Directors Report of Asian Hotels (North) Ltd.
Mar 31, 2023
The Directors are pleased to submit their Forty second (42nd) Report together with the Audited Financial Statements for the financial year ended on 31st March, 2023 (âyear under reviewâ).
FINANCIAL RESULTS & THE STATE OF COMPANY''S AFFAIRS
The summary of the financial performance of the Company for the financial year ended 31st March, 2023 as compared to the previous financial year on Standalone Basis is as below:
(Amount Rupees in Lakhs)
|
Particulars |
FY 2022-23 |
FY 2021-22 |
|
Revenue from Operations (Net) |
25,577.99 |
13,052.54 |
|
Other Income |
166.58 |
409.12 |
|
Total Income |
25,744.57 |
13,461.66 |
|
Profit/(Loss) before exceptional items and tax |
(8,482.06) |
(12,481.15) |
|
Exceptional Items |
- |
|
|
Profit/(Loss) before Tax |
(8,482.06) |
(12,481.15) |
|
Provision for Tax (net of write backs)including Deferred Tax Assets (Net) |
- |
|
|
Net Profit/(Loss) |
(8,482.06) |
(12,481.15) |
|
Earning per share - Basic & Diluted (Rs.) |
(43.60) |
(64.16) |
Total revenue from operations for the financial year 2022-23 was higher at Rs. 25577.99 lakhs as compared to Rs. 13,052.54 lakhs in the previous financial year, showing an increase of 95.96% over the previous financial year.
Combined revenue from Food & Beverage including Wines & Liquor registered a significant increase of 83.74% and the room revenue increased by 134.61% during the year under review, as compared to the previous financial year.
The Total Income for this year was Rs. 25744.57 lakhs, which was higher by 91.24% than the previous year''s Total Income of Rs. 13461.66 lakhs.
Further, the Company reported a Net Loss of Rs. 8,482.06 lakhs in this year in comparison to the Net Loss of Rs. 12,481.15 lakhs for previous financial year.
No amount was transferred to the General Reserve for the year under review.
In view of the loss suffered by the Company, your Directors are constrained not to recommend/declared any dividend during/for the year under review.
In accordance with the provisions of Section 129 of the Companies Act, 2013 (âthe Actâ) read with rules thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âthe Listing Regulationsâ), your Directors have presented the financial statements of the Company for the financial year 2022-23, as part of this Annual Report.
In accordance with the provisions of Section 136 of the Act, Balance sheet, statement of profit & loss, cash flow statement, statement of changes in equity and notes to accounts are open for inspection by the members at the registered office of the Company, copies of which may be furnished, if desired by any member.
MATERIAL CHANGES AND COMMITMENTS IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY BETWEEN THE END OF THE FINANCIAL YEAR UNDER REVIEW TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT.
During the year under review Lexon Hotel Ventures Limited, Mauritius (âLexonâ), a step down subsidiary of the Company, gets under the process of liquidation according to the applicable provisions of the Mauritius Law.
Lexon is a 80% subsidiary of Fineline Hospitality & Consultancy Pte. Ltd. (âFHCPLâ). Since Lexon was the only asset under FHCPL and was under liquidation, therefore, liquidation proceedings were also initiated for FHCPL.
It may be noted that FHCPL and Lexon are not a material subsidiary of Asian Hotels (North) Limited.
Further, the ultimate subsidiary company, i.e., Leading Hotels Limited is still under Corporate Insolvency Resolution Process (CIRP).
Furthermore, under One Time Restructuring (OTR), while the OTR stands implemented there are few litigations with the lenders, wherein interim orders in favour of the Company are in operation. There are certain impediments in the OTR compliance which is being considered at the Joint lenders meeting (JLM). These factors and expected future improvement in business operations will be critical for the Company to continue as a Going Concern.
The Company will continue to monitor the material changes in future economic conditions and would recognize any significant impact of these changes affecting the Company, in the financial statements, as and when these conditions arise.
Save as otherwise stated above, your Directors would like to inform that no other material changes and commitments have occurred between the end of the financial year under review and the date of this report that may adversely affect the financial position of the Company.
Shopping Arcade
In a significant decision, your Directors in their meeting held on 23rd May, 2020 decided to revoke all existing license agreements in respect of the shops in Hotel Hyatt Regency''s Shopping Arcade.
In pursuance of the aforesaid decision, revocation notices were issued to all the licensees and thereafter they moved to the Delhi High Court. The status quo of the litigation initiated by the licensees with regard to Shopping Arcade area continued the same.
AHNL has filed an application under Section 8 of the Arbitration and Conciliation Act, 1996 before the Delhi High Court. This application pertains to 27 pending cases involving shop owners. Section 8 of the aforementioned act stipulates that a judicial authority, based on the arbitration agreement between the involved parties, is empowered to instruct the parties to engage in arbitration and the matter is now reserved for orders. Additionally, there are 8 related cases of shop owners currently awaiting resolution through arbitration.
Further your Company is making efforts positively to conclude all the legal cases and henceforth in many cases the Company has reached the suitable amicable settlements with most of the parties. In addition renovation has started in 8 shops of Shopping Arcade.
Restructuring Plan
The Covid-19 situation, had adversely impacted the performance of the Company, which resulted in cash flow constraints. Subsequently, the Board of Directors of the Company in 2020-21 considered, and approved the submission of draft restructuring plan to its bankers.
The company filled application regarding OTR of its credit facilities with all the lenders, subsequently invocation of OTR was done on 09th Dec 2020 and Inter creditor agreement was signed on 23rd December 2020 by all the lenders.
Further, to the amended terms of OTR, the Company executed and implemented a Master Amendment Agreement on 7th June, 2021, which forms an integral part of the OTR scheme. Pursuant to the Master Amendment Agreement the lenders agreed that there shall be a moratorium on any instalments due and payable by the Company to lenders for the period between 1st September, 2020 and 30th March, 2022.
However, during the moratorium period few banks declared the Company as NPA, this act of the banks were challenged by the Company before the High Court of Delhi. Subsequently, the Hon''ble Delhi High Court has stayed the illegal declaration of the Company''s account as NPA. The stay granted by the High Court has now been extended to all other lenders of the Company. The High Court has also stayed any recovery action against the Company by any banks.
The Company also received Recall Notices issued by other lenders and also challenged those Recall Notices. The Court by order dated 2nd March 2023 has restrained each of the lenders of the Company from initiating any action to recover any amounts from the Company. This order is also still in force as on date.
There are certain impediments in the OTR compliance which is being considered at the Joint Lenders Meeting (JLM). These factors and expected future improvement in business operations will be critical for the Company to continue as a Going Concern.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
During the year under review or between the end of that financial year and the date of this report, no significant or material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status and future operations of the Company.
The Company''s earnings in foreign exchange for the year under review amounted to Rs. 4517.18 lakhs as compared to Rs. 1603.72 lakhs during the previous financial year.
The Authorised Share Capital of the Company is Rs. 70,00,00,000 (Rupees Seventy Crores Only) divided into 4,00,00,000 equity shares of Rs. 10 each and 3,00,00,000 preference shares of Rs. 10 each. The Issued/ Subscribed and Paid up share capital of the Company, as on 31st March, 2023, was Rs. 19,45,32,290 divided into 1,94,53,229 equity shares of Rs. 10 each.
There is no change in the Company''s capital structure since the last report.
During the year under review, the Company has neither issued equity shares with differential rights as to dividend, voting or otherwise, nor has it issued shares to its employees under any scheme (including sweat equity shares). The Company does not have any outstanding warrants/depository receipts/other convertible securities as on 31st March, 2023 or the date of this report.
The shares are actively traded on BSE and NSE and have not been suspended from trading.
There are no shares in the Demat suspense account or unclaimed suspense account of the Company.
During the year under review, no shares in respect of which dividend remained unpaid/unclaimed consecutively for a period of seven years were transferred to IEPF Authority in accordance with Section 124(6) of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended or re-stated from time to time.
The Company was promoted by the Jatia Group, comprising inter-alia, Mr. Shiv Kumar Jatia, Mr. Amritesh Jatia and in turn the companies held by them namely Fineline Holdings Ltd., Mauritius, Yans Enterprises (H.K.) Ltd., Mauritius and Asian Holdings Pvt. Ltd. Such persons directly or indirectly own and control various operating companies of the Jatia Group viz. Asian Hotels (North) Limited and Leading Hotels Limited. All the said constituents singularly and collectively, including the operating companies comprise the Jatia Group. Some of the said constituents exercise control over the Company as directors and/or shareholders.
Presently, the promoters and promoter group stake stands at 50.69% of the total paid-up capital.
Your Company holds 100% equity as well as preference capital in Fineline Hospitality and Consultancy Pte. Ltd., Mauritius (FHCPL). FHCPL holds 80% equity stake in Lexon Hotel Ventures Ltd., Mauritius (Lexon), and Lexon in turn holds 99.76% equity stake in Leading Hotels Limited (Leading), an Indian subsidiary.
Thus, FHCPL has 79.81% economic interest in Leading.
It may be noted that FHCPL and Lexon are not a material subsidiary of Asian Hotels (North) Limited.
Further your Directors may inform you that under the provisions of the Mauritius Law, FHCPL a wholly owned subsidiary and Lexon, a step down subsidiary of the Company, are under the process of liquidation. Lexon is a 80% subsidiary of FHCPL. Since Lexon was the only asset under FHCPL and under liquidation, liquidation proceedings were also initiated for FHCPL.
In respect of ultimate subsidiary company, i.e., Leading Hotels Limited, an Order under section 7 of Insolvency & Bankruptcy Code 2016, read with rule 4 of the Insolvency & Bankruptcy (Application to Adjudicating Authority) Rules, 2016 passed on June 25, 2021 for initiating Corporate Insolvency Resolution Process (CIRP).
During the year under review, no company became a subsidiary or joint venture or associate of the Company. Similarly, no company ceased to be a subsidiary or joint venture or associate during the year under review.
Performance and financial position of the subsidiaries
The subsidiaries of the Company namely Fineline Hospitality and Consultancy Pte. Ltd., Mauritius (FHCPL) and Lexon Hotel Ventures Ltd., Mauritius (Lexon) have been admitted for liquidation under the provisions of Mauritius Law. Accordingly, the Consolidated Financials are not required to be prepared and therefore the Statement containing salient features of the financial statements of Company''s subsidiaries in Form AOC-1 pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2015 is not annexed to the financial statement as it is not applicable on the Company.
STATUTORY AUDITORS & THEIR REPORT
M/s. V.V. Kale & Company, Chartered Accountants (Firm Registration Number: 000897N), were appointed as the statutory auditors of the Company in the 39th Annual General Meeting to hold office from the conclusion of that meeting till the conclusion of the 44th Annual General Meeting of the Company.
The Statutory Auditors'' Report for FY 2022-23 is self-explanatory and does not contain any qualification, reservation or adverse remark or disclaimer, the same forms part of this Annual Report.
No frauds have been reported under Section 143(12) of the Act by the Auditors of the Company.
INTERNAL FINANCIAL CONTROLS OVER FINANCIAL REPORTING
The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2023 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.
In the opinion of the Statutory Auditors of the Company, as expressed by them in their report, the Company has adequate internal financial control systems over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2023.
During the year under review, M/s. Virendra & Associates, Chartered Accountants, New Delhi, the internal auditors of the Company conducted periodic audits of the Company. The Audit Committee reviews the detailed Internal Audit reports submitted by the Internal Auditors and takes note of the actions taken on the observations and recommendations made by them.
Your Directors are confident that there are adequate internal financial control systems and procedures which are being followed and complied with.
No frauds have been reported under Section 143(12) of the Act by the Internal Auditors of the Company.
SECRETARIAL AUDITORS & THEIR REPORT
M/s. Chandrasekaran Associates, Company Secretaries, the Secretarial Auditors of the Company, have submitted their report for the financial year ended on 31st March, 2023 which is annexed as Annexure âA'' and forms part of this Report.
Secretarial Auditors in their Report dated 26th May, 2023, has expressed qualified opinion in respect of the following points and the management reply are also mentioned below correspondence to that points:
1. As on 31st March, 2022, the Company falls under the category of top 2000 listed entities on the basis of market capitalization and consequent upon the resignation of Mr. Rajeev Uberoi, the Company is not having minimum number of Directors as prescribed in Regulation 17(1)(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 from 10.04.2022 till 06.07.2022.
Management Reply: The casual vacancy arised due to resignation of Mr. Rajeev Uberoi, Independent Director which was filled within 3 months from the date of resignation. Since then the minimum number of Directors are as per the prescribed limit. Company has adhered to the optimum combination of Board of Directors as per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
2. Since Company does not have any regular non-executive chairperson and consequent upon the resignation of Mr. Rajeev Uberoi, Independent Director, the minimum number of Independent Director on the Board of the Company falls below prescribed limit as per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, from 10.04.2022 till 06.07.2022.
Management Reply: The casual vacancy arised due to resignation of Mr. Rajeev Uberoi, Independent Director which was filled within 3 months from the date of resignation. Since then the Independent Directors are as per the prescribed limit. Company has adhered to the optimum combination of Board of Directors as per Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
Further, no frauds have been reported under Section 143(12) of the Act by the Secretarial Auditors of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Mr. Rajeev Uberoi, Director (DIN: 01731829) due to his professional preoccupation resigned from the office of Director of the Company with effect from 10th April, 2022.
During the year under review, Ms. Saumya Goel, Company Secretary and Compliance Officer (KMP) resigned from the Company with effect from 20th May, 2022.
During the year under review, Ms. Mita Namonth Jha, Director (DIN: 07258314) appointed as an Additional Director in the category of Independent Director of the Company to hold office upto date of forthecoming AGM with effect from 7th July, 2022.
During the year under review, Mr. Tarun Srivastava appointed as Company Secretary and Compliance Officer (KMP) of the Company with effect from 9th August, 2022.
During the year under review, Mr. Amritesh Jatia, Managing Director (DIN: 02781300) was appointed as the Chairman of the Company w.e.f. 22nd September, 2022
During the year under review, Mr. Akhilesh Bhuwalka, Director (DIN: 02764273) re-appointed as Director of the Company, liable to retire by rotation.
During the year under review, Mr. Amritesh Jatia (DIN: 02781300) with the approval of shareholders, appointed as Managing Director of the Company for five years with effect from 23rd October, 2021 to 22nd October, 2026.
During the year under review, Mr. Ashish Dhanuka (DIN: 07220876), with the approval of shareholders, appointed as Director of the Company from an Additional Director.
During the year under review, Mr. Ashish Dhanuka (DIN: 07220876) with the approval of shareholders, appointed as Whole Time Director designated as Executive Director and Chief Financial Officer of the Company with effect from 23rd October, 2021 to 22nd October, 2024.
During the year under review, Ms. Preeti Gandhi (DIN: 08552402) with the approval of shareholders, re-appointed as an Independent Director of the Company with effect from 13th September, 2022 to 12th September, 2025.
During the year under review, Mr. Sanjeev Agarwala (DIN: 09342150) with the approval of shareholders, appointed as an Independent Director of the Company with effect from 4th October, 2021 to 3rd October, 2023.
During the year under review, Ms. Mita Namonth Jha (DIN: 07258314) with the approval of shareholders, appointed as an Independent Director of the Company with effect from 7th July, 2022 to 6th July, 2023.
Further the Board of Directors of the Company has recommended the re-appointment of Ms. Mita Namonth Jha (DIN: 07258314) as an Independent Director of the Company for term of six months with effect from 7th July, 2023 subject to the approval of the shareholders at the 42nd AGM.
During the year under review, except as stated above, there was no change in the Directors or Key Managerial Personnel of the Company
DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 134(5) OF THE COMPANIES ACT, 2013
Pursuant to Section 134(5) of the Act, your Directors confirm as under:
- that in the preparation of the annual accounts for the year ended 31st March, 2023, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;
- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 under review and of the loss of the Company for that year;
- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- that the Directors have prepared the annual accounts for the Financial year ended 31st March, 2023 on a going concern basis;
- that the Directors have laid down internal financial controls that are being followed by the Company and that such internal financial controls are adequate and are operating effectively; and
- that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.
Significant accounting policies followed by the Company, and the required disclosures are detailed in the Notes to the Financial Statements. Further, applicable Ind AS and related presentation and disclosure norms have been complied with.
INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information required in terms of Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo, to the extent possible in the opinion of your Directors, and forming part of this Report, is given in Annexure âB''.
PARTICULARS OF EMPLOYEES & DISCLOSURES UNDER SECTION 197(12) OF THE ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information pursuant to Section 197(12) of the Act, read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of directors, key managerial personnel and employees of the Company is given in Annexure âC'' and Annexure âD'' respectively, and forms part of this Report.
Save as otherwise stated above, the Company has complied with the requirements of corporate governance as stipulated in the Listing Regulations.
Pursuant to the provisions of the Listing Regulations, the Corporate Governance Report, together with the Auditors'' Certificate thereon, is annexed hereto as Annexure âE'' and Annexure âF'' respectively.
CORPORATE SOCIAL RESPONSIBILITY
Due to heavy losses incurred by the Company since FY 2014-15, the Company was not obliged to make any contribution towards CSR activities from the financial years 2014-15 to 2022-23 as per Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014.
During the year, Board of Directors dissolved the Corporate Social Responsibility Committee (CSR Committee) in its meeting held on 28th May, 2022 and the Corporate Social Responsibility (CSR) policy is no longer effective. Henceforth the requirement of attachment of details about the policy developed and implemented by the Company on Corporate Social Responsibility initiatives taken during the year is no longer applicable to the Company.
The Company has a well-defined Risk Management framework, which is designed to enable risk to be identified, assessed and mitigated appropriately. This framework seeks to create transparency, minimize adverse impact on business objective and enhance Company''s competitive advantage. The Company is faced with different types of risks, each risk is carefully mapped and each of such risk requires different approaches for mitigation. The Risk Management Policy lays down the process for identification and mitigation of risks. The policy is available on the website of the Company and can be assessed at http://www.asianhotelsnorth.com/pdf/RiskManagementPolicv11082011 8Sep2021.pdf
Further, based on the market capitalization of the Company, the provisions relating to the formation of a Risk Management Committee is not applicable to the Company.
MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, Four (4) Board meetings were held, details of which are given in the Corporate Governance Report annexed to this Report as Annexure âE''.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Company has established a vigil mechanism and the Board of Directors of the Company had approved and adopted a ''Whistle Blower Policy'' which is uploaded on the website of the Company and can be accessed at http://www.asianhotelsnorth.com/pdf/WhistleBlowerPolicyefl:ective01042019.pdf
The ''Whistle Blower Policy'' provides that all employees and directors of the Company are eligible to make protected disclosures to the competent authority i.e. the Chairman of the Audit Committee with respect to any improper activity concerning the Company. The policy provides for direct access to the Chairman of the Audit Committee. The mechanism provides for adequate safeguards against victimization of employees and directors to avail the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases.
During the year under review, neither any case was reported under the Whistle Blower Policy nor was anyone denied access to the said competent authority or the Audit Committee.
In terms of Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return of the Company is available on the website of the Company and can be accessed at https://www.asianhotelsnorth.com/annual-returns.html
The aforesaid Annual Return will be filed with the Ministry of Corporate Affairs post annual general meeting, within the prescribed timelines in prescribed form MGT-7 (including form MGT-8). Thereafter, the final Form MGT-7 and Form MGT-8 would be uploaded on the Company''s website at the above mentioned link.
Annual evaluation of the performance of the Board, its Committees and of individual directors has been made by the Board. The Board followed the following mechanism for evaluating the performance of the Board, its Committees and individual directors including the Chairman and independent Directors of the Company:
a. the Independent Directors through their exclusive meeting evaluate the performance of Non-Independent Directors, the Chairman and the Board as a whole;
b. the Nomination and Remuneration Committee considers the views of the Independent Directors through their exclusive meeting regarding the performance of Non-Independent Directors and based there-upon makes its recommendations to the Board about their performance;
c. the Nomination and Remuneration Committee evaluates the performance of Independent Directors and makes its recommendations to the Board about their performance; and
d. the Board finally evaluates the performance of all individual directors, the Chairman, the Board as a whole and Committees of the Board thereof. While evaluating the performance of the Board, it considers the views of the Independent Directors through their exclusive meeting.
The Board of Directors of the Company has in place an evaluation criteria for assessment of its own performance, that of the committees of the Board and the individual directors. Leadership abilities, understanding the business dynamics, strategic planning for sustainable growth and protection of minority shareholders interest are the essential criteria of the performance evaluation of the Directors.
The Board in its meeting held on 29th May, 2023, has discussed its overall performance and concluded that the Board and its Committees have been performing satisfactorily. Further, based on the feedback received from fellow directors, the Board also evaluated the performance of the individual directors (including the Chairman) and found it satisfactory.
The details of the evaluation criteria are enumerated in the Nomination, Remuneration and Evaluation Policy which can be accessed at: http://www.asianhotelsnorth.com/pdf/NominationRemunerationandEvaluationPolicvefl:ective01042019.pdf
DECLARATION BY INDEPENDENT DIRECTORS
During the year under review, all the Independent Non-executive Directors have confirmed and submitted declaration to the effect that they meet the criteria of independence as laid down under Section 149 and 150 of the Act read with rules framed thereunder and other applicable provisions of the Act read with relevant regulations of the Listing Regulations. Independent Non-Executive Directors have also submitted declarations for the financial year 2023-24 confirming that they continue to meet the criteria of independence as laid down under aforesaid provisions.
