPERATIONS:

Your Company achieved a total turnover of Rs. 4133 lakhs, as compared to Rs. 3979 lakhs in the previous year, registering a growth of 3.87% on a year to year basis. The Company carried out a total renovation of 62 guestrooms of the Oceanfront wing by replacing the flooring, furniture, beds, headboards, upholstery, carpets, air- conditioning, TVs, lighting and much of the bathrooms. Even though almost one third of the room inventory was not available for sale for the period between July and October, the Company was able to achieve a higher turnover. We have contracted these newly renovated rooms at substantially higher rates as they have been appreciated by all.

The Finance Costs have gone up from Rs. 163 Lakhs to Rs. 217 Lakhs due to borrowings made in the current year for renovation of these 62 rooms and replacement of all the cold storages in the kitchen. The Gross Operating Profit (PBDIT) declined 8% from Rs. 910 lakhs to Rs. 836 lakhs largely due to increased staff cost. The Company''s net profit after tax has decreased by 14% to Rs. 226 lakhs. The earnings per Equity Share, which has a face value of Rs. 2, decreased from Rs. 0.57 to Rs. 0.49.

DIVIDEND:

The Board of Directors had declared and paid an Interim Dividend of Rs. 0.24 per share (i.e. 12% on an equity share of par value of Rs. 2/- each) for the year 2013-14. This entailed an outflow of Rs. 129 lakhs, including the Dividend Tax thereon. The Board has recommended that this Interim Dividend be treated as the final dividend for the financial year 2013-14. Your Company has a high payout ratio of 57%.

TRANSFER TO RESERVE:

The Company has transferred Rs. 6 Lakhs to general reserve out of the amount available for appropriation and an amount of Rs. 752 Lakhs proposed to be retained in the Surplus in the Statement of Profit and Loss.

DIRECTORS:

Mr. Prakash Mehta and Mr. K. Kannan Independent directors of the Company, whose period of office is liable to determination by retirement by rotation under the applicable provisions of the erstwhile Companies Act, 1956 are being retired by rotation in this 27th Annual General Meeting ("AGM").

Pursuant to the provisions of Section 149 read with Schedule IV and other applicable provisions of the Companies Act, 2013, Mr. Prakash Mehta, Mr. K. Kannan and Mr. Anil Harish are eligible and offering themselves for appointment.

The Board of Directors of the Company in its meeting held on August 1, 2014 has appointed Mrs. Nina H. Advani as an Additional Director and Mr. Prahlad S. Advani as an Additional Director and Whole-time Director with effect from August 1, 2014 and being Additional Director they can hold Office of Director till the ensuing Annual General Meeting of the Company i.e. upto September 24, 2014.

In line with the requirements of the Companies Act, 2013, Mr. Prakash Mehta, Mr. K. Kannan and Mr. Anil Harish, satisfy the criteria of Independence Directors under Section 149(6) of the Act and are being appointed as Independent Directors, to hold office for a term of 5 years.

Mr. Vinod Dhall is proposed to be appointed as Independent Director for a term of 5 years and the approval of the shareholders is being sought at the ensuing AGM of the Company. Attention of the Members is drawn to Resolution No. 7 of the Notice and its related Explanatory Statement of the 27th Annual General Meeting.

The Board of Directors of the Company recommends the appointments of Mr. Prakash Mehta, Mr. K. Kannan, Mr. Anil Harish and Mr. Vinod Dhall as Independent Directors for the five consecutive years from the commencement of this 27th AGM i.e. September 24, 2014 and Mrs. Nina H. Advani as non Executive Director and Mr. Prahlad S. Advani as Whole-time Director, to the members of the Company for their approval.

UPGRADATION PLAN FOR 2014-15:

The Company plans to improve the public areas of the Hotel since all the guestrooms have been renovated. The restaurants in the lobby and the casino need to be upgraded. The swimming pool needs to be renovated along with new water proofing to reduce the loss of water.

FUTURE OUTLOOK:

The economies of Europe have not fully recovered. The growth of the Russian economy has slowed down partly as a result of the sanctions imposed by the US after the crisis in Ukraine. These events have a direct impact on the hotel industry in Goa and specially our hotel which relies heavily on Russian tourists. Fortunately, Russian tourists will be allowed to obtain Visas on Arrival at Goa airport in the next season and the traffic from Russia will increase substantially on this account.