Further, they have confirmed that they have obtained registration with the Indian Institute of Corporate Affairs as an Independent Director and such registration continues to be valid; and that they shall ensure renewal of such registration within a period of thirty days from the date of its expiry, as applicable; and that they shall pass the Online Proficiency Self-Assessment Test conducted by the abovenamed institute within a period of two years from the date of inclusion of their respective names in the databank, if applicable, in pursuance of Section 150 of the Act read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and the Companies (Creation and Maintenance of Databank of Independent Directors) Rules, 2019.
Further, in terms of Regulation 25(8) of the Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective of independent judgment and without any external influence.
Reliance was placed on these confirmations/declarations while ascertaining the adequacy of number of independent directors for the purposes of compliance with Regulation 17 and other applicable regulations of the Listing Regulations.
All the Independent Directors have also confirmed that they have complied with the Company''s code of conduct. Based on the declarations received, in the opinion of the Board, all the independent non-executive directors fulfill the conditions specified under Section 149 of the Act and the Listing Regulations, as amended, and that they are independent of the management. The Board also recommends their continued association with the Company as an independent directors.
In the opinion of the Board of Directors of the Company, all Independent Directors of the Company possess requisite expertise and experience (including the proficiency) and are the person of high integrity and repute as prescribed under section 149(6) of the Act and the Companies (Appointment and Disqualification of Directors) Rules, 2014 read with the Companies (Accounts) Rules, 2014 (including amendment thereof).
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts, arrangements or transactions entered in to by the Company during the financial year 2022-23, were in the ordinary course of business and were at an arm''s length basis. Relevant Related Party Disclosures under the provisions of the Act and the Listing Regulations, as applicable, are provided in the Note no. 39 to the financial statements.
For all foreseeable repetitive related party transactions, prior omnibus approval of the Audit Committee is obtained as per applicable laws, on yearly basis, considering that such approval is in the interest of the Company.
During the year under review, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material in accordance with the Company''s policy on materiality of related party transactions read with the provisions of the Listing Regulations. Accordingly, there are no transactions which are required to be reported in Form AOC-2 in pursuance of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
The Policy on the related party transactions is available on the Company''s website at
https://www.asianhotelsnorth.com/pdf/FY2223/Policv%20for%20Related%20Partv%20Transactions%20as%20on%2001.04.2022.pdf PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Your Company has not given any Loans, Guarantees or made any investments under the provisions of section 186 of the Companies Act, 2013 during the year under review.
NOMINATION, REMUNERATION AND EVALUATION POLICY
The roles, responsibilities, powers and terms of reference of the Nomination and Remuneration Committee were in conformity with Section 178 of the Act and Rules made there-under, and Regulation 19 of the Listing Regulations and relevant Schedule thereto, as amended or re-stated from time to time, during the year under review. Moreover, the Board of Directors has ensured that the said policy enumerates the criteria laid down for nomination/selection, appointment, evaluation and remuneration of the directors and key managerial personnel; and determines qualifications, positive attributes and independence of directors and/or key managerial personnel, and is uploaded on the website of the Company at https://www.asianhotelsnorth.com/pdf/ NominationRemunerationandEvaluationPolicyeffective01042019.pdf
The salient features of the said policy are as under:
a) Role of the Nomination and Remuneration Committee
⢠Ensure diversity of Board;
⢠Formulate criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board their appointment;
⢠Identify persons who are qualified to become Directors and/or Senior Management Personnel (SMP) and recommend to the Board their appointment;
⢠Recommend to the Board a remuneration policy for the directors, key managerial/senior management personnel; and
⢠Specify the manner for effective evaluation of performance of the Board, its committees and each category of directors
b) Appointment of Directors/KMPs/SMPs as per criteria set-out in the Nomination, Remuneration and Evaluation Policy
c) Guiding principles for quantum and composition of remuneration, remuneration structure for whole-time directors and nonexecutive directors
d) Criteria for evaluation of performance of whole-time directors, non-executive directors and independent non-executive directors COMMITTEES OF THE BOARD
The Company has following committees, which have been established as a part of the corporate governance practices and are in compliance with the requirements of the relevant provisions of applicable laws and statutes.
⢠Audit Committee
⢠Nomination and Remuneration Committee
⢠Stakeholders Relationship Committee
⢠Corporate Social Responsibility Committee (dissolved w.e.f. 28th May, 2022)
The details with respect to the compositions, powers, roles, terms of reference and number of meetings held during the year of relevant committees are given in detail in the Corporate Governance Report of the Company, which forms part of this Directors Report.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the Company.
During the year under review, the Company has not invited or accepted or renewed any deposits covered under section 73 of the Companies Act, 2013 and the Rules made thereunder. Further, no amount of principal or interest are outstanding at the end of financial year 2022-23.
The equity shares of the Company are listed on The National Stock Exchange of India Limited and BSE Limited. Further, your Directors would like to inform that the Company has paid up to date Annual Listing Fees to the respective Stock Exchanges.
The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.
The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Companies Act, 2013. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Para B of Schedule V to the Listing Regulations, the Management Discussion and Analysis Report is given below: INDUSTRY STRUCTURE & DEVELOPMENTS AND OPPORTUNITIES & OUTLOOK
The Indian economy is expected to grow at 5.9% during the year 2023-24, while the global growth is estimated to be 3.0% in 2023 and 2024 according to a report by the International Monetary Fund.
The Indian hospitality sector is expected to witness high growth over the long term. Domestic travel, high disposable income and the advent of better locations are expected to drive this growth. India is expected to have 1,00,000 start-ups by the year 2025 which will not only create employment for millions of people, but also provide an impetus to business travel and related events. The travel market in India is projected to reach US$ 125 billions by FY 2027 from an estimated US$ 75 billion in FY 2020. International tourist arrivals are expected to reach 30.5 million by 2028.
The Indian tourism and hospitality industry has emerged as one of the key drivers of growth among the services sector in India. Tourism in India has significant potential considering the rich cultural and historical heritage, variety in ecology, terrains and places of natural beauty spread across the country. Another factor is India''s emergence as a destination to avail world class medical facilities at competitive cost.
Tourism is also a potentially large employment generator besides being a significant source of foreign exchange for the country.
The deepening penetration of internet usage and smart phones in India has led to increased booking of hotels through online portals and applications in recent times. This is also expected to significantly enlarge the size of the Indian online hotel industry in the coming years.
Travel and tourism are two of the largest industries in India, with a total contribution of about US$ 178 billion to the country''s GDP.
The hotel industry in India is significantly under-served. Various policies are being introduced to promote the tourism and hospitality sectors to meet the demand of new tourists in the coming years. US$ 2.1 billion is allocated to Ministry of Tourism in budget 2023-24 as the sector holds huge opportunities for jobs and entrepreneurship for youth. Under the Union Budget 2023-24, an outlay of US$ 170.85 million has been allocated for the Swadesh Darshan Scheme. 68 destinations/sites have been identified in 30 States/UTs for development under the PRASHAD Scheme as on March 31, 2022.
According to World Travel and Toursim Council (WTTC), India is ranked 10th among 185 countries in terms of travel & tourism''s total contribution to GDP in 2019. During 2019, contribution of travel & tourism to GDP was 6.8% of the total economy, Rs. 1,368,100 crore (US$ 194.30 billion). In 2020, the Indian tourism sector accounted for 39 million jobs, which was 8% of the total employment in the country.
In 2021, the travel & tourism industry''s contribution to the GDP was US$ 178 billion; this is expected to reach US$ 512 billion by 2028. In India, the industry''s direct contribution to the GDP is expected to record an annual growth rate of 7-9% between 2019 and 2030. In 2020, the travel & tourism industry''s contribution to the GDP was US$ 121.9 billion.
The travel market in India is projected to reach US$ 125 billion by FY27 from an estimated US$ 75 billion in FY20. The Indian airline travel market was estimated at US$ 20 billion and is projected to double in size by FY27 due to improving airport infrastructure and growing access to passports. The Indian hotel market including domestic, inbound and outbound was estimated at US$ 32 billion in FY20 and is expected to reach US$ 52 billion by FY27, driven by the surging demand from travellers and sustained efforts of travel agents to boost the market.
By 2028, international tourist arrivals are expected to reach 30.5 billion and generate revenue over US$ 59 billion. However, domestic tourists are expected to drive the growth, post pandemic. International hotel chains are increasing their presence in the country, and it will account for around 47% share in the tourism and hospitality sector of India by 2020 and 50% by 2022.
As per the Ministry of Tourism, Foreign Tourist Arrivals (FTAs) in February 2023 were 865,779 with a positive growth rate of 259.4% as compared to 240,896 in February 2022.
FTAs during the period January-February 2023 were 1,733,939 as compared to 442,442 in January-February, 2022.
The percentage share of Foreign Tourist Arrivals in India during February 2023 among the top 15 source countries was highest from Bangladesh (20.3%) followed by the USA (16.4%), UK (11.1%), Canada (5.8%), Australia (3.7%), Malaysia (3.0%), Sri Lanka (2.8%), Russian Federation (2.7%), Germany (2.5%), France (2.4%), Nepal (1.9%), Thailand (1.7%), Singapore (1.5%), Italy (1.2%) and Japan (1.2%).
Rapidly changing customer demands and a boom in guest-facing connected technologies are among the factors changing the risk landscape for hospitality companies. Travel and hospitality is a lucrative industry. Over the years, the industry witnessed a tremendous rise in business. However, despite the gains, inevitable challenges in the accommodation sector make running hotel businesses a little more difficult.
Talent management is a major challenge for the hospitality sector. Every hotel requires quality staff on all fronts; be it administration, maintenance, kitchen, housekeeping, or frontdesk. Lack of skill in the educated youths graduating from education houses is also proving to be a major challenge in the hotel industry.
Price inflation of daily use products, eatables, and other supplies has risen steeply in the last few years. While that has affected all industries, it takes a huge portion of the issues and challenges faced by the tourism and hospitality industry.
Another increased threat in the Industry is the Security threat. While our data security methods have advanced considerably, so have the possibilities of data leaks and virus attacks. Threats of digital data theft and confidential data leaks are a matter of concern for hoteliers globally.
These days, more and more property owners are renting out their rooms or property occasionally. Homestays and vacation rentals promise an authentic local experience besides being convenient. Owing to this, travelers prefer to choose those homestays over hotels and resorts. Other than that, new hotels are entering the market every day. This growing number of homestays and competition is one of the challenges in the hospitality industry.
Every industry is prone to challenges and pitfalls, and the hospitality industry is no exception.
The last couple of years is accurate proof of it. But that same period is also proof that there''s nothing the industry can''t overcome. The way the industry has got back on its feet is indeed commendable.
COMPANY''S STRATEGY FOR SUSTAINED GROWTH IN MEDIUM TO LONG TERM
For the sustained growth of an organization, it is imperative that the Company keeps exploring newer opportunities of growth either through expansion or venturing into new projects. Few of the major focus and attention is on the following:
⢠Confirmation of minimum one head of state for the G20 summit in September along with other high paying delegations from GCC Countries.
⢠Identification of EMC/PCOs to be targeted for Pharma/Automobile/Medical/Sports associations events in Quarter 3 & 4 2023 as per city calendar.
⢠Target on Tourism Boards / Airline/Cruise events for Q4 and Q1 next year.
⢠Continued focus on Diplomatic community and Ministry to capture future visits and delegation - Confirmed business from Ministries, Embassies, other corporate group. Pipeline from World Health Organization and International Labour Organization.
⢠Focus to increase on PSU accounts, Gurgaon market. Touch base with all LNR contracted companies for next year.
⢠Identification of Wedding planners across PAN India, targeting higher APC by selling at minimum revenue. Focus to be on Residential weddings on all auspicious dates. We are working on intercultural weddings on non Saya dates.
⢠High focus to increase penetration from OTA''s through online presence at an optimum price mix data.
⢠Identification of long staying and regular accounts of Competition hotels, to focus on immediate basis.
REVIEW OF OPERATIONAL AND FINANCIAL PERFORMANCE
The Company achieved aggregate revenue of Rs. 25,577.99 lakhs from operations for the year ended 31st March, 2023. The said revenue in the prior year was Rs. 13,052.54 lakhs. Detailed discussions are given under ''Financial Results & the State of Company''s Affairs'' herein-above.
SIGNIFICANT CHANGES IN KEY FINANCIAL RATIOS
Key financial ratios for the year under review vis-a-vis prior year are as under:
|
S. No. |
Key Financial Ratio |
FY 2022-23 |
FY 2021-22 |
|
i |
Operating Profit Margin (%) |
21.27 |
4.60 |
|
ii |
Net Profit Margin (%) |
(32.95) |
(92.72) |
|
iii |
Debtors Turnover |
23.00 |
18.16 |
|
iv |
Inventory Turnover |
34.51 |
23.31 |
|
v |
Current Ratio |
0.10 |
0.07 |
|
vi |
Debt Equity Ratio |
6.66 |
4.32 |
|
vii |
Interest Coverage Ratio |
0.14 |
0.02 |
|
viii |
Return on Net Worth (%) |
(52.23) |
3 o cn o |
Remarks for change in ratio by more than 25% with respect to previous year:-
There is improvement in ratio as there is recovery in business during FY 2022-23.
Net Profit Margin Ratio
Ratio is adverse due to losses incurred by company. There is improvement in ratio as company has made operational profit during the year.
Ratio has become more favorable as compared to previous year because last year due to COVID- 19 pandemic operations of hotels & restaurants halted for some months which resulted in delay in collection from corporate clients.
Inventory Turnover Ratio
Ratio has become more favorable as compared to previous year because last year due to COVID- 19 pandemic operations of hotels & restaurants closed for substantial period during year which resulted in ineffective utilization of inventory.
There is improvement in ratio due to increase in current assets as there is improvement in business operations.
Debt-Equity Ratio
Ratio is adverse because of continuous increase in Debts (due to capitalization of Interest & Creation of FITL) and decrease in Equity due to continuous loss.
Interest Coverage Ratio
Ratio is adverse as company unable to generate enough cash to service its outstanding Debts. There is improvement in ratio due to recovery in the business.
Ratio is marginally adverse as company has continuously suffered losses from previous years.
During the year under review, the Company operates only in one major reportable segment, i.e. Hospitality / Hotel Business. Other business segments i.e. power generation operations & Real Estate operations are governed by different set of risks and returns. However, the respective revenue streams and net profit / (loss) related to those segments though not material for disclosure purposes as separate reportable segment, but, as per condition laid down by Lenders of the Company in One Time Restructuring (OTR) Scheme requires a separate disclosure. Accordingly, in compliance with conditions laid down by the said lenders, the Company has done Segment reporting for Hospitality / Hotel Business, power generation operations & Real Estate operations.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has standard operating procedures for each operational area. It has in place adequate reporting systems in respect of financial performance, operational efficiencies and reporting with respect to compliance of various statutory and regulatory matters. As detailed above, the Internal Auditors have regularly conducted exhaustive audits pertaining to different operational areas and their reports detailing their findings and observations were periodically placed before the Audit Committee. The Audit Committee also takes status of the actions taken on the observations of and recommendations made by the Internal Auditors.
The Company has in place adequate internal controls and systems and these are operating effectively.
HUMAN RESOURCES AND INDUSTRIAL RELATIONS
An organization''s success depends largely on its human resources, its management and good industrial relations. Your Company has always viewed human resource development as a critical activity for achieving its business goals. The Company has maintained cordial industrial relations during the year, and continued to provide comprehensive welfare facilities to its employees to take care of their health, efficiency, economic betterment, etc. and to enable them to give their best at the workplace. It has always supported participative culture in the management of the enterprise through a consultative approach with the collectives, establishing a harmonious relationship for industrial peace leading to higher productivity. Employees'' participation is also ensured through information-sharing with collectives and employees on a regular basis while seeking their support, suggestions and cooperation.
The Company has in place a Policy against Sexual Harassment and has also formed an Internal Complaints Committee (ICC) in compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, no complaint was received or outstanding at the end of the year under review in pursuance of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company enjoys harmonious relationship with its employees. The Company had 644 employees on its rolls as on 31st March, 2023 (previous year end 620)
The awards we win years after years validate our efforts and encourage us to continue to lead by example. The Hotel Hyatt Regency Delhi is recognised for its dining and entertainment experience at award-winning restaurants including: Cafe an all-day dining restaurant; The China Kitchen - the authentic Chinese restaurant; La Piazza for traditional Italian, TK''s Oriental Grill serving Far East Oriental cuisine, Polo Lounge the traditional lounge bar; Latitude 66 ° the Pop-up restaurant serving innovative Indian cuisine with a select beverage list on offer and Sidewalk, the pastry and confectionary store.
The details of awards received during the year are as follows:
Times Food and Nightlife Award - Syrah - Best Middle eastern - Premium Dining restaurant Best Business Hotel - Iconic Awards
Indian Restaurant Awards - The China Kitchen - Best Independent Restaurant #3 Everyday Eats in India by Tripadvisor Traveler''s Choice Best of the Best Awards - Syrah HT City Hall of Fame Awards - La Piazza - Exemplary Italian Restaurant - La Piazza HT City Hall of Fame Awards - World-Class Eastern Mediterranean - Syrah HT City Hall of Fame Awards - Iconic Chinese Restaurant - The China Kitchen DISCLOSURE OF CERTAIN TYPES OF AGREEMENTS BINDING LISTED ENTITIES
No agreement subsists as on the date of notification of clause 5A to para A of part A of schedule III of Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
The Company has not made any application or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) (âIBC Codeâ) during the year. Further, at the end of the year, Company does not have any proceedings related to IBC Code, therefore the same is not applicable.
THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF
During the year under review, the Company has not made one time settlement therefore, the same is not applicable. ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation and gratitude to the Company''s valued customers, the Government of India, State Government of Delhi, and the Financial Institutions and Banks for their continued support and confidence in the Company.
Your Directors also place on record their sincere gratitude to Hyatt International for their co-operation and guidance. Your Directors also commend the sincere efforts put in by the employees at all levels for the growth of the Company.
Mar 31, 2018
DIRECTORSâ REPORT To the Members,
The Directors are pleased to submit their 37th Report together with the Audited Financial Statements for the year ended 31st March, 2018.
FINANCIAL RESULTS & THE STATE OF COMPANYâS AFFAIRS
(on stand-alone basis)
(Rupees in Core)
|
Particulars |
FY 2017-18 |
FY 2016-17 |
|
Revenue from Operations (Net) |
274.44 |
251.19 |
|
Other Income |
31.11 |
9.76 |
|
Total Income |
305.55 |
260.95 |
|
Profit/(Loss) before exceptional items and tax |
(2.75) |
(27.40) |
|
Exceptional Items |
0 |
0 |
|
Profit/(Loss) before Tax |
(2.75) |
(27.40) |
|
Provision for Tax including Deferred Tax (Net) |
0.33 |
11.79 |
|
Net Profit/(Loss) |
(2.42) |
(15.61) |
|
Earnings per share - Basic & Diluted (Rs.) |
(124) |
(8.03) |
Total revenue from operations for the financial year 2017-18 was Rs. 274.44 crore as against Rs. 251.19 core in the prior year, an increase of 9.26% over the prior year.
Combined revenue from Food & Beverage including Wines & Liquor has registered an increase of 19.19% during the year under review, as compared to the prior year. âHouse Aâ, an elite social destination offering membership by invitation only, which was launched in March 2017, and âThe Mansionâ, offering premium banquet facility and a much sought after event venue in the National Capital Region has majorly contributed to this positive development.
Room revenue declined by 3.79% primarily due to lower average room rate, though the occupancy levels were also slightly lower as compared to the previous year.
During the year under review, your Company launched âThe Councilâ, an exclusive members-only club for the captains of the industry to provide them a stimulating environment to conduct their business productively. It offers state of the art facilities for business meetings and exclusive club benefits to its members.
We are pleased to inform that Hotel Hyatt Regency Delhi has been awarded the Platinum rating for sustainability of old construction by the Leedsâ Certification.
Transfer to Reserves/Dividend
In view of the loss suffered by the Company, your Directors are constrained not to recommend any dividend for the year under review.
During the year under review, amount lying to the credit of Revaluation Reserve was transferred to the Retained Earnings as per the requirements of Ind AS.
Further, no amount was transferred to the General Reserve.
Material changes and commitments affecting the financial position of the Company
Your Directors would like to inform that no material changes and commitments have occurred between the end of the financial year under review and the date of this report that may adversely affect the financial position of the Company.
Significant and Material Orders passed by the Regulators or Courts or Tribunals
During the year under review or between the end of that financial year and the date of this report, no significant or material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status and future operations of the Company.
Consolidated Financial Statements
In accordance with the provisions of Section 129 of the Companies Act, 2013 (the Act), your directors have presented the stand-alone financial statements of the Company and consolidated financial statements, comprising financials of the Company and its subsidiaries, as part of this Annual Report.
In accordance with the provisions of Section 136 of the Act, individual balance sheet, statement of profit & loss, report of Board of Directors and report of Auditors of each of the subsidiaries are open for inspection by the shareholders at the registered office of the Company, copies of which may be furnished, if desired by any shareholder.
Foreign Exchange Receipts
The Companyâs earnings in foreign exchange for the year under review amounted to Rs. 132.47 core as compared to Rs. 147.89 core during the prior year.
CAPITAL STRUCTURE
There is no change in the Companyâs capital structure since the last report.
During the year under review, the Company has neither issued equity shares with differential rights as to dividend, voting or otherwise, nor has it issued shares to its employees under any scheme (including sweat equity shares). The Company does not have any outstanding warrants/depository receipts/other convertible securities as on 31stMarch, 2018 or the date of this report.
Un-claimed Shares
In terms of Para F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the details of Un-claimed Shares are as under:
|
Particulars |
No. of holders whose shares are marked as un-claimed |
No. of shares marked as un-claimed |
|
|
A. |
Status of un-claimed shares at the beginning of the year i.e. 1st April, 2017 |
823 |
65395 |
|
B. |
No. of claims received by the Company during the year under review for release of shares |
8 |
713 |
|
C. |
No. of claims settled and shares released to the rightful claimants during the year under review |
17* |
1605* |
|
D. |
Transferred to IEPF pursuant to Section 124(6) of the Companies Act, 2013 |
675 |
37657 |
|
Balance un-claimed shares as at the end of the year i.e. 31st March, 2018 [A-(C D)] |
131 |
26133 |
|
* These includes 9 claims for 892 shares which were received prior to 1s April, 2017, but settled during the year under review. Further, 5 claims for 1705 shares received prior to 1s April, 2017, are still pending for want of proper supporting documents from the investors.
The aforesaid un-claimed shares are held in a separate demit account entitled âAsian Hotels (North) Limited - Un-claimed Suspense Accountâ maintained with Karvy Stock Broking Limited. The voting rights on these shares shall remain frozen till the shares are claimed by and released to the rightful owners.
An aggregate of 77911 equity shares, held by 1318 beneficial owners/shareholders of the Company, in respect of which dividend for all the relevant financial period/years ended 31st March, 2010, 31st March, 2011, 31st March, 2012, 31st March, 2013 and 31st March, 2014 remained unpaid/unclaimed consecutively for a period of seven years up-to 28th October, 2017, were transferred to Investor Education and Protection Fund in accordance with Section 124(6) of the Act read with the Investor Education and Protection Fund (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended or re-stated from time to time.
PROMOTERS
The Company is controlled by the Jatia Group, comprising inter-alia, Mr. Shiv Kumar Jatia, Mr. Amritesh Jatia and in turn the companies controlled by them namely Fineline Holdings Ltd., Mauritius, Yams Enterprises (H.K.) Ltd., Mauritius and Asian Holdings Pvt. Ltd. Such persons directly or indirectly own and control various operating companies of the Jatia Group viz. Asian Hotels (North) Limited and Leading Hotels Limited. All the said constituents singularly and collectively, including the operating companies comprise the Jatia Group. Some of the said constituents exercise control over the Company as directors and/or shareholders.
SUBSIDIARIES
Your Company holds 100% equity as well as preference capital in Finalize Hospitality and Consultancy Pet Ltd., Mauritius (FHCPL). FHCPL holds 80% equity stake in Leon Hotel Ventures Ltd., Mauritius (Leon), and Leon in turn holds 99.76% equity stake in Leading Hotels Limited (Leading), an Indian subsidiary.
Thus, FHCPL has 79.81% economic interest in Leading.
Leading is developing an all villa hotel complex and a PGA standard 18 hole, 72 par championship golf course in Goa for which it has acquired substantial parcels of land. The said project will be under the management of Four Seasons, a world famed hotel chain and Hospitality Management Company.
Leading has already obtained permissions/approvals from various government authorities and there is no adverse legal impediment affecting the continuation of the project work. Project work had started during the year under review. In fact, the basic structure of one âone bed-room villaâ which is being developed as the Experience Centre, has been completed.
Petitions filed before the National Green Tribunal against grant of Coastal Regulation Zone and Private Forest by the competent authorities to the aforesaid project at Goa are being contested by Leading. Based on legal advice received and outcome of similar cases in the past, your directors are hopeful of a favorable outcome and do not foresee these petitions having any material impact on the progress of the project.
During the year under review, no company became a subsidiary or joint venture or associate of the Company. Similarly, no company ceased to be a subsidiary or joint venture or associate during the year under review.
Performance and financial position of the subsidiaries
For performance and financial position of individual subsidiaries, the members may refer to the Statement containing salient features of the financial statements of Companyâs subsidiaries in Form AOC-1 pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2015, annexed to the financial statements.
STATUTORY AUDITORS & THEIR REPORT
M/s. Dhirubhai Shah & Doshi, Chartered Accountants, Ahmadabad (Firm Registration No.- 102511W), were appointed as the statutory auditors of the Company in the 34th Annual General Meeting to hold office from the conclusion of that meeting till the conclusion of the 39th Annual General Meeting of the Company. However, their firmâs name has changed to âM/s. Dhirubhai Shah & Coâ with effect from 5th March, 2018.
M/s. Dhirubhai Shah & Co, Chartered Accountants, have conveyed eligibility for their continued appointment to act as Statutory Auditors of the Company for the financial year 2018-19.
No frauds have been reported under Section 143(12) of the Act by the Auditors of the Company.
Internal Financial Controls over Financial Reporting
The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2018 based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.
In the opinion of the Statutory Auditors of the Company, as expressed by them in their report dated 28th May, 2018, the Company has adequate internal control systems over financial reporting as at 31st March, 2018.
INTERNAL AUDITORS
During the year under review, M/s. S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi, the internal auditors of the Company conducted periodic audits of the Company. The Audit Committee reviews the detailed Internal Audit reports submitted by the Internal Auditors and takes stock of the actions taken on the observations of and recommendations made by them.
Your Directors are confident that there are adequate internal control systems and procedures which are being followed and complied with.
SECRETARIAL AUDITORS & THEIR REPORT
M/s. Chandrasekaran Associates, Company Secretaries, the Secretarial Auditors of the Company, have submitted their report for the financial year ended 31st March, 2018 which is annexed as Annexure âAâ and forms part of this Report.
In compliance with Section 204 of the Act, the Company has re-appointed M/s. Chandrasekaran Associates, Company Secretaries, as Secretarial Auditors for the financial year 2018-19.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Dipendra Bharat Goenka retires by rotation at the ensuing annual general meeting and, being eligible, offers himself for re-appointment. Accordingly, an appropriate resolution is proposed at Item No. 2 of the Notice convening the ensuing annual general meeting.
Further, Mr. Shiv Kumar Jatia, who was re-appointed as Managing Director in the 34th Annual General Meeting held on 21st September, 2015, for a further term beginning 10th April, 2016 completes his current tenure on 31stMarch, 2019. In view of the above, and considering the recommendations of the Nomination and Remuneration Committee, the Board in its meeting held on 28th May, 2018, re-appointed him, subject however to the approval of the shareholders at the ensuing annual general meeting, for a further term of three years from 1st April, 2019 to 31st March, 2022. Accordingly, an appropriate resolution is proposed at Item No. 3 of the Notice convening the ensuing annual general meeting.
The above proposals have been duly approved and consented to by the Nomination and Remuneration Committee and the Board of Directors of the Company.
Earlier, at the 36th Annual General Meeting held during the year under review, Ms. Anita Taper, who retired by rotation, was re-appointed as a director liable to retire by rotation; Mr. Amritesh Jatia, whose term as an Additional Director expired at the aforesaid meeting, was appointed as a director liable to retire by rotation; Mr. Ranjan Kishore Bhattacharya, who was appointed as an Additional Director in the capacity of an independent director, was appointed as an independent director to hold office for a period of five consecutive years from 5th February, 2017 to 4th February, 2022; and Ms. Anita Thapar was re-appointed as a whole-time director, liable to retire by rotation, designated as Executive Director - Administration & Corporate Co-ordination from 28th May, 2018 to 31st March, 2021.
Neither the Managing Director nor the whole-time director of the Company receives any remuneration or commission from any of the Companyâs subsidiaries, except sitting fee to the whole-time director.
Based on the recommendations of the Nomination and Remuneration Committee, Mr. Dinesh Kumar Jain, who superannuated on 30th September, 2017, was re-appointed by the Board of Directors of the Company for a fixed term of three years effective 1st October, 2017 designated as Vice President (Corporate Affairs) & Company Secretary and continue to act as the Compliance Officer of the Company.
DIRECTORSâ RESPONSIBILITY STATEMENT UNDER SECTION 134(5) OF THE COMPANIES ACT, 2013
Pursuant to Section 134(5) of the Act, your Directors confirm as under:
- that in the preparation of the annual accounts for the year ended 31st March, 2018, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;
- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 under review and of the loss of the Company for that year;
- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- that the Directors have prepared the annual accounts on a going concern basis;
- that the Directors have laid down internal financial controls that are being followed by the Company and that such internal financial controls are adequate and are operating effectively; and
- that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.
Significant accounting policies followed by the Company, and the required disclosures are detailed in the Notes to the Financial Statements. Further, applicable Ind AS and related presentation and disclosure norms have been complied with.
INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information required in terms of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo, to the extent possible in the opinion of your Directors, and forming part of this Report, is given in Annexure âBâ.
PARTICULARS OF EMPLOYEES & DISCLOSURES UNDER SECTION 197(12) OF THE ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information pursuant to Section 197(12) of the Act, read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of directors, key managerial personnel and employees of the Company is given in Annexure âCâ and Annexure âDâ respectively, and forms part of this Report.
CORPORATE GOVERNANCE
Pursuant to the provisions of the Listing Regulations, the Corporate Governance Report, together with the Auditorsâ Certificate thereon, is annexed hereto as Annexure âEâ and Annexure âFâ respectively.
Details of various components of remuneration and other disclosures pursuant to Clause IV of Para (B) of Section II of Part II of Schedule V to the Act are given under the head âDirectorsâ Remunerationâ on page nos. 25-26 of the Corporate Governance Report appended hereto as Annexure âEâ.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted the Corporate Social Responsibility (CSR) Committee of the Board of Directors, which presently comprises of four members viz. Mr. Shiv Kumar Jatia, Managing Director who chairs the Committee meetings, and Dr. Alit Bhasin, Mr. Dinesh Chandra Kothari and Mr. Pinaki Misra, Independent Non-Executive Directors. The CSR policy as recommended by the CSR Committee and approved by the Board of Directors in pursuance of Section 134(3)(o) of the Act is enclosed as Annexure âGâ, and forms part of this Report. Further, the Annual Report on CSR activities in pursuance of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, describing inter-alia the initiatives taken by the Company in implementation of its CSR Policy is enclosed as Annexure âHâ, and forms part of this Report.
RISK MANAGEMENT
The Companyâs Board is conscious of the need to periodically undertake the risk assessment, and minimization procedures there-for. During the year under review, the Board in its meeting held on 27th May, 2017, had approved and adopted a âRisk Analysis Report as of 31st March, 2017â delineating the mitigating factors in respect of various risk factors identified therein, and had noted that the Company has adequate âRisk Assessment and Minimization Proceduresâ in place, and that these are working effectively.
Subsequent to the year under review, the Board in its meeting held on 28th May, 2018, had also approved and adopted a âRisk Analysis Report as of 31st March, 2018â delineating the mitigating factors in respect of various risk factors identified therein and further noted that the Company has adequate âRisk Assessment and Minimization Proceduresâ in place, and that these are working effectively.
MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, five Board meetings were held, details of which are given in the Corporate Governance Report annexed to this Report as Annexure âEâ.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has in place a âWhistle Blower Policyâ wherein all employees and directors of the Company are eligible to make protected disclosures to the competent authority i.e. the Chairman of the Audit Committee with respect to any improper activity concerning the Company. The policy provides for direct access to the Chairman, Audit Committee. During the year under review, neither any case was reported under the Whistle Blower Policy nor was anyone denied access to the said competent authority or the Audit Committee.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company in the prescribed Form MGT-9 is annexed to this Report as Annexure âIâ.
BOARD EVALUATION
The Board of Directors of the Company has in place an evaluation criteria for assessment of its own performance, that of the committees of the Board and the individual directors. The Board in its meeting held on 28th May, 2018 has discussed its overall performance on the parameters as laid down in the Nomination, Remuneration and Evaluation Policy and SEBIâs Guidance Note on Board Evaluation, and concluded that the Board and its Committees have been performing efficiently. Further, based on the aforesaid policy, and the feedback received from fellow directors, the Board also evaluated the performance of the individual directors and found it satisfactory.
There was no action required to be taken during the year under review based on the previous yearâs observations on the Board Evaluation. Further, no action is proposed to be taken based on the observations on the Board Evaluation for the year under review.
The details of the evaluation criteria are enumerated in the Nomination, Remuneration and Evaluation Policy which is annexed as Annexure âJâ and forms part of this Report.
DECLARATION BY INDEPENDENT DIRECTORS
The independent non-executive directors of the Company, namely Dr. Lalit Bhasin, Mr. Dinesh Chandra Kothari, Mr. Pinaki Misra and Mr. Ranjan Kishore Bhattacharya have given declaration describing that they continue to conform to the criteria set out for an independent director under Section 149(6) of the Act read with the relevant regulations of the Listing Regulations, and such declarations were taken on record by the Board on 28th May, 2018, being its first meeting during the financial year 2018-19.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts, arrangements or transactions entered in to by the Company during the financial year 2017-18, were in the ordinary course of business and were at an arm''s length basis. During the year under review, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material in accordance with the Companyâs policy on materiality of related party transactions read with the provisions of the Listing Regulations. Accordingly, there are no transactions which are required to be reported in Form AOC-2 in pursuance of Section 188(1) of the Act.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, as applicable, are provided in the Notes to the financial statements.
NOMINATION, REMUNERATION AND EVALUATION POLICY
The Nomination, Remuneration and Evaluation Policy as approved and adopted by the Nomination and Remuneration Committee and the Board of Directors of the Company, enumerating the criteria laid down for nomination/selection, appointment, evaluation and remuneration of the directors and key managerial personnel; and determining qualifications, positive attributes and independence of directors and/or key managerial personnel, is annexed as Annexure âJâ and forms part of this Report.
AUDIT COMMITTEE
During the year under review, the Committee comprised of four members namely Dr. Lalit Bhasin, Mr. Dinesh Chandra Kothari and Mr. Ranjan Kishore Bhattacharya, Independent Non-executive Directors, and Mr. Shiv Kumar Jatia, Managing Director.
The terms of reference of the Audit Committee and information on the Committee meetings held during the year under review, are detailed in the Corporate Governance Report annexed as Annexure âEâ and forms part of this Report.
Further, your Directors would like to inform that all the recommendations made by the Audit Committee during the year under review were duly accepted by the Board.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the Company.
deposits
During the year under review, the Company has not accepted deposits covered under Chapter V of the Act.
LISTING ON STOCK EXCHANGES
The equity shares of the Company are listed on The National Stock Exchange of India Limited and BSE Limited. Further, your Directors would like to inform that the Company has paid up to date Annual Listing Fees to the respective Stock Exchanges.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Para B of Schedule V to the Listing Regulations, the Management Discussion and Analysis Report is given below:
Industry Structure & Developments and Opportunities & Outlook
The Indian economy is expected to grow at 7.4% during the year 2018 which could increase further to 7.8% in the year 2019, according to a report by the International Monetary Fund.
The Indian hospitality sector is expected to witness high growth over the long term. Domestic travel, high disposable income and the advent of better locations are expected to drive this growth. India is expected to have 1,00,000 start-ups by the year 2025 which will not only create employment for millions of people, but also provide an impetus to business travel and related events.
The Indian tourism and hospitality industry has emerged as one of the key drivers of growth among the services sector in India. Tourism in India has significant potential considering the rich cultural and historical heritage, variety in ecology, terrains and places of natural beauty spread across the country. Tourism is also a potentially large employment generator besides being a significant source of foreign exchange for the country.
The deepening penetration of internet usage and smart phones in India has led to increased booking of hotels through online portals and applications in recent times. This is also expected to significantly enlarge the size of the Indian online hotel industry in the coming years.
The hotel industry in India is significantly under-served. The entire country has just only 1,00,000 hotel rooms, which needs to be doubled if India were to meet the demand of new tourists in the coming years. And this is where the Central and the State Governments should be contributing with their policy reforms pro-actively.
Threats, Risks and Concerns
Development of new regions like Atrocity pose threat to hotels in Delhi NCR. Atrocity has managed to eat into the market share thus impacting the occupancy levels and room rates of hotels in Delhi NCR. However, no further addition in the supply of rooms in five-star segment is expected in the financial year 2018-19.
Further, it is expected that threats from substitutes like Airing, which has been successful in Europe and North America, will pose new challenges to the organized hotel industry.
The cost of travel and accommodation in India is often higher than the neighboring countries. Further, limited supply of hotels clubbed with higher cost of travel and accommodation in India means that an increasing number of Indians prefer to go abroad for their holidays.
Talent management is a major challenge for the hospitality sector. Inadequate supply of quality talent and increased competition for talent within the sector and from competing service sectors has made attrition a significant issue to be dealt with.
Companyâs strategy for sustained growth in medium to long term
For the sustained growth of an organization, it is imperative that it keeps exploring newer opportunities of growth either through expansion or venturing in to new projects. In its endeavor for sustained growth, the Board of Directors of the Company is contemplating how to best utilize the additional FAR (Floor Area Ratio) of appox. 30,000 sq. meters which is available to the Company in respect of the piece of land where its hotel Hyatt Regency Delhi is situated, subject to payment of requisite charges to the authorities concerned.
Review of Operational and Financial performance
The Company achieved aggregate revenue of Rs. 274.44 core from operations for the year ended 31st March, 2018. The said revenue in the prior year was Rs. 251.19 crore. Detailed discussions are given under âFinancial Results & the State of Companyâs Affairsâ hereinabove.
Segment wise performance
During the year under review, your Company operated an integrated hotel business at only one location i.e. New Delhi. Power generation, the other business segment being pursued by the Company is governed by a different set of risks and returns. Your Company has two Wind Turbine Generators operating in Maharashtra, but the quantum of assets as well as revenue generated was not significant enough for reporting in terms of the applicable Accounting Standard.
Internal Control Systems including Financial Controls and their adequacy
The Company has standard operating procedures for each operational area. It has in place adequate reporting systems in respect of financial performance, operational efficiencies and reporting with respect to compliance of various statutory and regulatory matters. As detailed above, the Internal Auditors have regularly conducted exhaustive audits pertaining to different operational areas and their reports detailing their findings and observations were periodically placed before the Audit Committee. The Audit Committee also takes stock of the actions taken on the observations of and recommendations made by the Internal Auditors.
The Company has in place adequate internal controls and systems including internal financial control over financial reporting.
Human Resources and Industrial Relations
An organizationâs success depends largely on its human resources, its management and good industrial relations. Your Company has always viewed human resource development as a critical activity for achieving its business goals.
The Company has in place a Policy against Sexual Harassment and has also formed an Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013.
During the year under review, there was a complaint received pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressed) Act, 2013. The said complaint was addressed to the satisfaction of the complainant and reported in the annual return filed pursuant to the aforesaid Act.
The Company enjoys harmonious relationship with its employees. The Company had 743 employees on its rolls as on 31st March, 2018. ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation and gratitude to the Companyâs valued customers, the Government of India, State Government of Delhi, and the Financial Institutions and Banks for their continued support and confidence in the Company.
Your Directors also place on record their sincere gratitude to Hyatt International for their co-operation and guidance.
Your Directors also commend the sincere efforts put in by the employees at all levels for the growth of the Company.
For and on behalf of the Board
Place: New Delhi Shiv Kumar Jatia
Dated: 28th May, 2018 Chairman & Managing Director
DIN:00006187
Mar 31, 2017
To the Members,
The Directors are pleased to submit their 36th Report together with the Audited Financial Statements for the year ended 31st March, 2017.
FINANCIAL RESULTS & THE STATE OF COMPANYâS AFFAIRS
(on stand-alone basis) (Rupees in Crore)
|
Particulars |
FY 2016-17 |
FY 2015-16* |
|
Revenue from Operations (Net) |
251.19 |
241.12 |
|
Other Income |
9.76 |
13.75 |
|
Total Income |
260.95 |
254.87 |
|
Profit/(Loss) before exceptional items and tax |
(27.40) |
(54.79) |
|
Exceptional Items |
0 |
32.17 |
|
Profit/(Loss) before Tax |
(27.40) |
(22.63) |
|
Provision for Tax (Net) |
11.79 |
25.81 |
|
Net Profit/(Loss) |
(15.61) |
3.18 |
|
Surplus Brought Forward |
112.73 |
109.55 |
|
Profit Available for Appropriation |
97.12 |
112.73 |
|
Transfer to General Reserve |
0 |
0 |
|
Proposed Dividend - Equity |
0 |
0 |
|
Surplus Carried Forward |
97.12 |
112.73 |
|
Earnings per share - Basic & Diluted (Rs.) |
(8.03) |
1.64 |
* Re-grouped/re-classified as per financial statements prepared under Ind AS
Total revenue from operations for the financial year 2016-17 was Rs. 251.19 crore as against Rs. 241.12 crore in the prior year, an increase of 4.18% over the prior year.
Combined revenue from Food & Beverage including Wines & Liquor has registered an increase of 3.44% during the year under review, as compared to the prior year.
Your Company has been successful in making significant savings in energy costs by initiating several technological up-gradation measures and strategically using green energy. By taking such measures, we are pleased to inform that your Company has reduced the carbon footprint by about 35%. Further, your Company has applied for Leedsâ Certification for OC, for the hotel building, and expects that Hotel Hyatt Regency Delhi may be awarded the Platinum category rating for sustainability of old construction.