The domestic demand for Goa hotels is also likely to increase as India''s GDP as a whole is likely to improve. Goa is becoming an even more popular wedding destination. The cost of travel to Goa is likely to come down due to competition. Moreover, very little new supply of hotel rooms is expected in Goa in the next few years as it takes considerable time for new projects to be approved and obtain the series of clearances required. As such, our hotel should do better in the future although employee costs will continue to put a pressure on margins.

CORPORATE GOVERNANCE REPORT, MANAGEMENT DISCUSSION & ANALYSIS REPORT AND BUSINESS RESPONSIBILITY REPORT:

As per Clause 49 of the Listing Agreement entered into with Stock Exchanges Corporate Governance Report with auditors'' certificate thereon and Management Discussion and Analysis are attached and form part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by Section 217(2AA) of the Companies Act, 1956 the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities;

(iv) The annual accounts have been prepared on a "going concern" basis.

AUDITORS:

With respect to the captioned Matter of Emphasis in the Auditors'' Report read with Note No. 33.1(c) to the Financial Statements, the Directors do state that the Company has now received the requisite approval under Section 314(1B) of the Companies Act, 1956 in respect of Mr. Prahlad S. Advani, a relative of Director to hold and continue to hold an office or place of profit as Vice President and Asset Manager of the Company, from the Central Government vide its letter SRNo. B93872000 / 2014 - CL VII dated the August 13, 2014.

M/s. J. G. Verma & Company, Chartered Accountants, who are the statutory auditors of the Company, hold office till the conclusion of the ensuing AGM and are eligible for re-appointment. Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. J. G. Verma & Company, Chartered Accountants as Statutory Auditors of the Company from the conclusion of the ensuing AGM till the conclusion of the Thirtieth AGM to be held in the year 2017, subject to ratification of their appointment at every AGM.

FIXED DEPOSITS:

The Company has not accepted or invited any fixed deposits from the public in the year under review.

CODE OF BUSINESS CONDUCT:

As per the Listing Agreement, the Board has a ''Code of Conduct'' in place whereby all Board Members and Senior Management have declared and complied with the said Code. A declaration to this effect signed by the Chairman & Managing Director has been obtained.

LISTING:

Your Company''s equity shares are listed on the Bombay Stock Exchange, National Stock Exchange and Delhi Stock Exchange. Your Company has paid the Listing Fees for the financial year 2014-15.

ADDITIONAL INFORMATION:

(a) Conservation of Energy:

Your Company makes all efforts to reduce consumption and cost of energy on a regular basis.

In 2012-13, the Company bought a new LT Panel with an in-built PLC (Program Logic Controller), which ensures that the DG Sets run at the optimum load to conserve diesel. This new LT Panel capacitor bank has also ensured that we have a Power Factor of 99%. We have got a credit on our electricity bills from the Government Electricity Department each month due to this efficient Panel.

Furthermore, the Company has procured a new 1 ton IBR boiler from Thermax with a good system for condensate recovery. As a result, we have saved approximately Rs. 125 Lakh per month on diesel and also improved the laundry operation.

The Company has installed a new Gas Bank with high safety standards and this new Gas System is also saving the hotel about Rs. 50,000 per month.

In 2013 the company procured new cold rooms with high efficiently Bitzer compressors from Germany. This has led to more efficient cooling and conservation of energy. Lastly, in 2013 we replaced 62 old Fan-coil units with new improved units from Trane. This combined with our in- room energy saving device has reduced the load on the HVAC System.

(b) Technology absorption:

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as the hotel forms a part of the service industry and as such the Company does not have any manufacturing operations.

ACKNOWLEDGEMENTS:

Your Directors appreciate the assistance provided by the bankers, the Goa Government and Wyndham Hotel Group (USA). We thank the Shareholders, our valued clients and the tour operators for their continued support. Your Directors also appreciate the contributions made by all employees to improve the operations of the Company

For and on behalf of the Board of Directors

Place: Mumbai SUNDER G. ADVANI Date: August 26, 2014 Chairman & Managing Director


Mar 31, 2013

The Directors have pleasure to present the 26th Annual Report of your Company together with the audited financial accounts for the year ended March 31, 2013.