The relatively new banquet facility namely, âThe Mansionâ, operational since August 2014, is a much sought-after event venue in the National Capital Region, and has brought a positive impact on the overall revenue. In March 2017, the Company also launched âHouse Aâ, an elite social destination, offering membership by invitation only, and has received very good response.
Transfer to Reserves/Dividend
In view of the loss suffered by the Company, your Directors are constrained not to recommend any dividend for the year under review.
During the year under review, amount lying to the credit of Tourism Development Utilized Reserve, was merged with the General Reserve. Besides the above, no amount was transferred to the General Reserve.
Material changes and commitments affecting the financial position of the Company
Your Directors would like to inform that no material changes and commitments have occurred between the end of the financial year under review and the date of this report that may adversely affect the financial position of the Company.
Significant and Material Orders passed by the Regulators or Courts or Tribunals
During the year under review or between the end of that financial year and the date of this report, no significant or material orders were passed by the Regulators or Courts or Tribunals which may impact the going concern status and future operations of the Company.
Consolidated Financial Statements
In accordance with the provisions of Section 129 of the Companies Act, 2013 (the Act), your directors have presented the stand-alone financial statements of the Company and consolidated financial statements, comprising financials of the Company and its subsidiaries, as part of this Annual Report.
In accordance with the provisions of Section 136 of the Act, individual balance sheet, statement of profit & loss, report of Board of Directors and report of Auditors of each of the subsidiaries are open for inspection by the shareholders at the registered office of the Company, copies of which may be furnished, if desired by any shareholder.
Foreign Exchange Receipts
The Companyâs earnings in foreign exchange for the year under review amounted to Rs. 147.89 crore as compared to Rs. 127.06 crore during the prior year.
CAPITAL STRUCTURE
There is no change in the Companyâs capital structure since the last report.
During the year under review, the Company has neither issued equity shares with differential rights as to dividend, voting or otherwise, nor has it issued shares to its employees under any scheme (including sweat equity shares).
Un-claimed Shares
In terms of Para F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the details of Un-claimed Shares are as under:
|
Particulars |
No. of holders whose shares are marked as un-claimed |
No. of shares marked as un-claimed |
|
A. Status of un-claimed shares at the beginning of the year i.e. 1st April, 2016 |
834 |
67825 |
|
B. No. of claims received by the Company during the year under review for release of shares |
15 |
4322 |
|
C. No. of claims settled and shares released to the rightful claimants during the year under review |
11 |
2430 |
|
Balance un-claimed shares as at the end of the year i.e. 31st March, 2017 (A-C) |
823 |
65395 |
Note: The status of claims received which are pending for want of proper documents/supports from the investors:
|
Status of Pending Claims |
No. of claims |
No. of shares relating to such claims |
|
Claims received up to 31s1 March, 2015 but pending as on 31s1 March, 2017 |
15 |
1095 |
|
Claims received between 1st April, 2015 and 31s1 March, 2016 but pending as on 31s1 March, 2017 |
0 |
0 |
|
Claims received between 1st April, 2016 and 31s1 March, 2017 but pending as on 31s1 March, 2017 |
9 |
3382 |
|
Total pending claims as on 31st March, 2017 |
24 |
4477 |
|
Add: Claims received between 1st April, 2017 to date |
2 |
125 |
|
Less: Claims settled between 1s April, 2017 to date |
61 |
457 |
|
Claims pending as of date |
20 |
4145 |
* Includes 4 Claims received during financial year 2016-17, which were settled during this period
The aforesaid un-claimed shares are held in a separate demat account entitled âAsian Hotels (North) Limited â Un-claimed Suspense Accountâ maintained with Karvy Stock Broking Limited. The voting rights on these shares shall remain frozen till the shares are claimed by and released to the rightful owners.
PROMOTERS
The Company is controlled by the Jatia Group, comprising inter-alia, Mr. Shiv Kumar Jatia, Mr. Amritesh Jatia and in turn the companies controlled by them namely Fineline Holdings Ltd., Mauritius, Yans Enterprises (H.K.) Ltd., Mauritius and Asian Holdings Pvt. Ltd. Such persons directly or indirectly own and control various operating companies of the Jatia Group viz. Asian Hotels (North) Limited and Leading Hotels Limited. All the said constituents singularly and collectively, including the operating companies comprise the Jatia Group. Some of the said constituents exercise control over the Company as directors and/or shareholders.
SUBSIDIARIES
Your Company holds 100% equity as well as preference capital in Fineline Hospitality and Consultancy Pte. Ltd., Mauritius (FHCPL). FHCPL holds 80% equity stake in Lexon Hotel Ventures Ltd., Mauritius (Lexon), and Lexon in turn holds 99.76% equity stake in Leading Hotels Limited (Leading), an Indian subsidiary.
Thus, FHCPL has 79.81% economic interest in Leading.
Leading is developing an all villa hotel complex, including residential villas and an 18 hole, 72 par championship golf course in Goa for which it has acquired substantial parcels of land. The said project will be under the management of Four Seasons, a world famed hotel chain and Hospitality Management Company.
Leading has already obtained all permissions/approvals from various government authorities and the work has started, at the site, in respect of Experience Centre.
Petition filed against the grant of Coastal Regulation Zone clearance to the aforesaid project at Goa with the National Green Tribunal, is being contested by Leading.
A Public Interest Litigation Writ Petition filed in the High Court of Mumbai at Goa, challenging inter-alia the tenancy free certificates issued for the land acquired by Leading was disposed off, directing the Dy. Collector to hold an inquiry into the claims and issue fresh tenancy free certificates, and in the interim, kept in abeyance the Town & Country Planning and Sanad approvals.
Your Directors are confident of Leading being able to successfully contest the aforesaid and retain the said clearances.
During the year under review, no company became a subsidiary or joint venture or associate of the Company. Similarly, no company ceased to be a subsidiary or joint venture or associate during the year under review.
Performance and financial position of the subsidiaries
For performance and financial position of individual subsidiaries, the members may refer to the Statement containing salient features of the financial statements of Companyâs subsidiaries in Form AOC-1 pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2015, annexed to the financial statements.
STATUTORY AUDITORS & THEIR REPORT
M/s. Dhirubhai Shah & Doshi, Chartered Accountants, Ahmedabad (Firm Registration No.- 102511W), were appointed as the statutory auditors of the Company in the 34th Annual General Meeting to hold office from the conclusion of that meeting till the conclusion of the 39th Annual General Meeting of the Company. Being eligible, they have offered themselves for ratification of their appointment and accordingly, an appropriate resolution is proposed at Item No. 3 of the Notice convening the ensuing annual general meeting for ratification of their appointment to hold office from the conclusion of the ensuing annual general meeting to the conclusion of the 39th Annual General Meeting.
No frauds have been reported under Section 143(12) of the Act by the Auditors of the Company.
Internal Financial Controls over Financial Reporting
The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2017, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.
In the opinion of the Statutory Auditors of the Company, as expressed by them in their report dated 27th May, 2017, the Company has adequate internal control systems over financial reporting as at 31st March, 2017.
INTERNAL AUDITORS
During the year under review, M/s. S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi, the internal auditors of the Company conducted periodic audits of the Company. The Audit Committee reviews the detailed Internal Audit reports submitted by the Internal Auditors and takes stock of the actions taken on the observations of and recommendations made by them.
Your Directors are confident that there are adequate internal control systems and procedures which are being followed and complied with.
SECRETARIAL AUDITORS & THEIR REPORT
M/s. Chandrasekaran Associates, Company Secretaries, the Secretarial Auditors of the Company, in their report for the financial year ended 31st March, 2017, have made the observation that there was a delay in repayment of certain installments of loans including interest amounts thereon to three banks, namely DBS Bank Ltd., IDBI Bank Ltd. and Kotak Mahindra Bank Limited.
The Secretarial Auditors Report is annexed as Annexure âAâ and forms part of this Report.
In compliance with Section 204 of the Act, the Company has re-appointed M/s. Chandrasekaran Associates, Company Secretaries, as Secretarial Auditors for the financial year 2017-18.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Ms. Anita Thapar retires by rotation at the ensuing annual general meeting and, being eligible, offers herself for re-appointment. Further, Ms. Thapar, who was appointed as a whole-time director of the Company for a period of three years effective 28th May, 2015, in the 34th Annual General Meeting of the Company held on 21st September, 2015, and is entrusted with the responsibility of administration & corporate co-ordination and accordingly, designated as Executive Director - Administration & Corporate Co-ordination, completes her term on 27th May, 2018. In view of the above, and considering the recommendations of the Nomination and Remuneration Committee, the Board in its meeting held on 27th May, 2017, re-appointed her, subject however to the approval of the shareholders at the ensuing annual general meeting, for a further term from 28th May, 2018 to 31st March, 2021. Accordingly, appropriate resolutions are proposed at Item Nos. 2 & 6 respectively of the Notice convening the ensuing annual general meeting.
During the year under review, the Board, considering the recommendations of the Nomination and Remuneration Committee, appointed Mr. Pinaki Misra as an Additional Director in the capacity of an independent non-executive director in pursuance of Section 161(1) read with Section 149(6) of the Act, effective 27th May, 2016. Subsequently, his appointment as an independent non-executive director, for a period of five consecutive years ending 26th May, 2021, was approved by the shareholders in the 35th Annual General Meeting.
Mr. Amritesh Jatia, who vacated the office of Director of the Company on 2nd November, 2016, in terms of Section 167(1)(b) of the Act, was subsequently, upon the recommendations of the Nomination and Remuneration Committee, appointed by the Board in its meeting held on 5th December, 2016, as an Additional Director under Section 161(1) of the Act, and holds office up to the date of the ensuing annual general meeting of the Company. The Company has received a notice under Section 160 of the Act, along with requisite deposit, proposing the candidature of Mr. Amritesh Jatia as a director, liable to retire by rotation, in pursuance of Section 152 of the Act. Accordingly, an appropriate resolution is proposed at Item No. 4 of the Notice convening the ensuing annual general meeting.
Mr. Priya Shankar Dasgupta, an independent non-executive director resigned effective 2nd February, 2017.
Based on the recommendations of the Nomination and Remuneration Committee, the Board in its meeting held on 5th February, 2017, appointed Mr. Ranjan Kishore Bhattacharya as an Additional Director in the capacity of an independent non-executive director, in pursuance of Section 161(1) read with Section 149(6) of the Act. Further, subject to the approval of the shareholders in the ensuing annual general meeting, the Board also appointed Mr. Ranjan Kishore Bhattacharya as an Independent Director for a term of five consecutive years from 5th February, 2017 to 4th February, 2022, in pursuance of provisions of Sections 149, 152 and other applicable provisions, if any, of the Act and rules made there-under, read with Schedule IV to the Act, as amended or re-stated from time to time. The Company has also received a notice under Section 160 of the Act from a member proposing his candidature for the office of director. Accordingly, an appropriate resolution is proposed at Item No. 5 of the Notice convening the ensuing annual general meeting.
Mr. Gautam Ramanlal Divan, an independent non-executive director resigned effective 13th February, 2017.
All the above proposals have been duly approved and consented to by the Nomination and Remuneration Committee and the Board of Directors of the Company.
Neither the Managing Director nor the whole-time director of the Company receives any remuneration or commission from any of the Companyâs subsidiaries.
DIRECTORSâ RESPONSIBILITY STATEMENT UNDER SECTION 134(5) OF THE COMPANIES ACT, 2013
Pursuant to Section 134(5) of the Act, your Directors confirm as under:
- that in the preparation of the annual accounts for the year ended 31st March, 2017, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;
- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 under review and of the loss of the Company for that year;
- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- that the Directors have prepared the annual accounts on a going concern basis;
- that the Directors have laid down internal financial controls that are being followed by the Company and that such internal financial controls are adequate and are operating effectively; and
- that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.
Significant accounting policies followed by the Company, and the required disclosures are detailed in the Notes to the Financial Statements. Further, applicable Ind AS and related presentation and disclosure norms have been complied with.
INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information required in terms of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo, to the extent possible in the opinion of your Directors, and forming part of this Report, is given in Annexure âBâ.
PARTICULARS OF EMPLOYEES & DISCLOSURES UNDER SECTION 197(12) OF THE ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information pursuant to Section 197(12) of the Act, read with Rules 5(1), 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of directors, key managerial personnel and employees of the Company is given in Annexure âCâ and Annexure âDâ respectively, and forms part of this report.
CORPORATE GOVERNANCE
Pursuant to the provisions of the Listing Regulations, the Corporate Governance Report, together with the Auditorsâ Certificate thereon, is annexed hereto as Annexure âEâ and Annexure âFâ respectively.
Details of various components of remuneration and other disclosures pursuant to Clause IV of Para (B) of Section II of Part II of Schedule V to the Act are given on page no. 27 of the Corporate Governance Report appended hereto as Annexure âEâ.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted the Corporate Social Responsibility (CSR) Committee of the Board of Directors, which presently comprises of four members viz. Mr. Shiv Kumar Jatia, Managing Director who chairs the Committee meetings and Dr. Lalit Bhasin, Mr. Dinesh Chandra Kothari and Mr. Pinaki Misra, Independent Non-Executive Directors. The CSR policy as recommended by the CSR Committee and approved by the Board of Directors in pursuance of Section 134(3)(o) of the Act is enclosed as Annexure âGâ, and forms part of this Report. Further, the Annual Report on CSR activities in pursuance of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, describing inter-alia the initiatives taken by the Company in implementation of its CSR Policy is enclosed as Annexure âHâ, and forms part of this Report.
RISK MANAGEMENT
The Companyâs Board is conscious of the need to periodically undertake the risk assessment, and minimization procedures there-for. During the year under review, the Board in its meeting held on 13th May, 2016, had approved and adopted a âRisk Analysis Report as of 31st March, 2016â delineating the mitigating factors in respect of various risk factors identified therein. Further, in its meeting held on 27th May, 2016, the Board noted that the Company has adequate âRisk Assessment and Minimization Proceduresâ in place, and that these are working effectively.
Subsequent to the year under review, the Board in its meeting held on 27th May, 2017, had also approved and adopted a âRisk Analysis Report as of 31st March, 2017â delineating the mitigating factors in respect of various risk factors identified therein and further noted that the Company has adequate âRisk Assessment and Minimization Proceduresâ in place, and that these are working effectively.
MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, six Board meetings were held, details of which are given in the Corporate Governance Report annexed to this Report as Annexure âEâ.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has in place a âWhistle Blower Policyâ wherein all employees and directors of the Company are eligible to make protected disclosures to the competent authority i.e. the Chairman of the Audit Committee with respect to any improper activity concerning the Company. The policy provides for direct access to the Chairman, Audit Committee. During the year under review, neither any case was reported under the Whistle Blower Policy nor was anyone denied access to the said competent authority or the Audit Committee.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company in the prescribed Form MGT-9 is annexed to this Report as Annexure âIâ.
BOARD EVALUATION
The Board of Directors of the Company has in place an evaluation criteria for assessment of its own performance, that of the committees of the Board and the individual directors. The Board in its meeting held on 27th May, 2017 has discussed its overall performance on the parameters as laid down in the Nomination, Remuneration and Evaluation Policy and SEBIâs Guidance Note on Board Evaluation, and concluded that the Board and its Committees have been performing efficiently. The details of the evaluation criteria are enumerated in the Nomination, Remuneration and Evaluation Policy which is annexed as Annexure âJâ and forms part of this Report.
DECLARATION BY INDEPENDENT DIRECTORS
The independent non-executive directors of the Company, namely Dr. Lalit Bhasin, Mr. Dinesh Chandra Kothari, Mr. Pinaki Misra and Mr. Ranjan Kishore Bhattacharya have given declaration describing that they continue to conform to the criteria set out for an independent director under Section 149(6) of the Act read with the relevant regulations of the Listing Regulations, and such declarations were taken on record by the Board on 27th May, 2017, being its first meeting during the financial year 2017-18.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts, arrangements or transactions entered in to by the Company during the financial year 2016-17, were in the ordinary course of business and were at an arm''s length basis. During the year under review, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material in accordance with the Companyâs policy on materiality of related party transactions read with the provisions of the Listing Regulations. Accordingly, there are no transactions which are required to be reported in Form AOC - 2.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, as applicable, are provided in the Notes to the financial statements.
NOMINATION, REMUNERATION AND EVALUATION POLICY
The Nomination, Remuneration and Evaluation Policy as approved and adopted by the Nomination and Remuneration Committee and the Board of Directors of the Company, enumerating the criteria laid down for nomination/selection, appointment, evaluation and remuneration of the directors and key managerial personnel; and determining qualifications, positive attributes and independence of directors and/or key managerial personnel, is annexed as Annexure âJâ and forms part of this Report.
AUDIT COMMITTEE
At the Commencement of the year under review, the Committee comprised of four members namely Dr. Lalit Bhasin, Mr. Dinesh Chandra Kothari and Mr. Gautam Ramanlal Divan, Independent Non-executive Directors, and Mr. Shiv Kumar Jatia, Managing Director. However, subsequent to the resignation of Mr. Gautam Ramanlal Divan effective 13th February, 2017, the Audit Committee was reconstituted and Mr. Ranjan Kishore Bhattacharya, an Independent Non-executive Director, was co-opted as its member effective 10th March, 2017.
The terms of reference of the Audit Committee and information on the Committee meetings held during the year under review, are detailed in the Corporate Governance Report annexed as Annexure âEâ and forms part of this Report.
Further, your Directors would like to inform that all the recommendations made by the Audit Committee during the year under review were duly accepted by the Board.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the Company.
DEPOSITS
During the year under review, the Company has not accepted deposits covered under Chapter V of the Act.
LISTING ON STOCK EXCHANGES
The equity shares of the Company are listed on The National Stock Exchange of India Limited and BSE Limited. Further, your Directors would like to inform that the Company has paid up to date Annual Listing Fees to the respective Stock Exchanges.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Para B of Schedule V to the Listing Regulations, the Management Discussion and Analysis Report is given below:
Industry Structure & Developments and Opportunities & Outlook
The Indian economy is expected to grow at 7.2% in the financial year 2017-18 and may further accelerate to 7.5% in the financial year 2018-19, according to a report by the World Bank. The growth in India had slowed down to 6.8% in the financial year 2016-17 due to a combination of factors namely weak investments and the impact of demonetization. However the economy is expected to recover and the growth is expected to accelerate gradually to 7.7% by the financial year 2019-20. Timely and smooth implementation of the goods and services tax (GST) regime could prove to be a significant challenge to the economy during the financial year 2017-18.
Indiaâs rising middle class and increasing disposable incomes has continued to support the growth of domestic and outbound tourism. As per the Ministry of Tourism, foreign touristsâ arrival (FTAs) on e-tourist visa increased 56.6% year-on-year in December 2016. In the year 2016, foreign tourist arrivals on e-visas more than doubled to 10.8 lacs from 4.45 lacs in the year 2015, partly because the e-visa facility was extended to 161 countries as against 113 countries previously.
India is expected to be ranked amongst the top five business travel markets globally by the year 2030.
International hotel chains will likely increase their expansion and investment plans in India, and are expected to account for 50% share in the Indian hospitality industry by the year 2022, from 44% presently.
The Indian tourism and hospitality industry has emerged as one of the key drivers of growth among the services sector in India. Tourism in India has significant potential considering the rich cultural and historical heritage, variety in ecology, terrains and places of natural beauty spread across the country. Tourism is also a potentially large employment generator besides being a significant source of foreign exchange for the country.
The deepening penetration of internet usage and smart phones in India has led to increased booking of hotels through online portals and applications in recent times. This is also expected to significantly enlarge the size of the Indian online hotel industry in the coming years.
Threats, Risks and Concerns
The expected threats to the economic growth include stress in the financial sector, uncertainty in global environment and fallout of demonetization on small and informal economy.
With the increase of supply of rooms at the city of Delhi and influx of good four star hotels, the pressure on both transient as well as group rates are visible in the market.
With the new GST proposed taxes at 28% may still not shift tourist preference from neighboring destinations like Singapore who enjoy much lower tax slabs in the hospitality sector.
Review of Operational and Financial performance
The Company achieved aggregate revenue of Rs. 251.19 crore from operations for the year ended 31st March, 2017. The said revenue in the prior year was Rs. 241.12 crore. Detailed discussions are given under âFinancial Results & the State of Companyâs Affairsâ hereinabove.
Segment wise performance
During the year under review, your Company operated an integrated hotel business at only one location i.e. New Delhi. Power generation, the other business segment being pursued by the Company is governed by a different set of risks and returns. Your Company has two Wind Turbine Generators (WTGs) operating in Maharashtra, but the quantum of assets as well as revenue generated was not significant enough for reporting in terms of the applicable Accounting Standard.
Internal Control Systems including Financial Controls and their adequacy
The Company has standard operating procedures for each operational area. It has in place adequate reporting systems in respect of financial performance, operational efficiencies and reporting with respect to compliance of various statutory and regulatory matters. As detailed above, the Internal Auditors have regularly conducted exhaustive internal audits pertaining to different operational areas and their reports detailing their findings and observations were periodically placed before the Audit Committee. The Audit Committee also takes stock of the actions taken on the observations of and recommendations made by the Internal Auditors.
The Company has in place adequate internal controls and systems including internal financial control over financial reporting.
Human Resources and Industrial Relations
An organizationâs success depends largely on its human resources, its management and good industrial relations. Your Company has always viewed human resource development as a critical activity for achieving its business goals.
The Company has in place a Policy against Sexual Harassment and has also formed an Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company enjoys harmonious relationship with its employees. The Company had 697 employees on its rolls as on 31st March, 2017.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation and gratitude to the Companyâs valued customers, the Government of India, State Government of Delhi, and the Financial Institutions and Banks for their continued support and confidence in the Company.
Your Directors also place on record their sincere gratitude to Hyatt International for their co-operation and guidance.
Your Directors also commend the sincere efforts put in by the employees at all levels for the growth of the Company.
For and on behalf of the Board
Place: New Delhi Shiv Kumar Jatia
Date: 27th May, 2017 Chairman & Managing Director
DIN:00006187
Mar 31, 2016
To the Members,
The Directors are pleased to submit their 35th Report together with the Audited Financial Statements for the year ended 31st March, 2016.
FINANCIAL RESULTS & THE STATE OF COMPANYâS AFFAIRS
(on stand-alone basis)
(Rupees in Crore)
|
Particulars |
FY 2015-16 |
FY 2014-15 |
|
Revenue from Operations (Net) |
240.74 |
232.49 |
|
Other Income |
13.64 |
30.95 |
|
Profit Before Interest, Depreciation & Prior period adjustments |
85.92 |
75.01 |
|
Interest & Finance charges |
137.84 |
93.64 |
|
Depreciation & Amortization |
22.71 |
26.54 |
|
Exceptional Items |
(32.17) |
0 |
|
Prior Year Adjustments |
0.34 |
0.16 |
|
Profit/(Loss) Before Tax |
(42.8) |
(45.33) |
|
Provision for Taxation (Net) |
25.81 |
2.84 |
|
Net Profit/(Loss) |
(16.99) |
(48.18) |
|
Surplus Brought Forward |
109.37 |
159.26 |
|
Depreciation Adjustment based on transitional provisions under Schedule II to the Companies Act, 2013 |
0 |
(171) |
|
Profit Available for Appropriation |
92.38 |
109.37 |
|
Transfer to General Reserve |
0 |
0 |
|
Proposed Dividend - Equity |
0 |
0 |
|
Corporate Dividend Tax |
0 |
0 |
|
Surplus Carried Forward |
92.38 |
109.37 |
|
Earnings per share - Basic & Diluted (Rs.) |
(8.74) |
(24.77) |
Total net revenue from operations for the financial year 2015-16 was Rs. 240.74 crore as against Rs. 232.49 crore in the prior year, a moderate increase of 3.55%.
Combined revenue from Food & Beverage including Wines & Liquor has registered an increase of 9.4% during the year under review, as compared to the prior year. âThe Mansionâ, the new banquet facility which became operational in August 2014, is a much sought-after event venue in the National Capital Region. Your Directors expect it to bring increasingly more revenue, from Food & Beverage but will also have a positive impact on room occupancy because of conventions and meetings and will thus improve the overall revenue.
Other income during the year under review was Rs. 13.64 crore (prior year Rs. 30.95 crore) which included gain on foreign currency transactions and translation (other than considered as finance cost) of Rs. 3.75 crore (prior year Rs. 2.27 crore); net gain on sale of fixed assets of Rs. 4.22 crore (prior year Rs. 24.75 crore) and total interest income of Rs. 1.15 crore (prior year Rs. 2.35 crore).
Transfer to Reserves / Dividend
In view of the loss suffered by the Company, your Directors are constrained not to recommend any dividend for the year under review.
Further, no amount has been transferred to the General Reserve. However, an addition of Rs. 86.77 lac to the General Reserve has been made during the year under review because of deduction of the like amount from Revaluation Reserve, being the amount withdrawn on account of depreciation on the increased amount of assets due to revaluation, that has been credited to the General Reserve based on the guidance provided by âApplication Guide on the Provisions of Schedule II to the Companies Act, 2013â issued by the Institute of Chartered Accountants of India.
Material changes and commitments affecting the financial position of the Company
Your Directors would like to inform that no material changes and commitments have occurred between the end of the financial year under review and the date of this report that may adversely affect the financial position of the Company.
Significant and Material Orders passed by the Regulators or Courts or Tribunals
During the year under review or between the end of that financial year and the date of this report, no significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and future operations of the Company.
Consolidated Financial Statements
In accordance with the provisions of Section 129 of the Companies Act, 2013 (the Act), your directors have presented the stand-alone financial statements of the Company and consolidated financial statements, comprising financials of the Company and its subsidiaries, as part of this Annual Report.
In accordance with the provisions of Section 136 of the Act, individual balance sheet, statement of profit & loss, report of Board of Directors and report of Auditors of each of the subsidiaries are open for inspection by the shareholders at the registered office of the Company, copies of which may be furnished, if desired by any shareholder.
Foreign Exchange Receipts
The Companyâs earnings in foreign exchange for the year under review amounted to Rs. 127.06 crore as compared to Rs. 126.11 crore during the prior year.
CAPITAL STRUCTURE
There is no change in the Companyâs capital structure since the last report.
During the year under review, the Company has neither issued equity shares with differential rights as to dividend, voting or otherwise, nor has it issued shares to its employees under any scheme (including sweat equity shares).
Un-claimed Shares
In terms of Para F of Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the details of Un-claimed Shares are as under:
|
Status |
No. of holders whose shares are marked as un-claimed |
No. of shares marked as unclaimed |
|
A. Status of un-claimed shares at the beginning of the year i.e. 1st April, 2015 |
848 |
69629 |
|
B. No. of claims received by the Company during the year under review for release of shares |
17 |
2874 |
|
C. No. of claims settled and shares released to the rightful claimants during the year under review |
14 |
1804 |
|
Balance un-claimed shares as at the end of the year i.e. 31st March, 2016 (A-C) |
834 |
67825 |
Note: The status of claims received which are pending for want of proper documents / supports from the investors:
Claim received during financial year 2015-16
The aforesaid un-claimed shares are held in a separate demat account entitled âAsian Hotels (North) Limited - Un-claimed Suspense Accountâ maintained with Karvy Stock Broking Limited. The voting rights on these shares shall remain frozen till the shares are claimed by and released to the rightful owners.
PROMOTERS
The Company is controlled by the Jatia Group, comprising inter-alia, Mr. Shiv Kumar Jatia, Mr. Amritesh Jatia and in turn the companies controlled by them namely Fineline Holdings Ltd., Mauritius, Yans Enterprises (H.K.) Ltd., Mauritius and Asian Holdings Pvt. Ltd. Such persons directly or indirectly own and control various operating companies of the Jatia Group viz. Asian Hotels (North) Limited and Leading Hotels Limited. All the said constituents singularly and collectively, including the operating companies comprise the Jatia Group. Some of the said constituents exercise control over the Company as directors and / or shareholders.
SUBSIDIARIES
Your Company holds 100% equity as well as preference capital in Fineline Hospitality and Consultancy Pte. Ltd., Mauritius (FHCPL). FHCPL holds 80% equity stake in Lexon Hotel Ventures Ltd., Mauritius (Lexon), and Lexon in turn holds 99.76% equity stake in Leading Hotels Limited (Leading), an Indian subsidiary.
Thus, FHCPL has 79.81% economic interest in Leading.
Leading is developing an all villa hotel complex, including residential villas and an 18 hole, 72 par championship golf course in Goa for which it has acquired substantial parcels of land. Leading has already obtained all permissions/approvals from various government authorities and the work has started at the site. The said project will be under the management of Four Seasons, a world famed hotel chain and Hospitality Management Company.
Petitions have been filed against the grant of Environmental and Coastal Regulation Zone clearances to the aforesaid project at Goa with the National Green Tribunal, which are being contested by Leading. Your Directors are confident of Leading being able to successfully get the petitions quashed and retain the said clearances, which are essential for the completion of its projects.
|
Status of Pending Claims |
No. of claims |
No. of shares relating to such claims |
|
Claims received up to 31s1 March, 2015 but pending as on 31s1 March, 2016 |
17 |
1515 |
|
Claims received between 1st April, 2015 and 31s1 March, 2016 but pending as on 31st March, 2016 |
3 |
1070 |
|
Total pending claims as on 31st March, 2016 |
20 |
2585 |
|
Add: Claims received between 1st April, 2016 to date |
3 |
1937 |
|
Less: Claims settled between 1st April, 2016 to date |
12 |
70 |
|
Claims pending as of date |
22 |
4452 |
Further, several legal disputes, including a Public Interest Litigation have been initiated by the owners and / or tenants of the land acquired by Leading for the aforesaid project at Goa, and others over the Leadingâs rights, process of acquisition of land and compliance with the provisions of Tenancy Act, which are pending adjudication at various forums including at District and High Courts. Based on the legal advice and outcome of similar cases in the past, your Directors are hopeful of favorable outcome and do not foresee them to have any material impact on the progress of the said project.
During the year under review, no company became a subsidiary or joint venture or associate of the Company. However, subsequent to the sale of Kolkata land in July 2015, the Companyâs entire shareholding in Newtown Hospitality Private Limited was divested, and accordingly, it ceased to be a subsidiary with effect from 27th July, 2015. Besides, no other company ceased to be a subsidiary or joint venture or associate during the year under review.
Performance and financial position of the subsidiaries
For performance and financial position of individual subsidiaries, the members may refer to the Statement containing salient features of the financial statements of Companyâs subsidiaries in Form AOC-1 pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2015, annexed to the financial statements.
STATUTORY AUDITORS & THEIR REPORT
M/s. Dhirubhai Shah & Doshi, Chartered Accountants, Ahmadabad (Firm Registration No.- 102511W), were appointed as the statutory auditors of the Company in the previous annual general meeting to hold office from the conclusion of the 34th Annual General Meeting till the conclusion of the 39th Annual General Meeting of the Company. Being eligible, they have offered themselves for ratification of their appointment and accordingly, an appropriate resolution is proposed at Item No. 4 of the Notice convening the ensuing annual general meeting for ratification of their appointment to hold office from the conclusion of this annual general meeting to the conclusion of the 39 th Annual General Meeting.
Internal Financial Controls over Financial Reporting
The Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India.
In the opinion of the Statutory Auditors of the Company, as expressed by them in their report dated 27th May, 2016, the Company has adequate internal control systems for financial reporting as at 31st March, 2016.
INTERNAL AUDITORS
During the year under review, M/s. S. S. Kothari Mehta & Co., Chartered Accountants, New Delhi, the internal auditors of the Company conducted periodic audits of the Company. The Sub-Committee on Internal Audit reviews the detailed Internal Audit reports submitted by the Internal Auditors and reports its findings / observations to the Audit Committee, which in turn takes stock of the actions taken on the observations of and recommendations made by the Internal Auditors.
Your Directors are confident that there are adequate internal control systems and procedures which are being followed and complied with.
SECRETARIAL AUDITORS & THEIR REPORT
M/s. Chandrasekaran Associates, Company Secretaries, the Secretarial Auditors of the Company, in their report for the financial year ended 31st March, 2016, have made the observation that there was a delay in repayment of certain installments of loans including interest amounts thereon to three banks, namely DBS Bank Ltd., IDBI Bank Ltd. and Bank of Maharashtra. The disclosures made in the Notes to the Financial Statements are self explanatory in this regard.
The Secretarial Auditors Report is annexed as Annexure âAâ and forms part of this Report.
In compliance with Section 204 of the Act, the Company has re-appointed M/s. Chandrasekaran Associates, Company Secretaries, as Secretarial Auditors for the financial year 2016-17.
ALTERATION OF ARTICLES OF ASSOCIATION
With the introduction of the Companies Act, 2013, the Articles of Association of the Company were amended in the 34th Annual General Meeting to bring these in line with the provisions of the Act. However, in the process certain discrepancies and typographical mistakes had occurred inadvertently. In view of the above, and further to incorporate the provisions of the newly introduced SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, it was considered appropriate to adopt a fresh set of Articles of Association and accordingly, an appropriate special resolution is proposed at Item No. 5 of the Notice convening the ensuing annual general meeting.
The proposed Articles of Association have been uploaded on the Companyâs website and may be viewed thereat.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Amritesh Jatia retires by rotation at the ensuing annual general meeting and, being eligible, offers himself for re-appointment.
Dr. Lalit Bhasin, Mr. Dinesh Chandra Kothari, Mr. Gautam Ramanlal Divan and Mr. Priya Shankar Dasgupta, the independent non-executive directors were appointed pursuant to Section 149 of the Act for a term of five years from the conclusion of the 33rd Annual General Meeting held on 30th September, 2014 and hold office up to the 38th Annual General Meeting or 29th September, 2019, whichever is earlier. In terms of Clause VIII(2) of Schedule IV to the Act, the Board in its meeting held on 27th May, 2016, evaluated the performance of the independent directors in terms of the criteria set out in the Nomination, Remuneration and Evaluation Policy, and finding their performance to be satisfactory, decided to continue with their respective terms.
During the year under review, Mrs. Archana Jatia resigned from the office of director effective 17th April, 2015. However, the vacancy so caused was filled up in the first Board meeting held after her resignation, i.e. on 28th May, 2015, when Ms. Anita Thapar was appointed as an additional director, and was designated as Executive Director - Administration & Corporate Co-ordination, liable to retire by rotation; and the said appointment was approved by the shareholders in the previous annual general meeting.
In the 34th Annual General Meeting held on 21st September, 2015, Mr. Shiv Kumar Jatia was re-appointed as the Managing Director of the Company for a further term beginning 10th April, 2016 to 31st March, 2019, not liable to retire by rotation.
Based on the recommendations of the Nomination and Remuneration Committee, the Board in its meeting held on 27th May, 2016, appointed Mr. Pinaki Misra as an Additional Director in the capacity of an independent non-executive director, in pursuance of Section 161(1) read with Section 149(6) of the Act. Further, subject to the approval of the shareholders in this annual general meeting, the Board also appointed Mr. Pinaki Misra as an Independent Director for a term of five consecutive years from 27th May, 2016 to 26th May, 2021, in pursuance of provisions of Sections 149, 152 and other applicable provisions, if any, of the Act and rules made there-under, read with Schedule IV to the Act, as amended or re-stated from time to time. The Company has also received a notice under Section 160 of the Act from a member proposing his candidature for the office of director, and accordingly, an appropriate resolution is proposed at Item No. 6 of the Notice convening the ensuing annual general meeting.
All the above proposals have been duly approved and consented to by the Nomination and Remuneration Committee and the Board of Directors of the Company.
Neither the Managing Director nor the whole-time director of the Company receives any remuneration or commission from any of the Companyâs subsidiaries.
Further, during the year under review, Mr. Jyoti Subarwal, President - Finance & Operations, the Chief Financial Officer of the Company superannuated on 15th September, 2015. The Board places on record its sincere appreciation of the services rendered by Mr. Jyoti Subarwal.
On the basis of the recommendations of the Nomination and Remuneration Committee, the Board in its meeting held on 21st September, 2015 appointed Mr. Prakash Chandra Sharma, Vice President - Corporate Finance as the Chief Financial Officer of the Company pursuant to Section 203 of the Act.
DIRECTORSâ RESPONSIBILITY STATEMENT UNDER SECTION 134(5) OF THE COMPANIES ACT, 2013
Pursuant to Section 134(5) of the Act, your Directors confirm as under:
- that in the preparation of the annual accounts for the year ended 31st March, 2016, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;
- that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates 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 under review and of the loss of the Company for that year;
- that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
- that the Directors have prepared the annual accounts on a going concern basis;
- that the Directors have laid down internal financial controls that are being followed by the Company and that such internal financial controls are adequate and are operating effectively; and
- that the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and are operating effectively.
Significant accounting policies followed by the Company, and the required disclosures are detailed in the Notes to the Financial Statements.
INFORMATION REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS & OUTGO
The information required in terms of Section 134 of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014, pertaining to the conservation of energy, technology absorption and foreign exchange earnings and outgo, to the extent possible in the opinion of your Directors, and forming part of this Report, is given in Annexure âBâ.
PARTICULARS OF EMPLOYEES & DISCLOSURES UNDER SECTION 197(12) OF THE ACT READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT & REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The information pursuant to Section 197(12) of the Act, read with Rule 5(1) and Rules 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, in respect of directors, key managerial personnel and employees of the Company is given in Annexure âCâ and Annexure âDâ respectively and form part of this report.
CORPORATE GOVERNANCE
Pursuant to the provisions of the Listing Regulations, the Corporate Governance Report, together with the Auditorsâ Certificate thereon, is annexed hereto as Annexure âEâ and Annexure âFâ respectively.
Details of various components of remuneration and other disclosures pursuant to Clause IV of Para (B) of Section II of Part II of Schedule V to the Act are given on page no. 21 of the Corporate Governance Report appended hereto as Annexure âEâ.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Act read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, the Company has constituted the Corporate Social Responsibility (CSR) Committee of the Board of Directors, which comprises of four members viz. Mr. Shiv
Kumar Jatia, Managing Director who chairs the Committee meetings; and Dr. Lalit Bhasin, Mr. Dinesh Chandra Kothari, and Mr. Gautam Ramanlal Divan, Independent Non-Executive Directors. The CSR policy as recommended by the CSR Committee and approved by the Board of Directors is enclosed as Annexure âGâ, in pursuance of Section 134(3)(o) of the Act and forms part of this Report. Further, the Annual Report on CSR activities in pursuance of Rule 8 of the Companies (Corporate Social Responsibility Policy) Rules, 2014, describing inter-alia the initiatives taken by the Company in implementation of its CSR Policy is enclosed as Annexure âHâ and forms part of this Report.
RISK MANAGEMENT
The Companyâs Board is conscious of the need to periodically undertake the risk assessment and minimization procedures there-for. Subsequent to the year under review, the Board in its meeting held on 13th May, 2016, had approved and adopted a âRisk Analysis Report as of 31st March, 2016â delineating the mitigating factors in respect of various risk factors identified therein. Further, in its meeting held on 27th May, 2016, the Board noted that the Company has adequate âRisk Assessment and Minimization Proceduresâ in place, and that these are working effectively.
MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, seven Board meetings were held, details of which are given in the Corporate Governance Report annexed to this Report as Annexure âEâ.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has in place a âWhistle Blower Policyâ wherein all employees and directors of the Company are eligible to make protected disclosures to the competent authority i.e. the Chairman of the Audit Committee with respect to any improper activity concerning the Company. The policy provides for direct access to the Chairman, Audit Committee. During the year under review, neither any case was reported under the Whistle Blower Policy nor was anyone denied access to the said competent authority or the Audit Committee.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company in the prescribed Form MGT-9 is annexed to this Report as Annexure âIâ.
BOARD EVALUATION
The Board of Directors of the Company has in place an evaluation criteria for assessment of its own performance, that of the committees of the Board and the individual directors. The Board in its meeting held on 27th May, 2016 has discussed its overall performance on the parameters as laid down in the Nomination, Remuneration and Evaluation Policy and concluded that the Board and its Committees have been performing well as efficient units. The details of the evaluation criteria are enumerated in the Nomination, Remuneration and Evaluation Policy which is annexed as Annexure âJâ and forms part of this Report.
DECLARATION BY INDEPENDENT DIRECTORS
The independent non-executive directors of the Company namely, Dr. Lalit Bhasin, Mr. Dinesh Chandra Kothari, Mr. Priya Shankar Dasgupta and Mr. Gautam Ramanlal Divan have given declaration describing that they continue to conform to the criteria set out for an independent director under Section 149(6) of the Act read with the relevant regulations of the Listing Regulations, and such declarations were taken on record by the Board in its first meeting held during the financial year 2016-17.
Further, such declaration was also received from Mr. Pinaki Misra and was taken on record by the Board while approving his appointment as an independent non-executive director, in its meeting held on 27th May, 2016.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
All contracts, arrangements or transactions entered in to by the Company during the financial year 2015-16, were in the ordinary course of business and were at an arm''s length basis. During the year under review, the Company had not entered into any contract, arrangement or transaction with related parties which could be considered material in accordance with the Companyâs policy on materiality of related party transactions read with the provisions of the Listing Regulations.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act, as applicable, are provided in the Notes to the financial statements.
NOMINATION, REMUNERATION AND EVALUATION POLICY
The Nomination, Remuneration and Evaluation Policy as approved and adopted by the Nomination and Remuneration Committee and the Board of Directors of the Company, enumerating the criteria laid down for nomination / selection, appointment, evaluation and remuneration of the directors and key managerial personnel; and determining qualifications, positive attributes and independence of directors and / or key managerial personnel, is annexed as Annexure âJâ and forms part of this Report.
AUDIT COMMITTEE
The details of composition of the Audit Committee, its terms of reference and meetings held during the year under review, forms part of the Corporate Governance Report, annexed to this Report as Annexure âEâ.
Further, your Directors would like to inform that all the recommendations made by the Audit Committee during the year under review were duly accepted by the Board.
CHANGE IN THE NATURE OF BUSINESS
During the year under review, there has been no change in the nature of business of the Company.
deposits
During the year under review, the Company has not accepted deposits covered under Chapter V of the Act.
LISTING ON STOCK EXCHANGES
The equity shares of the Company are listed on The National Stock Exchange of India Limited and BSE Limited. Further, your Directors would like to inform that the Company has paid up to date Annual Listing Fees to the respective Stock Exchanges.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Para B of Schedule V to the Listing Regulations, the Management Discussion and Analysis Report is given below:
Industry Structure & Developments and Opportunities & Outlook
According to a Ministry of Tourism report (World Travel & Tourism Councilâs Economic Impact 2015), foreign tourist arrival in India increased at a compound annual growth rate of 7.1% during the calendar years 2005-2015. Further, it is expected that by the year 2025 foreign tourist arrival in India would reach 15.3 million. With the Government of India further de-regulating / relaxing FDI norms in a host of industries, especially the defense sector and with stronger bilateral trade, the international business travel and delegation business into New Delhi is expected to see a gradual increase.