FINANCIAL RESULTS:

Your Company''s financial performance for the year ended March 31, 2013 is set out below:

(Rs. in Lakhs)

For the year For the year ended ended Particulars March 31, 2013 March 31, 2012

Total Income 3979.26 3738.92

Profit before Depreciation, Interest and Tax (PBDIT) 910.24 793.42

Depreciation 292.19 270.70

Profit before Interest and Tax 618.05 522.72

Interest 163.25 183.88

Profit before Tax and prior adjustments 454.80 338.84

Prior period adjustments 17.83

Profit before Tax 436.97 338.84

Provision for Taxation:

– Current Tax 160.00 85.00

– Deferred Tax 10.53 29.98

– Tax for earlier years 3.79

Profit for the year after Tax 262.65 223.86

Profit brought forward from last year 551.47 462.18

Profit available for appropriation 814.12 686.04

Transfer to General Reserve 14.00 6.00

Interim Dividend paid/Dividend 120.17 110.93

Dividend Tax 19.49 17.64

Balance Profit carried to Balance Sheet 660.46 551.47

Basic and Diluted Earnings per Equity Share of Rs.2/- each (in Rs.) 0.57 0.49

PERFORMANCE/OPERATIONS:

Your Company achieved a total turnover of Rs.3979.26 lakhs, as compared to Rs.3738.92 lakhs in the previous year, registering a growth of 6.4% on a year to year basis. This growth was achieved even though the income from the casino in the hotel declined substantially from Rs.128 lakhs to Rs.34 lakhs, as we voluntarily surrendered our casino licence on 1st June 2012, when the Government of Goa increased the annual license fee from Rs.7.6 lakhs to a whopping Rs.250 lakhs. The operations of the casino were restarted on 22nd January 2013, after the Government issued a fresh notification that the increase in fee was effective from 24th April 2013. Since the Government has not relaxed the annual recurring fee of Rs.250 lakhs, we had no option but to stop the casino from 24th April 2013.

The depreciation was higher by Rs.22 lakhs, as the Company made certain required replacements of old equipment amounting to Rs.406.95 lakhs, including new transformers/LT Panels etc. Your Company always uses the slack months between June and October to improve the facilities of the 5-star deluxe resort in Goa. During this period, the Company changed the obsolete LT Panels and this will ensure the power supply is restored to hotel by our generator within 15 seconds of a power failure. In addition, we changed the Transformers and added a new Steam Boiler to save energy. We also improved the fire suppression system and upgraded the Diesel Tanks and Gas Bank to comply with the latest Fire & Safety Standards. These changes will also benefit our Company from a risk point of view. In order to carry out this limited renovation, the hotel had to be totally shut for about 10 days in August 2012.

Your Company has also managed to curtail interest costs, which have decreased from Rs.183.88 lakhs to Rs.163.25 lakhs. Your Company has been conservative in borrowing and the debt equity ratio is only 0.36. The profit for the year before tax increased 29% from Rs.338.84 lakhs to Rs.436.97 lakhs, which has increased income tax from Rs.85 lakhs in the previous year to Rs.160 lakhs in the current year. As a result, your Company''s net profit after tax increased by only 17% to Rs.262.65 lakhs. The earnings per Equity Share, which has a face value of Rs.2/-, increased by 16.33% from Rs.0.49 to Rs.0.57.

DIVIDEND:

The Board of Directors had made the payment of Interim Dividend of Rs. 0.26 per Share (i.e. 13% on an equity share of face value of Rs.2/- each) for the year 2012-13 on 2nd March 2013. This entailed an outflow of Rs.139.66 lakhs, including the Dividend Tax thereon. The Board has recommended that this Interim Dividend be treated as the final dividend for the financial year 2012-13. Your Company has a high payout ratio of 53%.

DIRECTORS:

As per the provisions of Section 255 and Section 256 of the Companies Act, 1956, Mr. Anil Harish and Mrs. Menaka S. Advani retire by rotation and being eligible, have offered themselves for re-appointment. A brief background of the retiring Directors seeking re-appointment at the ensuing AGM of the Company, along with their experience, is annexed to the Notice forming part of the Annual Report.

UPGRADATION PLAN FOR 2013:

Your Company was finding that some of the hotel guests were complaining of the standard rooms in the New Wing, which had not been renovated from the date they were built about eighteen years ago. After completion of the financial year, your Company has taken steps to improve the quality of these rooms by partially redoing the bathrooms and guestrooms, including replacement of the beds, upholstery, TV''s and light fittings of these rooms. One sample room has been completed and work will commence on balance rooms from 15th July 2013, and will be completed by October 2013, when the hotel''s occupancy will be at the lowest. In addition, to ensure good levels of hygiene and food safety, we are currently renovating all our 8 walk-in refrigerators / cold rooms. This will help us meet the standards required by the Tour Operator Health and Safety Audits, and also save energy.

FUTURE OUTLOOK:

Your Company is a major player in the foreign market and obtained higher occupancy and higher rates during the period November to March, which is the peak season for foreign charter flights to Goa. For the first time in the history of Goa''s tourism, the Dabolim International airport received the highest charter arrivals with over 1020 flights between October and April. During October and May of the last year the Goa airport received only 900 flights. Even though foreign charter flights have been increasing in recent years, there are some bottlenecks, which have prevented Goa from reaching its full potential. The brand new international terminal at Dabolim International Airport, which was scheduled to open in March 2013, is now scheduled to open in the near future. Requests made by foreign airlines for time slots for landing were not being given. However, when the new international terminal opens with 5 aerobridges, the traffic will increase substantially, especially since the building is three times as spacious with 64 instead of 32 check-in counters. The Government of Goa is also adding to the infrastructure for tourism, as this is now the major revenue earner for the State after a temporary shutdown of much of the mining industry. Your Company''s future looks bright, especially since very little new supply is forthcoming to cater to this increase in demand.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and that there are no material departures;

(ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities;

(iv) The annual accounts have been prepared on a "going concern” basis.

CORPORATE GOVERNANCE:

The Company has complied with the requirements regarding the Corporate Governance as required under Clause 49 of the Listing Agreement.

The report on Management Discussion and Analysis, Corporate Governance as well as the Auditors'' Certificate on the compliance of Corporate Governance form part of the Annual Report.

AUDITORS:

M/s. J. G. Verma & Company, Chartered Accountants and the Independent Auditors of the Company are due to retire at the forthcoming Annual General Meeting. They have confirmed that they are eligible and they have offered themselves for reappointment. Their reappointment, if made, will be within the limits of Section 224(1B) of the Companies Act, 1956.

FIXED DEPOSITS:

The Company has not accepted or invited any fixed deposits from the public in the year under review.

CODE OF BUSINESS CONDUCT:

As per the Listing Agreement, the Board has a ''Code of Conduct'' in place whereby all Board Members and Senior Management have declared and complied with the said Code. A declaration to this effect signed by the Chairman & Managing Director has been obtained.

LISTING:

Your Company''s equity shares are listed on the Bombay Stock Exchange, National Stock Exchange and Delhi Stock Exchange.

ADDITIONAL INFORMATION:

(a) Conservation of Energy:

Your Company makes all efforts to reduce consumption and cost of energy on a regular basis.

In 2012-13, the Company bought a new LT Panel with an in-built PLC (Program Logic Controller), which ensures that the DG Sets run at the optimum load to conserve diesel. this new LT Panel capacitor bank has also ensured that we have a Power Factor of 99%. We have got a credit on our electricity bills from the Government Electricity Department each month due to this efficient Panel.

Furthermore, the Company has procured a new 1 ton IBR boiler from Thermax with a good system for condensate recovery. As a result, we have saved approximately Rs.1.50 lakhs per month on diesel and also improved the laundry operation. lastly, the Company has installed a new Gas Bank with high safety standards and this new Gas System is also saving the hotel about Rs. 50,000 per month.

(b) Technology absorption:

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as the hotel forms a part of the service industry and as such the Company does not have any manufacturing operations.

(c) Foreign Exchange Earnings and Outgo:

The Company''s foreign exchange earnings for the current year were Rs.2167 lakhs (previous year Rs.1652 lakhs). The total outgo in foreign exchange for the current year was Rs.282 lakhs (previous year Rs.330 lakhs).