According to World Bank - India Development Update, Indiaâs economic growth is expected to rise to 7.9% and 8% respectively during the financial years 2016-17 and 2017-18. With a steady increase in the upper middle class, even the domestic tourist is increasingly upgrading its hotel preferences and this trend is also contributing to the increasing demand in five-star hotel segment.
Threats, Risks and Concerns
Even though there is growth in demand, the additional supply of rooms in the NCR Region, especially in Aerocity area, do pose a threat to both base occupancy levels and average room rates.
Review of Operational and Financial Performance
The Company achieved aggregate revenue of Rs. 240.74 crore from operations for the year ended 31st March, 2016. The said revenue in the prior year was Rs. 232.49 crore. Detailed discussions are given under âFinancial Results & the State of Companyâs Affairsâ hereinabove.
Segment wise performance
During the year under review, your Company operated an integrated hotel business at only one location i.e. New Delhi. Power generation, the other business segment being pursued by the Company is governed by a different set of risks and returns. Your Company has two Wind Turbine Generators (WTGs) operating in Maharashtra, but the quantum of assets as well as revenue generated was not significant enough for reporting in terms of the applicable Accounting Standard.
Internal Control Systems including Financial Controls and their adequacy
The Company has standard operating procedures for each operational area. It has in place adequate reporting systems in respect of financial performance, operational efficiencies and reporting with respect to compliance of various statutory and regulatory matters. As detailed above, the Internal Auditors have regularly conducted exhaustive internal audits pertaining to different operational areas and their reports were periodically placed before the Sub-Committee on Internal Audit, which reported its findings / observations to the Audit Committee. The Audit Committee takes stock of the actions taken on the observations of and recommendations made by the Internal Auditors.
The Company has in place adequate internal controls and systems including internal financial control over financial reporting.
Human Resources and Industrial Relations
An organizationâs success depends largely on its human resources, its management and good industrial relations. Your Company has always viewed human resource development as a critical activity for achieving its business goals.
The Company has in place a Policy against Sexual Harassment and has also formed an Internal Complaints Committee as per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
During the year under review, there was no case filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
The Company enjoys harmonious relationship with its employees. The Company had 628 employees on its rolls as on 31st March, 2016.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation and gratitude to the Companyâs valued customers, the Government of India, State Government of Delhi, and the Financial Institutions and Banks for their continued support and confidence in the Company.
Your Directors also place on record their sincere gratitude to Hyatt International for their co-operation and guidance.
Your Directors also commend the sincere efforts put in by the employees at all levels for the growth of the Company.
For and on behalf of the Board
Place: New Delhi Shiv Kumar Jatia
Dated: 8th August, 2016 Chairman & Managing Director
DIN:00006187
Mar 31, 2014
Dear Members,
The Directors are pleased to submit their 33rd Report together with
the Audited Accounts for the year ended 31st March, 2014.
FINANCIAL results (on stand-alone basis) (Rupees in Crores)
FY 2013-14 FY 2012-13
Revenue from Operations (Net) 227.76 215.83
Other Income 65.14 50.52
Profit Before Interest, 127.78 108.85
Depreciation & Prior
period adjustments
Interest & Finance charges 73.42 52.33
Depreciation & Amortisation 11.43 11.96
Prior Year Adjustments 0.08 0.11
Provision for impairment 51.20 0.00
on value of investment
Profit/(Loss) Before Tax (8.34) 44.45
Provision for Taxation (Net) 15.32 15.00
Net Profit/(Loss) (23.66) 29.45
Surplus Brought Forward 185.19 161.02
Profit Available for Appropriation 161.53 190.47
Transfer to General Reserve 0.00 2.94
Proposed/Paid Dividend - Preference Shares 0.00 0.05
Proposed Dividend - Equity 1.95 1.95
Corporate Dividend Tax 0.33 0.34
Surplus Carried Forward 159.25 185.19
Earning per share - Basic & Diluted (Rs.) (12.16) 15.11
Despite marginal decrease in the room revenue, total net revenue from
operations for the financial year 2013-14 was Rs. 227.76 crore as
against Rs. 215.83 crore in the prior year, a moderate increase of
5.5%. Though the occupancy levels increased as compared to the prior
year, the room revenue declined primarily due to a significant drop in
the average room rate during the year under review.
Revenue from Food & Beverage in the year under review registered a
significant increase of 15.9% over the prior year. With the completion
of the Expansion Project and the new banquet facility namely, "The
Mansion" becoming operational from August 2014, your Directors expect
revenue from Food & Beverage to further improve in the current year.
This will also have a positive impact on room occupancy and improve
overall revenue too.
Other income during the year under review was Rs. 65.14 (prior year Rs.
50.52 crore) which included gain on foreign currency transactions and
translation (other than considered as finance cost) of Rs. 26.16 crore
(prior year Rs. 28.43 crore); net gain on sale of Fixed Assets of Rs.
26.83 crore (prior year - nil) and interest income of Rs. 7.83 crore on
loan extended to the overseas subsidiary (prior year Rs. 19.84 crore).
As regards the Auditors'' observation in para 16 of the Annexure to
their Report, your Directors wish to clarify that the Company has
availed a term loan of Rs. 30 crore and placed it in a fixed deposit as
security for a loan availed by Leading Hotels Limited, a subsidiary of
the Company as the subsidiary is still at a nascent stage and is trying
to tie-up project loans on its own. Further, with regard to the
Auditors'' observation in para 17 of the Annexure to their Report,
your Directors wish to clarify that due to the Expansion project (now
complete), the Company temporarily utilized certain short-term funds
for repayment of long-term loans and interest thereon to meet the
temporary cash flow mismatch. The said short-term loans are being
re-paid as per respective repayment schedule.
Your Directors are confident that the Company has adequate arrangements
to meet its liabilities in time.
DIVIDEND
Your Directors are pleased to recommend a dividend of Re. 1.00 per
equity share.
FORIEGN EXCHANGE RECEIPTS
The Company''s earnings in foreign exchange for the year under review
amounted to Rs. 140.94 crore [including interest income of Rs. 7.83
crore (prior year Rs. 19.84 crore) from an overseas subsidiary] as
compared to Rs. 153.15 crore during the prior year.
CAPITAL STRUCTURE
An amount of Rs. 44.10 crore towards redemption of 49,00,000 1%
Non-convertible Preference Shares due on 30th June, 2013, was duly
discharged.
There is no other change in the Company''s capital structure since the
last report.
Un-claimed Shares
In terms of Clause 5A.II of the Listing Agreement, the details of
Unclaimed Shares are as under:
Status No. Of holders whose No. of shares marked as
shares are marked as un-claimed
un-claimed
Status of un-claimed 857 72720
shares as of the date
of last Directors''
report
No. of claims settled 3 1120
and shares released
to the rightful
claimants since then*
Balance un-claimed 854 71600
shares as on date
* A total of 18 claims for 1742 shares are pending for want of proper
documents/supports from the investors since shares were transferred to
Un-claimed Suspense Account. These include 2 claims for 140 shares
received during the year under review.
These un-claimed shares are held in a separate demat account entitled
"Asian Hotels (North) Limited - Un-claimed Suspense Account" with
Karvy Stock Broking Limited.
PROMOTERS
The Company is controlled by the Jatia Group, comprising inter-alia Mr.
Shiv Kumar Jatia, Mr. Amritesh Jatia and in turn companies controlled
by them namely Fineline Holdings Ltd., Yans Enterprises (H.K.) Ltd. and
Asian Holdings Pvt. Ltd. Such persons directly or indirectly own and
control various operating companies of the Jatia Group viz Asian Hotels
(North) Limited (AHNL) and Leading Hotels Limited (Leading). All the
said constituents singularly and collectively, including the operating
companies comprise Jatia Group. Some of the said constituents exercise
control over the Company as directors and / or shareholders.
EXPANSION PLANS / FUTURE PROSPECTS
Hotel Suites (Serviced Apartments) Project
Your Directors are pleased to report that during the year under review
the Hotel Suites (Serviced Apartments) Project comprising the new
stand-alone tower having serviced apartments and commercial space has
been completed and capitalized. During the year under review, the
Company sold certain commercial areas comprised in four floors and a
part of the ground floor of this new stand-alone tower. Further, during
the current financial year the Company has sold certain additional
commercial areas comprised in two floors, and has leased out /
committed to lease out certain residential apartments on long term
lease.
The Company intends to sell or lease out rest of the floors / areas
with a primary objective of utilizing the proceeds thereof to reduce
the Company''s overall debt and has already initiated a postal ballot
process vide Notice of Postal Ballot dated 24th July, 2014 to obtain
your approval under Section 180(1)(a) of the Companies Act, 2013 (the
Act).
Renovation and Expansion Project
Your Directors are pleased to inform that the new Ball Room namely
''The Mansion'' has been completed and all requisite approvals have
been received. Accordingly, the banqueting facilities at the ground
floor have become operational from August 2014. A whole new concept of
live kitchen stations has been introduced. However, the first floor of
the new Ball Room having meeting rooms shall be operational by the end
of 2014.
Kolkata Project
Your Directors are pleased to inform that a six acre plot of land
acquired from West Bengal Housing Infrastructure Development
Corporation Limited (WBHIDCO) for constructing a hotel with permissible
commercial space in New Town, Kolkata has been registered in the name
of the Company. However, given the current economic scenario and the
Company''s liquidity position, it does not seem viable to develop the
said property independently. Hence it is proposed to sell and transfer
the land to a wholly owned subsidiary namely, New Town Hospitality
Private Limited and develop the project as a joint venture or through
any other viable business model. Postal ballot process initiated vide
Notice of Postal Ballot dated 24th July, 2014 includes a suitable
proposal in this respect also.
INVESTMENTS / SUBSIDIARIES
Your Company''s exposure in its wholly owned overseas subsidiary
namely, Fineline Hospitality and Consultancy Pte. Ltd., Mauritius
(FHCPL) as on 31st March, 2013, comprised of the following:
* 11910114 ordinary shares (100% of its equity) of No Par Value of
USD 1,08,49,054;
* 10193679 5% Cumulative Redeemable Preference Shares of USD 1 each
(CRPS) amounting to USD 1,01,93,679; and
* Foreign Currency Loan of USD 7,67,82,214 and interest accrued
thereon up to 31st March, 2013 of the sum of USD 54,22,095.
At the request of FHCPL, the interest accrued on the loan up to 31st
March, 2013, and a part of the loan to the extent of USD 3,17,28,851
aggregating to USD 3,71,50,946 were utilized for acquiring 36089886
further ordinary shares of No Par Value in FHCPL as on 1st April, 2013.
Further, on 14th November, 2013, the balance outstanding loan of USD
4,50,53,363 and interest accrued thereon from 1st April, 2013 to that
date amounting to USD 12,42,219 aggregating to USD 4,62,95,582 were
utilized for acquiring 46295582 ordinary shares of No Par Value.
Consequent to the above, your Company holds 94295582 ordinary shares of
No Par Value amounting to USD 9,42,95,582 and 10193679 CRPS amounting
to USD 1,01,93,679.
Your Company holds 100% equity as well as preference capital in FHCPL.
FHCPL holds 80% equity stake in Lexon Hotel Ventures Ltd., Mauritius
(Lexon), and Lexon in turn holds 99.76% equity stake in Leading Hotels
Limited (Leading), an Indian subsidiary.
Thus FHCPL has 79.81% economic interest in Leading.
Leading is developing an all villa hotel complex, including residential
villas and a 18 hole, 72 par championship golf course in Goa for which
it has acquired substantial parcels of land. Leading has already
obtained substantial permissions/approvals from various government
authorities and the rest are in pipeline. Your Directors expect
construction of sample villa to commence by the year end. Leading is in
advanced negotiations with its bankers for the project loan.
The said project will be under the management of Four Seasons, a world
famed hotel chain and Hospitality Management Company.
In addition to the above, the Company has recently acquired a wholly
owned subsidiary namely New Town Hospitality Private Limited, and as
mentioned hereinabove, the Company proposes to transfer the six acre
plot of land acquired in New Town, Kolkata to this subsidiary for
development of a hotel as a joint venture (JV) or through any other
viable business model. The Company is already in dialogue with
prospective JV partners.
Consolidated Financial Results
In pursuance of General Circular No. 2/2011 dated 8th February, 2011,
issued by the Ministry of Corporate Affairs, Government of India, your
Directors have opted to avail of the general exemption granted under
Section 212(8) of the Companies Act, 1956 from attaching individual
balance sheet, statement of profit & loss and reports of the Board of
Directors and Auditors of the subsidiaries along with the holding
company''s balance sheet.
In view of the above, your directors have presented the stand-alone
financial statements of the Company; and consolidated financial
statements comprising financials of the Company and its subsidiaries,
as part of this Annual Report.
Individual balance sheet, statement of profit & loss, report of Board
of Directors and report of Auditors of each of the subsidiaries are
open for inspection by the shareholders at the registered office of the
Company and its subsidiaries'' respectively, copies of which may be
furnished, if desired by any shareholder.
AUDITORS
M/s. Mohinder Puri & Company, Chartered Accountants, New Delhi, the
present auditors of the Company, retire at the forthcoming Annual
General Meeting and are eligible for re-appointment. They have
certified that they are eligible for appointment as statutory auditors
and their appointment, if made, will be in accordance with the limits
specified under Section 139 of the Act.
The Audit Committee has recommended their re-appointment.
INTERNAL AUDIT
During the year under review, M/s. S. S. Kothari Mehta & Co., Chartered
Accountants, New Delhi, the internal auditors of the Company conducted
periodic audits of the operations of the Company.
The Audit Committee regularly takes stock of the actions taken on the
observations and recommendations made by the Internal Auditors. Your
Directors are confident that there are adequate internal control
systems and procedures which are being followed and complied with.
SECRETARIAL AUDITORS
In compliance with Section 204 of the Act, the Company has appointed
Dr. S. Chandrasekaran, Senior Partner, M/s Chandrasekaran Associates,
Company Secretaries, as Secretarial Auditors for the financial year
2014-15.
DIRECTORS
Mr. Ramesh Jatia vacated the office of director with effect from 7th
November, 2013, pursuant to Section 283(1)(g) of the Companies Act,
1956.
Mr. Dipendra Bharat Goenka was appointed as an additional director
effective 26th March, 2014, in pursuance of Section 161(1) of the Act
read with Article 107(a) of the Articles of Association of the Company.
Subsequent to the year under review, Mrs. Archana Jatia was also
appointed as an additional director effective 8th August, 2014, in
pursuance of Section 161(1) of the Act read with Article 107(a) of the
Articles of Association of the Company to comply with Section 149(1) of
the Act.
In accordance with the provisions of Section 152 of the Act and Article
116 and Article 117 of the Article of Association, Mr. Amritesh Jatia
retires by rotation at the ensuing annual general meeting and, being
eligible, offers himself for re-appointment.
In terms of Section 149 read with Section 152 of the Act, which came in
to effect on 1st April, 2014, an independent director is not required
to retire by rotation, and may be appointed for a term of up-to five
consecutive years on the Board of the Company. In view of the above, it
is proposed to appoint the existing independent non-executive directors
namely, Dr. Lalit Bhasin, Mr. Dinesh Chandra Kothari, Mr. Gautam
Ramanlal Divan and Mr. Priya Shankar Dasgupta respectively for a term
of five years from the conclusion of the 33rd annual general meeting
scheduled to be held on 30th September, 2014 to 38th annual general
meeting or up to 29th September, 2019, whichever is earlier.
The Company has received separate notices under Section 160 of the Act
proposing the candidature of Mr. Dipendra Bharat Goenka, Mrs. Archana
Jatia, Dr.
Lalit Bhasin, Mr. Dinesh Chandra Kothari, Mr. Gautam Ramanlal Divan and
Mr. Priya Shankar Dasgupta for the office of director, and therefore,
appropriate proposals have been included in the agenda for the
forthcoming annual general meeting for your consideration. The
Nomination & Remuneration Committee has reviewed and recommended their
respective appointments.
Further, a proposal enabling the Company to pay commission on profit to
non-executive directors for a five year period beginning 1st April,
2014, has been included in pursuance of Section 197 read with Section
198 of the Act for your consideration.
DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE
COMPANIES ACT, 1956
Pursuant to Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm as under:
- that in the preparation of annual accounts for the year ended 31st
March, 2014, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures, if any;
- that the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates 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 under review and of the
loss of the Company for that year;
- that the Directors have taken proper and sufficient care 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 and detecting fraud and other
irregularities; and
- that the Directors have prepared the annual accounts on a going
concern basis.
Significant accounting policies followed by the Company, and the
required disclosures are detailed in the Notes to the Financial
Statements.
INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
The information required in terms of Section 217(1) (e) of the
Companies Act, 1956 read with Rule 2 of the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988,
pertaining to the conservation of energy, technology absorption, and
foreign exchange earnings and outgo, to the extent possible in the
opinion of your Directors, and forming part of this Report, is given in
Annexure ''A''.
PARTICULARS OF EMPLOYEES
The information pursuant to Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975, and
forming part of this Report, is given in Annexure ''B''.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, the Corporate
Governance Report, together with Auditors'' Certificate thereon, is
annexed hereto as Annexure ''C'' and ''D'' respectively.
CORPORATE SOCIAL RESPONSIBILITY
Pursuant to Section 135 of the Act read with the Companies (Corporate
Social Responsibility Policy) Rules, 2014, the Company has formed the
Corporate Social Responsibility (CSR) Committee of the Board of
Directors, which has been entrusted the task of formulating a CSR
policy with a major focus on promoting education, healthcare &
sanitation, and waste management, pollution control and environment
protection.
Your Company''s hospitality undertaking i.e. Hyatt Regency Delhi takes
regular initiatives for community services by engaging in volunteer
work with organizations like Tamana, Ashray Bhawan, Sallam Balak Trust,
Aarohan, Can Support to name a few. The Company through the Hyatt
Thrive corporate social responsibility platform assisted non-profitable
organizations in organizing wellness awareness run, hosting a blood
donation camp, hygiene and hospitality camp and supporting causes
espoused by these organizations.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report is given below:
Industry Structure & Developments and Opportunities & Outlook
Industry sources indicate that the domestic tourism continues to remain
robust, but the international tourism has not been good in the past
years. With an increase in the crime rate in the country, especially
against women, the international arrivals are adversely impacted. While
the overall demand remains, at the best, stable, the increase in supply
of rooms in the NCR, would continue to adversely affect the average
room rate.
Threats, Risks and Concerns
Domestic insurgency, terrorism, global geo-political situations and
slow down of world economy are major concerns for the hospitality
industry at macro level.
In the last couple of years, a number of hotels have come up in Delhi
and its neighbourhood and a few more are likely to open shortly,
including those in the Aerocity, Delhi. The increased inventory of
rooms is likely to impact the occupancy level as well as average room
rate, thus posing a challenge to the existing hotels in the said
region.
Review of Operational and Financial performance
The Company achieved aggregate revenue from operations of Rs. 227.76
crores for the year ended 31st March, 2014. Said revenue in the prior
year was Rs. 215.83 crores.
During the year under review, the occupancy level improved but the
average room rate dropped impacting the overall profitability.
Segment wise performance
During the year under review, your Company operated an integrated hotel
business at only one location i.e. New Delhi. Power generation, the
other business segment being pursued by the Company is governed by a
different set of risks and returns. Your Company has two Wind Turbine
Generators (WTGs) operating in Maharashtra, but the quantum of assets
as well as revenue generated was not significant enough for reporting
in terms of the applicable Accounting Standard.
Internal Control Systems and their adequacy
The Company has standard operating procedures for each operational
area. It has in place adequate reporting systems in respect of
financial performance, operational efficiencies and reporting with
respect to compliance of various statutory and regulatory matters. As
detailed above, the Internal Auditors have regularly conducted
exhaustive internal audits pertaining to different operational areas
and their reports were periodically placed before the Audit Committee
for its review and recommendations.
The Company has in place adequate internal controls and systems.
Human Resources and Industrial Relations
An organization''s success depends largely on its human resources, its
management and good industrial relations. Your Company has always
viewed human resource development as a critical activity for achieving
its business goals.
The Company enjoys harmonious relationship with its employees. The
Company had 769 employees on its rolls as on 31st March, 2014.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation and gratitude
to the Company''s valued customers, the Government of India, State
Government of Delhi, and the Financial Institutions and Banks for their
continued support and confidence in the Company.
Your Directors also place on record their sincere gratitude to Hyatt
International for their co-operation and guidance.
Your Directors also commend the sincere efforts put in by the employees
at all levels for the growth of the Company.
For and on behalf of the Board
Place: New Delhi Shiv Kumar Jatia
Dated: 8th August, 2014 Chairman & Managing Director
DIN:00006187
Mar 31, 2013
To the members''
The Directors are pleased to submit their 32nd Report together with
the Audited Accounts for the year ended 31st March'' 2013.