ACKNOWLEDGEMENTS:

Your Directors thank the Company''s bankers, the Wyndham Hotel Group International, the Goa Government, the Government of India, the Shareholders, our valued clients and the suppliers for their continued support during the year. Your Directors also appreciate the contributions made by all employees to improve the operations of the Company.

For and on behalf of the Board of Directors

Place: Mumbai SUNDER G. ADVANI

Date: May 13, 2013 Chairman & Managing Director


Mar 31, 2011

Dear Members,

The Directors are pleased to present the 24th Annual Report and the audited accounts for the financial year ended March 31, 2011.

1. Financial Results:

Your Company's financial performance for the year ended March 31, 2011 is set out below:

(Rs. in Lakhs)

Item Year ended Year ended March 31, March 31, 2010 2010

Total Income 3502.43 3239.69

Profit before interest, depreciation, tax and exceptional items 470.59 371.40

Interest 126.09 123.60

Depreciation 247.97 248.98

Profit/(Loss) before tax and exceptional items 96.53 (1.18)

Exceptional items 78.00 147.04

Profit before tax 174.53 145.86

Less: Provision for:

Current tax - 37.00

Deferred tax 34.37 31.96

Profit for the year after tax 140.16 76.90

Add: Profit brought forward 384.92 361.92

Excess Tax provision for earlier year 44.88 -

Profit available for appropriation 569.96 438.82

Less:Dividend 92.44 46.22

Less: Dividend Tax 15.35 7.68

Balance Profit carried to Balance Sheet 462.17 384.92

Basic and Diluted Earnings per Equity Share of Rs.2/- each (in Rs.) 0.30 0.17

2. DIVIDEND:

Your Directors have recommended a dividend of Rs. 0.20 (10%) per equity share of Rs. 2 each [previous year Rs. 0.10 (5%) per share] for the financial year 2010-2011, which if approved at the forthcoming Annual General Meeting, will be paid to the shareholders. The payment of dividend would involve an outgo of Rs. 92 lakhs for dividend and a tax thereon of Rs. 15 lakhs.

3. DIRECTORS:

As per the provisions of Section 255 and Section 256 of the Companies Act, 1956, Mr. Anil Harish and Mrs.Menaka Advani, Directors of the Company, retire by rotation and being eligible, have offered themselves for reappointment. A brief resume of the Directors seeking reappointment in the forthcoming Annual General Meeting along with their nature of experience is annexed to the Notice forming part of the Annual Report.

4. UPGRADATION PLAN:

Over the years, your Company has had special attraction for the European holiday makers, who found our architecturally well-designed hotel with Goa's best beach attached, as a USP. A major part of revenue accrued from the foreign market. As a result of the decline in the economies of the Western European countries, your Company's foreign business suffered a loss in revenues, especially after the 26 November 2008 Mumbai terrorist attacks. Your Company has had to adapt its product to be more attractive for the domestic client, who spends more time in the guest room itself. Three years ago, we redesigned our North Wing of 60 rooms for the upmarket domestic travelers by incorporating large bathrooms and rich interiors. Thereafter, we totally redesigned three Villas to make two large Presidential Villas suitable for the highest level dignitary. During this financial year, we undertook and completed improving the decor of 20 guestrooms in the South Wing. Starting this month, we have commenced renovation of the balance 42 rooms in the South Wing. Although these rooms will not be as elaborately furnished as the North Wing rooms, all these rooms will have flat screen TV's and new furniture with a better design and layout for the domestic clients. We will now be able to attract more weddings and upmarket conferences at higher room rates to bolster revenues in future.

5. FUTURE OUTLOOK:

The Current year has had a good start with sales of the hotel for April going up to Rs.302 lakhs as compared to Rs.249 lakhs for the corresponding period in the last year. The Gross Operating Profit is also considerably higher at Rs.96 lakhs as compared to Rs.42 lakhs.

The domestic market looks more promising and efforts will be made to attract higher paying clients, especially those wanting a romantic venue for weddings. The newly renovated rooms, which will have higher room rates, will be fully operational by October 2011. Talks have been started with some international hotel chains for tie-ups to position our hotel differently.

Our Company is also considering to build on the unutilized portion of our 24 acre property to generate further revenues.

6. SUBSIDIARY COMPANIES:

As informed in the last Annual Report, Advani Pleasure Cruise Company Private Limited (APCCPL) ceased to be a subsidiary with effect from September 20, 2010. The offshore casino license held by our Company has also been transferred to APCCPL after the close of this financial year and the Bank Guarantee given by the Company has been cancelled. The Company has also applied for the closure of Advani Flight Catering Services Private Limited and the final approval is awaited.

7. DIRECTORS' RESPONSIBILITY STATEMENT:

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) Proper and sufficient care has been Jaken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities;

(iv) The annual accounts have been prepared on a "going concern" basis.

8. CORPORATE GOVERNANCE:

The Company has complied with the requirements regarding the Corporate Governance as required under Clause 49 of the Listing Agreement.

The report on Management Discussion and Analysis, Corporate Governance as well as the Auditors' Certificate on the compliance of Corporate Governance form part of the Annual Report.

9. AUDITORS:

M/s. J. G. Verma & Company, Chartered Accountants and the Statutory Auditors of the Company are due to retire at the forthcoming Annual General Meeting. They have confirmed that they are eligible and they have offered themselves for reappointment. Their reappointment if made will be within the limits of Section 224(1 B) of the Companies Act, 1956.

10. FIXED DEPOSITS:

The Company has not accepted or invited any fixed deposits from the public in the year under review.

11. CODE OF BUSINESS CONDUCT:

As per the Listing Agreement, the Board has a 'Code of Conduct' in place whereby all Board Members and Senior Management have declared and complied with the said Code. A declaration to this effect signed by the Chairman & Managing Director has been obtained.

12. LISTING:

Your Company's equity shares are listed on the Bombay Stock Exchange, National Stock Exchange and Delhi Stock Exchange. Your Company has paid the Listing Fees for the financial year 2011-12.

13. ADDITIONAL INFORMATION:

(a) Conservation of Energy:

Your Company makes all efforts to reduce consumption and cost of energy on a regular basis. During the last renovation, thermostats made by Honeywell USA were installed in rooms which facilitates automatic cut-off of power to the room when it is not occupied.

(b) Technology absorption:

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable as the hotel forms a part of the service industry and as such the Company does not have any significant manufacturing operations.

(c) Foreign Exchange Earnings and Outgo:

The Company's foreign exchange earnings for the current year were Rs.1274 lakhs (previous year Rs. 1036 lakhs). The total outgo in foreign exchange for the current year were Rs.700 lakhs (previous year Rs. 494 lakhs).

14. PARTICULARS OF EMPLOYEES:

During the year under review, the Company has not employed any person who was in receipt of remuneration which, in aggregate, exceeds the limit fixed under Section 217(2A) of the Companies Act, 1956.

15. ACKNOWLEDGEMENTS:

Your Directors thank the Company's bankers, the Wyndham Hotel Group International, the Shareholders, our valued clients and the suppliers for their continued support during the year. Your Directors also appreciate the contributions made by all employees to improve the operations of the Company.

For and on behalf of the Board of Directors

SUNDER G. ADVANI Chairman & Managing Director

Place : Mumbai Date : May 13, 2011




Mar 31, 2010

The Directors are pleased to present the 23rd Annual Report of the Company along with the audited Profit & Loss Account for the year ended 31st March 2010 and the Balance Sheet as on that date.

Financial Results:

Your Companys performance for the year ended March 31, 2010 is summarized below:

(Rs. in Lakhs)

Item Year ended Year ended March 31, 2010 March 31, 2009

Operating Income ................ 3164.31 3057.38

Other Income .................... 75.37 309.78

Total Income 3239.68 3367.16

Profit before depreciation, interest, tax and exceptional items ............... 371.40 587.22

Less: Interest................... 123.60 165.85

Profit/(Loss) before depreciation, tax and exceptional items 247.80 421.37

Less: Depreciation............... 248.98 250.86

Profit/(Loss) before tax and exceptional items ............... (1.18) 170.51

Add/(Less): Exceptional items (net)...................... 147.04 (222.34)

Profit/(Loss) before tax ........ 145.86 (51.83)

Less: Provision for:

Current tax....................... 37.00 77.00

Deferred tax liability/(asset)..... 31.96 (145.56)