FinAnCiAl resUlts (on stand-alone basis)
(Rupees in Crores)
FY 2012-13 FY 2011-12
Revenue from Operations (Net) 215.83 225.76
Other Income 50.52 50.51
Proft Before Interest'' Depreciation
& Prior period adjustments 108.85 112.87
Interest & Finance charges 52.33 46.90
Depreciation & Amortisation 11.96 11.49
Prior Year Adjustments 0.11 (0.01)
Proft Before Tax 44.45 54.49
Provision for Taxation (Net) 15.00 18.83
Net Proft 29.45 35.66
Surplus Brought Forward 161.02 132.38
Proft Available for Appropriation 190.47 168.04
Transfer to General Reserve 2.94 3.57
Proposed/Paid Dividend -
Preference Shares 0.05 0.05
Proposed Dividend  Equity 1.95 2.92
Corporate Dividend Tax 0.34 0.48
Surplus Carried Forward 185.19 161.02
Earning per share -
Basic & Diluted (Rs.) 15.11 18.30
Net revenue from operations declined marginally to Rs. 215.83 crores
for the year under review as compared to Rs. 225.76 crores achieved
during prior year.
The decline in revenue was primarily attributable to the drop in room
revenue'' caused by marginal drop in the occupancy level and signifcant
drop in the average room rate during the year under review.
Other income during the year under review was Rs. 50.52 crores (prior
year Rs. 50.51 crores) which included gain on foreign currency
transactions and translation (other than considered as fnance cost) of
Rs. 28.43 crores (prior year Rs. 39.64 crores) and interest income of
Rs. 19.84 crores on loan extended to the overseas subsidiary (prior
year Rs. 9.08 crore).
As regards the Auditors'' observation in para 17 of the Annexure to
their Report'' your Directors wish to clarify that due to the just
completed Hotel Suites (Serviced Apartments) project and the ongoing
Expansion project'' the Company temporarily utilized certain short-term
funds for long-term purposes to meet the cash fow mismatch. The said
short-term loans are being re-paid as per schedule.
Your Directors are confdent that the Company has adequate arrangements
to meet its liabilities in time.
diVidend
After providing for obligatory dividend of 1% on the outstanding
non-convertible preference shares'' your Directors are pleased to
recommend a dividend of Re. 1.00 per equity share.
ForeiGn eXCHAnGe reCeiPts
The Company''s earnings in foreign exchange for the year under review
amounted to Rs. 153.15 crore [including interest income of Rs. 19.84
crore (prior year Rs. 9.08 crore) from an overseas subsidiary] as
compared to Rs. 149.22 crore during the prior year.
CAPitAl strUCtUre
49''00''000 1% Non-convertible Preference Shares'' which were outstanding
at the end of year under review were due for redemption on 30th June''
2013. The redemption amount of Rs. 44.10 crore was duly discharged.
There is no other change in the Company''s capital structure since the
last report.
Unclaimed shares
In terms of Clause 5A.II of the Listing Agreement'' the details of
Unclaimed Shares are as under:
status no. of holders whose shares no. of shares marked as are marked
as unclaimed unclaimed Status of unclaimed shares as on 1st April'' 2012
865 72027
Additional unclaimed shares during the year under review 1 1400
Total Unclaimed Shares 866 73427
No. of claims settled and shares released to the rightful claimants
during the said 9 707 year*
Balance un-claimed shares as at 31st march'' 2013 857 72720
* The Company received 19 claims for an aggregate of 1767 shares during
the year under review.
These unclaimed shares are held in a separate demat account entitled
"Asian Hotels (North) Limited  Un-claimed Suspense Account" with Karvy
Stock Broking Limited.
Promoters
The Company is controlled by the Jatia Group'' comprising inter-alia Mr.
Shiv Kumar Jatia'' Mr. Amritesh Jatia and in turn companies controlled
by them namely Fineline Holdings Ltd.'' Yans Enterprises (H.K.) Ltd. and
Asian Holdings Pvt. Ltd.
Such persons directly or indirectly own and control various operating
companies of the Jatia Group viz Asian Hotels (North) Limited (AHNL)
and Leading Hotels Limited (Leading). All the said constituents
singularly and collectively'' including the operating companies comprise
Jatia Group. Some of the said constituents exercise control over the
Company as directors and / or shareholders. The said group and its
constituents have no control over the persons / entities clubbed under
"Other Promoters" and should not be deemed to be acting in concert with
any entity or person other than those forming part of the Jatia Group.
eXPAnsion PlAns / FUtUre ProsPeCts
Hotel suites (serviced Apartments) Project
Your Directors are pleased to report that the Hotel Suites (Serviced
Apartments) Project has been completed and that your Company is in the
process of applying for the Completion Certifcate.
renovation and expansion Project
Your Directors are pleased to inform that the renovation of rooms is
complete except in respect of 42 rooms which has been re-scheduled to
the summer of 2014 for operational expediency.
The original plan for the new ball room has been replaced with a whole
new concept of live kitchen stations. Further'' its built-up area has
been increased by 14600 sq. ft. to 47650 sq. ft. The new ball room will
be spanned over two levels. While the ground foor will be completed by
January 2014'' the frst foor is expected to be ready by April 2014.
Renovation of existing suites'' up-gradation of the ftness center'' and
pre-function area'' and construction of additional meeting rooms has
been deferred.
Kolkata Project
Your Directors are pleased to further inform that the Company has made
full payment in respect of the plot of land measuring approx. six acres
to West Bengal Housing Infrastructure Development Corporation Limited
(WBHIDCO) for setting up of a hotel in Kolkata.
The Company is exploring the possibilities of forging a joint venture
for development of Kolkata Hotel Project with suites and residential
apartments.
inVestments / sUBsidiAries
Fineline Hospitality and Consultancy Pte. Ltd.'' Mauritius (FHCPL)'' the
overseas subsidiary in which the Company initially had 53% equity
participation'' controlled 79% equity stake in Magus Estates and Hotels
Limited (Magus). Magus'' which owned Four Seasons'' Mumbai'' had planned
construction of a 60 storey tower comprising of commercial (offce)
block'' hotel rooms'' serviced apartments and private residential
condominiums as part of its expansion plan. Due to apparent change in
the Maharashtra State Policy with regard to FSI available in case of
mixed use projects'' the expansion plan had to be shelved. The rollback
of the expansion plan raised the apprehension of an imminent impairment
in the value of Company''s investment in its subsidiary'' namely FHCPL
which could have signifcantly reduced the enterprise value of your
Company.
To avoid such an eventuality'' and to preserve and protect the interest
of the minority shareholders'' FHCPL'' at the instance of the promoters''
implemented the rearrangement of its underlying assets by replacing
Leading Hotels Limited (Leading) in place of Magus. The impairment
impact caused in the fnancial statements of FHCPL on account of Magus
was set-off against the capital reserves to the tune of US$ 79.69
million created as a result of buy back of entire shareholding of'' and
write-off of loans due to Fineline Holdings Limited (FHL)'' which held
the balance 47% equity in FHCPL and is one of the promoter entities of
your Company.
Consequent to the above'' with effect from 29th January'' 2013'' your
Company holds 100% equity in FHCPL'' which in turn holds 80% equity
stake in Lexon Hotel Ventures Ltd.'' Mauritius (Lexon); and Lexon in
turn holds 99.76% equity stake in Leading.
Thus FHCPL is your Company''s wholly owned subsidiary with 79.81%
economic interest in Leading.
Leading is developing an All Villa Hotel Complex'' including residential
Villas and a 18 hole'' 72 par Championship Golf Course in Goa'' and has
acquired 190 acres of land and is in the process of obtaining various
governmental consents and approvals. The Goa project is expected to
cost Rs. 1030 crore. Your Directors expect construction of sample
villas to commence early next year. The said project will be under the
management of Four Seasons'' a world famed hotel chain and Hospitality
Management Company.
Subsequent to the rearrangement of subsidiaries'' at the request of
FHCPL'' the interest accrued on the loan to subsidiary upto 31st March''
2013'' and a part of the loan itself'' aggregating to US$ 3''71''50''946
were utilized for acquiring 36089886 further equity shares in FHCPL as
on 1st April'' 2013.
Consolidated Financial results
In pursuance of General Circular No. 2/2011 dated 8th February'' 2011''
issued by the Ministry of Corporate Affairs'' Government of India'' your
Directors have opted to avail of the general exemption granted under
Section 212(8) of the Act from attaching individual balance sheet''
statement of proft & loss and reports of the Board of Directors and
Auditors of the subsidiaries along with the holding company''s balance
sheet.
In view of the above'' your directors have presented the stand-alone
fnancial statements of the Company; and consolidated fnancial
statements comprising fnancials of the Company and its subsidiaries'' as
part of this Annual Report.
Individual balance sheet'' statement of proft & loss'' report of Board of
Directors and report of Auditors of each of the subsidiaries are open
for inspection by the shareholders at the registered offce of the
Company and its subsidiaries'' respectively'' copies of which may be
furnished'' if desired by any shareholder.
AUditors
M/s. Mohinder Puri & Company'' Chartered Accountants'' New Delhi'' the
present auditors of the Company'' retire at the forthcoming Annual
General Meeting and are eligible for re-appointment. They have certifed
that their appointment'' if made'' will be in accordance with the limits
specifed under Section 224 (1B) of the Act.
The Audit Committee has recommended their re-appointment.
internAl AUdit
During the year under review'' M/s. Lodha & Co.'' Chartered Accountants''
New Delhi'' the internal auditors of the Company conducted periodic
audits of the operations of the Company.
Effective 1st April'' 2013'' M/s. S. S. Kothari Mehta & Co. were
appointed as the internal auditors.
The Audit Committee regularly takes stock of the actions taken on the
observations and recommendations made by the Internal Auditors.
direCtors
Mr. Vinod Kumar Dhall'' an independent non-executive director'' resigned
from the offce of director with effect from 11th December'' 2012.
Further'' Mr. Raj Kumar Jatia and Mr. Adarsh Jatia'' two of the promoter
directors'' resigned from directorship of the Company vide their
respective letters dated 26th January'' 2013'' which took effect from 4th
February'' 2013. Consequently'' Mr. Adarsh Jatia vacated the offce of
Joint Managing Director as well.
Subsequent to the year under review'' Mr. Aseem Chawla was appointed as
an alternate director to Mr. Gautam R. Divan. Mr. Chawla ceased to hold
that offce effective 7th August'' 2013.
In accordance with the provisions of Section 255 read with Section 256
of the Act and Article 116 and Article 117 of the Article of
Association'' Mr. Priya Shankar Dasgupta and Mr. Amritesh Jatia retire
by rotation at the ensuing annual general meeting and'' being eligible''
offer themselves for re-appointment.
direCtors'' resPonsiBilitY stAtement Under seCtion 217(2AA) oF tHe
ComPAnies ACt'' 1956
Pursuant to Section 217 (2AA) of the Act'' your Directors confrm as
under:
 that in the preparation of annual accounts for the year ended 31st
March'' 2013'' the applicable Accounting Standards have been followed
along with proper explanation relating to material departures'' if any;
 that the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates 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 fnancial year under review and of the
proft of the Company for that year;
 that the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
 that the Directors have prepared the annual accounts on a going
concern basis.
Signifcant accounting policies followed by the Company'' and the
required disclosures are detailed in the Notes to the Financial
Statements.
inFormAtion reGArdinG ConserVAtion oF enerGY etC.
The information required in terms of Section 217(1) (e) of the Act''
read with Rule 2 of the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules'' 1988'' pertaining to the
conservation of energy'' technology absorption'' and foreign exchange
earnings and outgo'' to the extent possible in the opinion of your
Directors'' and forming part of this Report'' is given in Annexure ''A''.
PArtiCUlArs oF emPloYees
The information pursuant to Section 217(2A) of the Act'' read with the
Companies (Particulars of Employees) Rules'' 1975'' and forming part of
this Report'' is given in Annexure ''B''.
CorPorAte GoVernAnCe
Pursuant to Clause 49 of the Listing Agreement'' the Corporate
Governance Report'' together with Auditors'' Certifcate thereon'' is
annexed hereto as Annexure ''C'' and ''D'' respectively.
CorPorAte soCiAl resPonsiBilitY
As part of Corporate Social Responsibility drive'' the Company through
the Hyatt Thrive corporate responsibility platform'' look after the
communities through volunteerism'' fundraising and other initiatives to
help sustain thriving communities.
Tamana'' a school for special needs children'' providing its students
with an individual educational programme'' was supported for its charity
fashion show and Easter Celebrations. Your Company also sponsored the
venue for the exhibition cum sale by various artisans to raise funds
for Tamana Autism Centre during their ''Tamana Summer Splendor'' and
''Tamana Winter Carnival''.
Besides the above'' the Company also supported various NGOs namely
Ashray Bhawan'' Sai Ashram Animal Centre'' Sallam Balak Trust and Action
for Autism for their various activities.
ACKnoWledGement
Your Directors place on record their sincere appreciation and gratitude
to the Company''s valued customers'' the Government of India'' State
Government of Delhi'' and the Financial Institutions and Banks for their
continued support and confdence in the Company.
Your Directors also place on record their sincere gratitude to Hyatt
International for their co-operation and guidance.
Your Directors also commend the sincere efforts put in by the employees
at all levels for the growth of the Company.
For and on behalf of the Board
Place: New Delhi shiv Kumar Jatia
Dated: 18th August'' 2013 Chairman & Managing Director
DIN: 00006187
Mar 31, 2012
The Directors are pleased to submit their 31st Report together with
the Audited Accounts for the year ended 31st March, 2012.
FINANCIAL RESULTS (on stand-alone basis) (Rupees in Crores)
FY 2011-12 FY 2010-11
Revenue from Operations (Net) 225.76 240.58
Other Income 50.51 1.91
Profit Before Interest,
Depreciation & Prior period
adjustments 112.87 84.64
Interest & Finance charges 46.90 29.97
Depreciation & Amortisation 11.49 10.88
Prior Year Adjustments (0.01) (0.01)
Profit Before Tax 54.49 43.80
Provision for Taxation (Net) 18.83 15.22
Net Profit 35.66 28.58
Surplus Brought Forward 132.38 112.36
Profit Available for Appropriation 168.04 140.94
Transfer to General Reserve 3.57 2.85
Proposed/Paid Dividend
- Preference Shares 0.05 0.05
Proposed Dividend - Equity 2.92 4.86
Corporate Dividend Tax 0.48 0.80
surplus Carried Forward 161.02 132.38
Earning per share - Basic & Diluted
(Rs.) 18.30 21.10
Net revenue from operations declined marginally to Rs. 225.76 crores
for the year under review as compared to Rs. 240.58 crores achieved
during prior year. In comparison, the Company registered a significant
increase in other income viz. Rs. 50.51 crores as against Rs. 1.91
crores during prior year, which was primarily due to difference in
exchange rates (Rs. 39.64 crores for the year under review as against
Rs. 0.01 crores in the prior year) and interest income of Rs. 9.56
crores on loan extended to the overseas subsidiary (prior year Nil).
Resultantly, the Company registered an increase of nearly 25% in
post-tax profits at Rs. 35.66 crores for the year under review as
against Rs. 28.58 crores in the prior year.
As regards the Auditors' observation in para 17 of the Annexure to
their Report, your Directors wish to clarify that due to the ongoing
Serviced Apartments and Expansion projects, the Company temporarily
utilized certain short term funds for long term purposes to meet the
cash flow mismatch. The said short term loans are being re-paid as per
schedule.
Your Directors are confident that the Company has adequate arrangements
to meet its liabilities in time.
DIVIDEND
After providing for obligatory dividend of 1% on the outstanding
non-convertible preference shares, your Directors are pleased to
recommend a dividend of Rs. 1.50 per equity share.
FOREIGN EXCHANGE RECEIPTS
The Company's earnings in foreign exchange for the year under review
amounted to Rs. 149.70 crores [including interest income of Rs. 9.56
crores (prior year Nil) from an overseas subsidiary] as compared to Rs.
148.19 crores during the prior year.
capital structure
There is no change in the Company's capital structure since the last
report.
UN-CLAIMED SHARES
In terms of Clause 5A.II of the Listing Agreement, 73907 equity shares
relating to 875 shareholders, which remained un-claimed as on 5th
August, 2011, were transferred to a separate folio namely "Asian Hotels
(North) Limited - Un-claimed Suspense Account"'. These shares are being
held with Karvy Stock Broking Limited in a separate demat account
entitled "Asian Hotels (North) Limited - Un-claimed Suspense Account".
Sl.
No. Status No. of holders
whose shares No. of shares
marked as
are marked as
un-claimed un-claimed
1. Initial status of
un-claimed shares 875 73907
2. No. of claims
lodged till date 24 3094
3. No. of claims settled
and shares released
to the rightful claimants 9 1390
till date
4. No. of claims lodged
but pending for want
of documents, as on date 15 1704
5 Balance un-claimed shares
as on date (1-3) 866 72517
PROMOTERS
The Company is controlled by the Jatia Group, comprising inter-alia Mr.
Raj Kumar Jatia, Mr. Shiv Kumar Jatia and in turn companies controlled
by them namely Fineline Holdings Ltd., Yans Enterprises (H.K.) Ltd. and
Asian Holdings Pvt. Ltd.
Such persons directly or indirectly own and control various operating
companies of the Jatia Group viz Asian Hotels (North) Limited (AHNL),
Magus Estates and Hotels Limited (Magus) and Ascent Hotels Private
Limited (Ascent). All the said constituents singularly and
collectively, including the operating companies comprise Jatia group in
terms of the definition of "Group" as defined in the Monopolies and
Restrictive Trade Practices Act, 1969. Some of the said constituents
exercise control over the Company as directors and / or shareholders.
The said group and its constituents have no control over the persons /
entities clubbed under "Other Promoters" and should not be deemed to be
acting in concert with any entity or person other than those forming
part of the Jatia Group.
EXPANSION PLANS / FUTURE PROSPECTS SERVICED APARTMENTS PROJECT
Your Directors, in their previous report had expected completion of the
"Serviced Apartments" project by March 2012. However, due to various
reasons, including the ongoing cash crunch, completion of the project
is delayed by 6-8 months. While 6 floors comprising commercial area
would be ready and operative beginning October 2012, the rest
comprising another 3 floors and 15 apartments would be operational by
end of October 2012.
EXPANSION PROJECT
Similarly, the first phase of renovation and expansion of the existing
facilities, comprising addition of 24 bays, Regency Club Lounge and
renovation of existing suites shall be completed by September 2012.
However, the construction of new ball room, a part of second phase,
which was to commence in April 2012, started ahead of schedule and is
expected to be operational by the end of the on-going financial year.
Rest of the activities comprising up-gradation of the fitness center,
pre-function area, additional meeting rooms and additional 24 bays, is
expected to be completed by December 2013.
KOLKATA PROJECT
Your Directors in their previous report had informed of the offer made
by West Bengal Housing Infrastructure Development Corporation Limited
(WBHIDCO) to allot a plot of land measuring appox. six acres on free
hold basis for setting up of a five-star hotel in Kolkata, in response
to a financial bid made by the Company. The Company is expected to make
full payment for the land by December 2012.
The Company has received an Expression of Interest, together with
advances aggregating Rs. 14 Crores, for forging a joint venture in
respect of the Kolkata project from a company, of which one of the
directors is related to certain directors of the Company.
INVESTMENTS / SUBSIDIARIES
In their previous report you were informed of the investment of Rs. 391
Crores made by the Company in Fineline Hospitality and Consultancy Pte.
Ltd., Mauritius (Fineline Hospitality), a company in the hospitality
sector, thus acquiring 53% of its equity capital and optionally
convertible preference capital. As a result thereof, the Company also
acquired indirect control of the subsidiaries of Fineline Hospitality,
namely Most Prof Hospitality and Consultancy Pte. Ltd., Mauritius (Most
Prof), Lexon Ventures Pte. Ltd., BVI (Lexon) and Magus Estates & Hotels
Limited, India (Magus). Magus owns India's first Four Seasons Hotel in
Mumbai.
To maintain a lean structure two of the step down subsidiaries, namely
Most Prof and Lexon were amalgamated with Fineline Hospitality w.e.f.
23rd August, 2011, and 14th September, 2011, respectively.
At the request of your Company, Fineline Hospitality prematurely
redeemed the optionally convertible preference shares effective 30th
September, 2011, and its proceeds were converted into a loan to
subsidiary in consonance with prevailing laws and extant exchange
control regulations.
In October 2011, your Company made additional investment in Fineline
Hospitality by subscribing to redeemable cumulative preference shares
aggregating to Rs. 50 crores.
CONSOLIDATED FINANCIAL RESULTS
In pursuance of General Circular No. 2/2011 dated 8th February, 2011,
issued by the Ministry of Corporate Affairs, Government of India, your
Directors have opted to avail of the general exemption granted under
Section 212(8) of the Act from attaching individual balance sheet,
statement of profit & loss and reports of the Board of Directors and
Auditors of the subsidiaries along with the holding company's balance
sheet.
In view of the above, your directors have presented the stand-alone
financial statements of the Company; and consolidated financial
statements comprising financials of the Company, its subsidiary,
Fineline Hospitality and its sole step-down subsidiary namely Magus, as
part of this Annual Report.
Individual balance sheet, statement of profit & loss, report of Board
of Directors and report of Auditors of each of the subsidiaries are
open for inspection by the shareholders at the registered office of the
Company and its subsidiaries' respectively, copies of which may be
furnished, if desired by any shareholder.
AUDITORS
M/s. Mohinder Puri & Company, Chartered Accountants, New Delhi, the
present auditors of the Company, retire at the forthcoming Annual
General Meeting and are eligible for re-appointment. They have
certified that their appointment, if made, will be in accordance with
the limits specified under Section 224 (1B) of the Act.
The Audit Committee has recommended their re-appointment.