Fringe Benefit tax................. -- 11.58

Profit after tax................... 76.90 5.15

Add: Profit brought forward from previous year...................... 361.92 643.68

Less: Adjustment on adoption of AS-11 Notification................ -- 86.91

Profit available for appropriation ...................... 438.82 561.92

Less: Dividend and tax thereon....... 53.90 --

Less: Transfer to General Reserve..... -- 200.00

Balance Profit carried to Balance Sheet......................... 384.92 361.92

Basic and Diluted Earnings per share (in Rs.)........................ 0.17 0.01

Income:

The total income for the year ended 31st March 2010 at Rs.3240 lakhs is lower by 3.8% as compared to Rs.3367 lakhs during the previous year. However, the income from Operations for the year has gone up from Rs.3057 lakhs to Rs.3164 lakhs even though income for the previous year included two months operational income of the Airport Plaza catering unit. The other income has gone down significantly during this financial year as no dividend income was received from the erstwhile subsidiary (Advani Pleasure Cruise Company Private Limited [APCCPL]) as compared to Rs. 166 lakhs received in the previous financial year.

Interest and Depreciation:

Interest costs for the year ended 31s1 March 2010 stood at Rs.124 lakhs, which represents a reduction of Rs.42 lakhs or 25% over the previous year. This has been achieved by bringing down the Secured Loans from Rs.1128 lakhs to only Rs.960 lakhs and the lower LIBOR rate during the year. Unsecured Loans did go up by Rs.512 lakhs for a short period. This amount was given by the intended acquirer of APCCPL as an interest-free loan to facilitate renewal of the Companys Casino Licence used by APCCPL and has since been repaid. The Unsecured Loans of the Company as of date stand at Rs.125 lakhs as compared to Rs.614 lakhs as on March 31, 2010. The figures for depreciation are almost the same as no additional capital expenditures were carried out.

Profits:

The Profit for the year before tax is Rs.146 lakhs as compared to a loss of Rs.52 lakhs. Since the sale of our investment in APCCPL has been completed during the year, the provision made in previous year for diminution in value of investment in APCCPL has been reversed during the year. The net excess provision of Rs.147 lakhs has been added to profits as exceptional item.

Consolidated Financial Results:

The Consolidated Results for this financial year include the standalone results as well as the operations of APCCPL. APCCPL, which was operated by Casinos Austria International had been making considerable losses due to competition from other new offshore casinos. Subsequently, the business operations were suspended from 12th June 2009.

The total income of APCCPL for the year 2009-10 declined to Rs.91 lakhs as against Rs.2320 lakhs during the previous year. The loss after tax for the year 2009-10 was Rs.1327 lakhs as against Rs 79 lakhs last year. As a prudent accounting policy, APCCPL has written off the assets on the leased ship M.V. Caravela amounting to Rs.339 lakhs in the year 2009-10. These assets were not removed from the Ship on expiry of the lease and the same is also included in the above loss. APCCPL has made cumulative loss of Rs.822 lakhs upto March 31, 2010 of which 51% is reflected in the consolidated accounts.

Considering the above, the Board of Directors has sold the 51% investment in APCCPL to Delta Corp Ltd. for a consideration of Rs.245 lakhs which sale was completed on 20* September 2010. APCCPL has thus ceased to be Companys subsidiary with effect from that date.

Dividend:

In view of the improved results and the sale of the investment in the loss-making APCCPL, the Board has recommended a dividend of Rs.0.10 per Share (i.e. @ 5%) in respect of the financial year 2009-10 and the same will be paid to the shareholders subject to the approval at the Annual General Meeting.

The tax on dividends will be borne by the Company as per the Income-tax Act provisions.

Future Outlook:

The business from the foreign tourists is expected to be much higher due to increased flights into Goa from Russia and its neighbouring countries whose economies have not been adversely affected. There is also an increase in domestic traffic into Goa due to improvement in the disposable income available with individuals and the better performance of the corporates and the stock market. Although Indians are travelling abroad extensively for holidays, there is a decline in cost of air travel within India.

Your Company has maintained the sales of about Rs.1190 lakhs for the half-year despite the unexpected heavy rainfall in Goa and other parts of India. The net loss for the half-year has been reduced by Rs.84 lakhs. Your Company expects to do better than last year as occupancy rates are higher with the early start of the foreign season in October. The Indian economy is going to do even better and coupled with the boom in the stock market, domestic travel to Goa will also increase.

Renovation:

The Company managed to do a limited touch up of some of the hotel guest rooms in the period between May and October 2009. Since there have been some complaints of mustiness of a particular section of the hotel, the 20 rooms in this section have been upgraded in the period between May and October 2010. A new conference facility has also been created during the above period, which will add to the revenues for the financial year 2010-11.

Subsidiary Companies:

As informed in our Directors Report last year, APCCPL had been making losses and the operations of the casino on the leased ship Caravela had been suspended from 12th June, 2009. Your Company had a 51% stake in APCCPL. The balance 49% of the equity in APCCPL was held by Casinos Austria International, who did not wish to provide any matching funds to cover the recurring losses. Your Company did not wish to borrow unilaterally to fund the negative cash flow due to competition from other Casino ships. Your Company had already provided substantial amounts to APCCPL unilaterally and felt it would be prudent to sell the shareholding in APCCPL instead of putting more funds in APCCPL over which the Company had no operational control.

On 19th January 2010 your Company entered info a Share Purchase Agreement (SPA) to seff the 51% stake in APCCPL to Delta Corp Limited whereby all the funds provided to APCCPL would be returned and liabilities as of that date and thereafter absorbed by Delta. Subsequently, Delta wished to renegotiate the commercials and after protracted discussions a new SPA was signed on 20th September 2010. Your Company has managed to recover most of the funds provided to APCCPL and also freed itself from the Corporate Guarantee of Rs.836.40 lakhs given exclusively by your Company to the Bankers for a loan provided to APCCPL.

Pursuant to the sale of the 51% investment, APCCPL has ceased to be a subsidiary of the Company w.e.f. 20th September 2010.

The other subsidiary Company Advani Flight Catering Services Private Limited has not yet commenced operations.

The Ministry of Corporate Affairs, New Delhi has vide its Order No. 47/373/2010-CL-111 dated 17th May 2010 exempted the Company from the requirement of attaching the Financial statements of its subsidiaries in terms of Section 212(1) of the Companies Act, 1956. As per the order, a gist of the financial statements of the subsidiary companies has been prepared and forms part of the annual report. The accounts of the subsidiary companies and other detailed information will be made available to the Shareholders on request.

Directors Responsibility Statement:

As required by Section 217 (2AA) of the Companies Act, 1956 the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there are no material departures;

(ii) Appropriate accounting policies have been selected and applied consistently and judgments and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the Company for that period;

(iii) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing fraud and other irregularities.

(iv) The annual accounts have been prepared on a going concern basis.

Directors:

Mr. K. Kannan and Mr. Prakash V. Mehta, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment.

Corporate Governance:

The Company has complied with the requirements regarding the Corporate Governance as required under Clause 49 of the Listing Agreement.

The report on Management Discussion and Analysis, Corporate Governance as well as the Auditors Certificate on the compliance of Corporate Governance, form part of the Annual Report.

Additional Information:

(a) Conservation of Energy

Energy conservation continues to receive utmost priority and the Company monitors energy costs and reviews the consumption of energy on a regular basis. The Company wherever necessary also initiates appropriate measures to reduce consumption of electricity.

(b) Technology Absorption

The relevant particulars relating to technology absorption in terms of Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988 is not applicable as the hotel forms a part of the service industry and as such the Company does not have any significant manufacturing operations.

(c) Foreign Exchange Earnings and Outgo

The Companys foreign exchange earnings were Rs. 103,564,239/- (previous year Rs. 154,289,333/-) whereas the outgo was only Rs.49,396,473/- (previous year Rs.58,404,481/-). The relevant details are given in the notes to Accounts.

Auditors:

M/s. J. G. Verma & Co., Chartered Accountants, Mumbai, Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

Particulars of Employees:

The information required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is given in the annexure.

Acknowledgment:

Your Directors thank the Companys bankers, investors, the WYNDHAM Hotel Group International and clientele for their continued support during the year. Your Directors also appreciate the hard work put in by all employees of the Company.

For and on behalf of the Board of Directors

Place: Mumbai SUNDER G. ADVANI

Date: November 4, 2010 Chairman & Managing Director

 
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