INTERNAL AUDIT
M/s. Lodha & Co., Chartered Accountants, New Delhi, the internal
auditors of the Company have been conducting periodic audit of the
operations of the Company.
The Audit Committee regularly takes stock of the actions taken on the
observations and recommendations made by the Internal Auditors.
directors
In accordance with the provisions of Section 255 read with Section 256
of the Act and Article 116 and Article 117 of the Article of
Association, Mr. Gautam Ramanlal Divan, Mr. Ramesh Jatia and Mr. Lalit
Bhasin retire by rotation at the ensuing annual general meeting and,
being eligible, offer themselves for re-appointment.
Directors' responsibility statement under section 217(2AA) of THE
Companies ACT, 1956
Pursuant to Section 217 (2AA) of the Act, your Directors confirm as
under:
- that in the preparation of annual accounts for the year ended 31st
March, 2012, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures, if any;
- that the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates 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 under review and of the
profit of the Company for that year;
- that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
- that the Directors have prepared the annual accounts on a going
concern basis.
Significant accounting policies followed by the Company, and the
required disclosures are detailed in the Notes to the Financial
Statements.
INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
The information required pursuant to Section 217(1)(e) of the Act, read
with Rule 2 of the Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, pertaining to the conservation of
energy, technology absorption, and foreign exchange earnings and outgo,
to the extent possible in the opinion of your Directors, and forming
part of this Report, is given in Annexure 'A'.
PARTICULARS OF EMPLOYEES
The information pursuant to Section 217(2A) of the Act, read with the
Companies (Particulars of Employees) Rules, 1975, and forming part of
this Report, is given in Annexure 'B'.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, the Corporate
Governance Report, together with Auditors' Certificate thereon, is
annexed hereto as Annexure 'C' and 'D' respectively.
CORPORATE SOCIAL RESPONSIBILITY
As part of Corporate Social Responsibility drive, the Company through
the Hyatt Thrive corporate responsibility platform, look after the
communities through volunteerism, fund raising and other initiatives to
help sustain thriving communities.
In April 2011, the Company in partnership with SMILE FOUNDATION
launched a new initiative named Smile on Wheels, a mobile promotional,
curative and preventive health care service. Besides basic facilities
to conduct x-rays, E.C.G. and laboratory tests, the mobile unit is also
equipped with an operation theatre for conducting minor surgeries.
Further, the Company supported and hosted the Virgin Atlantic Cycle
Bike tour to raise money for an Indian village adopted by it. Tamana, a
school for special needs children, providing its students with an
individual educational programme, was also supported for its charity
fashion show. MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report is given below:
Industry Structure & Developments and Opportunities & Outlook
Various Industry reports show that during the year under review demand
for rooms in key business and leisure destinations in India moved in
tandem with room additions. As a result occupancy rates in hotels
remain stable on a year to year basis; however, with increase in room
inventory, there was a slight decline in the average room rates. It is
expected that the occupancy in hotels in the luxury segment of major
metros would continue to remain optimistic despite increase in room
inventory, the average rates may, however, drop by a couple of
percentile points.
The World Trade & Tourism Council expects travel and tourism demands in
India to grow above 8% annually for the next five to seven years, the
highest growth, thereby making India second highest tourist destination
after China. With the buoyant growth in the Indian economy, the Indian
middle class has higher disposable income, which would lead to
occupancy levels in five star deluxe hotels remaining high.
Unfortunately, the plethora of taxes acts as a detriment for rate
enhancements in accommodation at hotels. The recent enhancement of
service tax from 10% to 12% is a typical example.
Threats, Risks and Concerns
Domestic insurgency, terrorism, global geo-political situations and
slow down of world economy are major concerns for the hospitality
industry. Review of Operational and Financial performance
The Company achieved aggregate revenue from operations of Rs. 225.76
crores for the year ended 31st March, 2012. Said revenue in the prior
year was Rs. 240.58 crores.
During the year under review, both the occupancy level and the average
room rate dropped impacting the overall profitability.
Segment wise performance
During the year under review, your Company operated an integrated hotel
business at only one location i.e. New Delhi. Power generation, the
other business segment being pursued by the Company is governed by a
different set of risks and returns. Your Company has two Wind Turbine
Generators (WTGs) operating in Maharashtra, but the quantum of assets
as well as revenue generated was not significant enough for reporting
in terms of the applicable Accounting Standard.
Internal Control Systems and their adequacy
The Company has standard operating procedures for each operational
area. It has in place adequate reporting systems in respect of
financial performance, operational efficiencies and reporting with
respect to compliance of various statutory and regulatory matters. As
detailed above, the Internal Auditors have regularly conducted
exhaustive internal audits pertaining to different operational areas
and their reports were periodically placed before the Audit Committee
for its review and recommendations.
The Company has in place adequate internal controls and systems.
Human Resources and Industrial Relations
An organization's success depends largely on its human resources, its
management and good industrial relations. Your Company has always
viewed human resource development as a critical activity for achieving
its business goals.
The Company enjoys harmonious relationship with its employees. The
Company had 816 employees on its rolls as on 31st March, 2012.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation and gratitude
to the Company's valued customers, the Government of India, State
Government of Delhi, and the Financial Institution and Banks for their
continued support and confidence in the Company.
Your Directors also place on record their sincere gratitude to Hyatt
International for their co-operation and guidance.
Your Directors also commend the sincere efforts put in by the employees
at all levels for the growth of the Company.
For and on behalf of the Board
Place : New Delhi Shiv Kumar Jatia
Dated : 14th August, 2012 Chairman & Managing Director
DIN : 00006187
Mar 31, 2011
To the members,
The Directors are pleased to submit their 30th Report together with
the Audited Accounts for the year ended 31st March, 2011.
FINANCIAL RESULTS
(on stand-alone basis)
(Rupees in Crores)
2010-11 2009-2010
(twelve-month (Six-month
period) period)
Sales Turnover (net) 240.58 145.02
Profit Before Interest &
Depreciation, 83.01 60.57
Prior period adjustments & Extra
-ordinary /Exceptional Item etc.
Interest & Finance charges 28.33 11.52
Depreciation 10.88 6.86
Prior Year Adjustments (0.01) 0.01
Extra-ordinary /Exceptional Items - 7.95
Profit Before Tax 43.81 34.23
Provision for Taxation (Net) 15.22 7.36
Net Profit 28.59 26.87
Surplus Brought Forward 112.35 281.51
Profit Available for Appropriation 140.94 308.38
Transfer to General Reserve 2.85 2.55
Proposed / Paid Dividend - Preference
Shares 0.05 0.04
Proposed Dividend - Equity 4.86 5.70
Corporate Dividend Tax 0.80 0.95
Deduction on re-organization as
per Scheme - 186.79
surplus Carried Forward 132.38 112.35
Earning per share - Basic & Diluted
(Rs.) - non-annualised 21.10* 20.17
* Current yearÃs figures are based on the expanded capital post
conversion of fully convertible preference shares.
The Company achieved sales turnover of Rs. 240.58 crores for the year
under review as compared to Rs. 145.02 crores achieved over previous
accounting period comprising only of six months. Further, the Company
registered profit before tax at Rs. 43.81 crores for the year under
review as against Rs. 34.23 crores of the previous accounting period.
The shareholders are aware that the "Appointed Date" for transferring
and vesting of the Mumbai Undertaking and Kolkata Undertaking under the
Scheme of Arrangement and De-merger (the Scheme) pursuant to Section
391-394 of the Companies Act, 1956 (the Act), as approved by the
HonÃble High Court of Delhi vide Order dated 13th January, 2010, was
31st October, 2009. Resultantly, the financial results for the
six-month period ended 31st March, 2010, include the operational
results of Mumbai Undertaking and Kolkata Undertaking for one-month
period ended 31st October, 2009, besides the operational results of the
Delhi Undertaking for the said six-month period.
Hence the financial results are not comparable for these reasons.
As regards the Auditorsà observation in para 17 of the Annexure to
their Report, your Directors wish to clarify that due to the ongoing
Serviced Apartments and Expansion projects, the Company temporarily
utilized certain short term funds for long term purposes to meet the
cash flow mismatch. The said short term loans are being re-paid as per
schedule.
Your Directors are confident that the Company has adequate arrangements
to meet its liabilities in time.
Green initiative
The Ministry of Corporate Affairs has, vide Circular no.17/2011 dated
21st April, 2011 read with Circular no. 18/2011 dated 29th April, 2011,
taken a "Green Initiative in Corporate Governance" by allowing
paperless compliances by companies through electronic mode.
Accordingly, companies are now allowed to send various notices and
documents including the annual report to their shareholders through
their registered email addresses.
In view of the above, your Company shall e-mail the soft copy of this
annual report to shareholders whose email addresses are registered with
the Company and have not opted for a printed copy on being given the
option. However, such shareholders may still obtain a printed copy on
request. Shareholders whose email addresses are not registered or
those who have opted against the soft copy, shall be served the printed
annual report in normal course.
DIVIDEND
After providing for obligatory dividend of 1% on the outstanding
non-convertible preference shares, your Directors are pleased to
recommend a dividend of Rs. 2.50 per equity share.
FOREIGN EXCHANGE RECIEPTS
The CompanyÃs earnings in foreign exchange for the year under review
amounted to Rs. 148.19 crores as compared to Rs. 143.89 crores during
the previous six-month period.
CAPITAL STRUCTURE
Post allocation of capital in pursuance of the Scheme, your Company was
carrying the obligation to service 6259255 1% Fully Convertible
Preference Shares of Rs. 10/- each (FCPS) issued at a premium of Rs.
530/- per FCPS, and 4950000 1% Non-convertible Redeemable Preference
Shares of Rs. 10/- each (NCPS) issued at a premium of Rs. 80/- per
NCPS.
On 26th December, 2010, the entire lot of FCPS was converted into
equity shares at a price of Rs. 419.80 per equity share as calculated
in accordance with the mechanism provided in the Scheme read with
Regulation 76 in Chapter VII (Preferential issues) of the SEBI (Issue
of Capital and Disclosure Requirements) Regulation, 2009. Consequently,
8051447 equity shares of Rs. 10/- each were issued, out of which
7360645 shares were issued to Fineline Holdings Limited, Mauritius, a
wholly owned company by the Jatia group and 690802 shares to UDT
Enterprises Pty. Ltd., Australia an independent equity investor, who is
not a promoter or person acting in concert with the promoters, directly
or indirectly. These equity shares were admitted for trading by
National Stock Exchange and Bombay Stock Exchange on 8th March, 2011
and 9th March, 2011 respectively.
The entire lot of outstanding NCPS was due for redemption on 30th June,
2010. Your Company redeemed 50000 NCPS held by Infrastructure
Development Finance Company Ltd. on the due date but extended the
redemption date in respect of 4900000 NCPS, initially to 30th June,
2011, and then to 30th June, 2013, with mutual consent of Magus Estates
and Hotels Limited, a Jatia Group Company, which has in the meantime
become a subsidiary of the Company. NCPS redemption was re-scheduled
primarily to ease the cash flow in view of on going expansion
activities detailed in the following paragraphs.
Un-claimed shares
Out of the shares issued pursuant to the Scheme, certiflcates relating
to a large number of equity shares (issued in physical form) were
returned undelivered by the postal authorities. Accordingly, the
Company followed the due process in terms of Clause 5A.II of the
Listing Agreement, and 73907 equity shares relating to 875
shareholders, which remained un-claimed as on 5th August, 2011, were
transferred to a separate folio namely "Asian Hotels (North) Limited Ã
Un-claimed Suspense Account". The Company has already opened a separate
demat account with Karvy Stock Broking Limited entitled "Asian Hotels
(North) Limited à Un-claimed Suspense Account", and these shares shall
be dematerialized and kept in that account until claimed by the
respective rightful owners.
PROMOTERS
The Company is controlled by the Jatia Group, comprising inter-alia Mr.
Raj Kumar Jatia, Mr. Shiv Jatia and in turn companies controlled by
them namely Fineline Holdings Ltd., Yans Enterprises (H.K.) Ltd. and
Asian Holdings Pvt. Ltd.
Such persons directly or indirectly own and control various operating
companies of the Jatia Group viz Asian Hotels (North) Limited (AHNL),
Magus Estates and Hotels Limited (Magus) and Ascent Hotels Private
Limited (Ascent). All the said constituents singularly and
collectively, including the operating companies comprise Jatia group in
terms of the definition of "Group" as defined in the Monopolies and
Restrictive Trade Practices Act, 1969. Some of the said constituents
exercise control over the Company as directors and / or shareholders.
The said group and its constituents have no control over the persons /
entities clubbed under "Other Promoters" and should not be deemed to be
acting in concert with any entity or person other than those forming
part of the Jatia Group.
EXPANSION PLANS / FUTURE PROSPECTS
Serviced Apartments Project
Your Directors, in their previous report detailed the CompanyÃs plan of
making a foray into "Serviced Apartments", and renew and expand the
existing facilities at Hyatt Regency Delhi.
Your Directors are pleased to apprise that construction of the new
building comprising the proposed Serviced Apartments is in full swing
and expect it to be completed, as planned, during the ongoing financial
year.
Expansion Project
Similarly, the renovation and expansion of the existing facilities,
planned in two phases spanning over the years 2010 to 2013 for
operational expediency, is in progress. The first phase, expected to be
executed by 31st March, 2012, shall add 24 bays. Further, up-gradation
of the fitness center and renovation of the existing suites is also
part of the first phase. The second phase shall comprise of
construction of a new ballroom, pre- function area, additional meeting
rooms and additional 24 bays, and is expected to be carried out between
April 2012 and August 2013.
Kolkata Project
In response to a financial bid made to West Bengal Housing
Infrastructure Development Corporation Limited (WBHIDCO), the Company
has been offered allotment of a plot of land measuring appox. six acres
on free hold basis for setting up of a five star hotel (Kolkata
Project). The Company has already made part payment for the land.
The Company has received an Expression of Interest, together with
advances aggregating Rs. 13 crores, for forging a joint venture in
respect of the Kolkata project from a company, of which one of the
directors is related to certain directors of the Company.
INVESTMENTS / SUBSIDIARIES
Your Directors are pleased to inform that during the year under review
your Company made an investment of Rs. 391 crores in an overseas
company, namely Fineline Hospitality and Consultancy Pte. Ltd.,
Mauritius (Fineline Hospitality), a company in the hospitality sector,
acquiring 53% of its equity capital and optionally convertible
preference capital.
Resultantly, the Company also acquired indirect control of the
subsidiaries of Fineline Hospitality, namely Most Prof Hospitality and
Consultancy Pte. Ltd., Mauritius (Most Prof), Lexon Ventures Pte.
Ltd., BVI (Lexon) and Magus Estates & Hotels Limited, India (Magus).
Magus owns IndiaÃs first Four Seasons Hotel in Mumbai which commenced
operations in 2008. Magus has also plans to undertake construction of a
85 storey hotel cum commercial project as part of its expansion.
Consolidated Financial results
In pursuance of General Circular No. 2/2011 dated 8th February, 2011,
issued by the Ministry of Corporate Affairs, Government of India, your
Directors have decided to avail of the general exemption granted under
Section 212(8) of the Act from attaching individual balance sheet,
profit & loss account and reports of the Directors and Auditors of the
subsidiaries along with the holding companyÃs balance sheet.
In view of the above, your Directors have presented the stand-alone
financial statements of the Company and consolidated financial
statements comprising financials of the Company, its subsidiary,
Fineline Hospitality and its step-down subsidiaries named above, as
part of this Annual Report.
Individual balance sheet, profit & loss account, report of Board of
Directors and report of Auditors of each of the subsidiaries are open
for inspection by the shareholders at the registered office of the
Company and its subsidiariesÃ, copies of which may be furnished, if
desired by any shareholder.
AUDITORS
M/s. Mohinder Puri & Company, Chartered Accountants, New Delhi, the
present auditors of the Company, retire at the forthcoming Annual
General Meeting and are eligible for re-appointment. They have
certified that their appointment, if made, will be in accordance with
the limits specified under Section 224 (1B) of the Act.
The Audit Committee has recommended their re-appointment.
INTERNAL AUDIT
During the year, at the recommendation of the Audit Committee, M/s.
Lodha & Co., Chartered Accountants, New Delhi were appointed as
Internal Auditors in place of M/s. S.S. Kothari Mehta & Co., Chartered
Accountants, in order to make the internal audit more meaningful and
objective by infusion of a new team.
The Audit Committee regularly takes stock of the actions taken on the
observations and recommendations made by the Internal Auditors.
DIRECTORS
In the previous Annual General Meeting held on 28th September, 2010,
Mr. Ramesh Jatia and Mr. Adarsh Jatia were re-appointed as Directors,
and Mr. Shiv Jatia was re-appointed as Managing Director for a period
of five years effective 10th April, 2011.
Mr. Vinod Kumar Dhall, Mr. P.S. Dasgupta, Mr. Raj Kumar Jatia and Mr.
Amritesh Jatia were appointed as additional directors on 11th November,
2010, and hold office upto the date of the ensuing annual general
meeting. The Company has received notices under Section 257 of the Act
proposing their candidature for the office of director.
Mr. Adarsh Jatia was appointed as Joint Managing Director effective 1st
January, 2011, for a period of five years on such remuneration and
terms and conditions as are detailed in the resolution forming part of
the notice for the ensuing annual general meeting.
In accordance with the requirement of the Act, and pursuant to Article
116 of the Articles of Association, two of the directors viz. Mr. Lalit
Bhasin and Mr. Dinesh C. Kothari retire by rotation at the ensuing
annual general meeting and, being eligible, offer themselves for
re-appointment.
DIRECTORS/ RESPONSIBLITY STATEMENT UNDER SECTION 217(2AA) OF THE
COMPANIES ACT,1956
Pursuant to Section 217 (2AA) of the Act, your Directors confirm as
under:
- that in the preparation of annual accounts for the year ended 31st
March, 2011, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures, if any;
- that the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates 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 under review and of the
profit of the Company for that year;
- that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
- that the Directors have prepared the annual accounts on a going
concern basis.
The significant accounting policies followed by the Company, and the
required disclosures are detailed in the Schedules to the Accounts.
INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
The information required pursuant to Section 217(1) (e) of the Act,
read with Rule 2 of the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, pertaining to the
conservation of energy, technology absorption, and foreign exchange
earnings and outgo, to the extent possible in the opinion of your
Directors, and forming part of this Report, is given in Annexure ÃAÃ.
PARTICULARS OF EMPLOYEES
The information pursuant to Section 217(2A) of the Act, read with the
Companies (Particulars of Employees) Rules, 1975, and forming part of
this Report, is given in Annexure ÃBÃ.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, the Report on Corporate
Governance, together with Auditorsà Certificate thereon, is annexed to
this Report as Annexure ÃCÃ and ÃDÃ respectively.
CORPORATE SOCIAL RESPONSIBILITY
As part of Corporate Social Responsibility drive, the Company supports
two non-government organization viz. SMILE FOUNDATION for providing
quality health care and education to the weaker sections of the
society; and ASHA KIRAN, a home for physically challenged.
During the year under review, the Company in partnership with SMILE
FOUNDATION launched a new initiative called Smile on Wheels, a mobile
promotional, curative and preventive healthcare service. Apart from
having basic facilities to conduct x-rays, E.C.G. and laboratory tests,
the mobile unit is also equipped with an operation theatre for
conducting minor surgeries.
The Company spent a sum of Rs 12.88 lacs on these projects during the
year under review.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report is given below:
Industry Structure & Developments, and Opportunities & Outlook
The performance of the hospitality sector in India remained robust
during the year under review. In most of the metros, the demand-supply
gap ensured high occupancy levels and improved Average Room Rates.
The tourism industry in the country has unlimited opportunities coming
its way. India is witnessing rapid development and strong economic
growth; and increasing political and economic affluence at the global
level.
The current 8% annual growth rate of the Indian Economy, which is
likely to continue at that level over the next few years should ensure
increased flow of business visitors. Though India accounts for a
fraction of global tourist flow at present, its market share is
projected to grow steadily in the coming years. The growing economy has
also ensured increase in domestic travelers.
Consequently, the outlook for the hospitality sector remains positive.
Threats, Risks and Concerns
Though the existing infrastructure in the country is improving
steadily, a lot remains to be achieved. Improvement in the airport
facilities, road and transport network and other facilities is
desirable at all major tourist destinations if the momentum in the
growth of the industry has to be sustained.
Domestic insurgency, terrorism and global geo-political situations do
adversely affect the hospitality sector.
In the next three years, a number of new hotels shall be operational in
the National Capital Region. The additional rooms shall, in short term,
reduce the demand-supply gap, and therefore, may impact the
profitability.
At the macro level, the recent economic crisis in the United States is
of concern, and has the potential of slowing down the global economy.
Review of Operational and Financial Performance
The Company has achieved an aggregate turnover of Rs. 240.58 crores for
the year ended 31st March, 2011. The turnover in the previous six-month
period ended 31st March, 2010 was Rs. 145.02 crores.
Profit after taxes for the year under review was Rs. 28.59 crores. The
Company achieved an increase of 4.6% in its occupancy levels as
compared to the same period in the previous accounting years, coupled
with a marginal increase in its Average Room Rate.
Segment wise performance
During the year under review, your Company operated an integrated hotel
business at only one location i.e. Delhi. Other business segment being
pursued by the Company namely, power generation is governed by a
different set of risks and returns. In this segment, the Company has
two Wind Turbine Generators (WTGs), but the assets as well as revenue
generated were not significant enough for reporting in terms of the
applicable Accounting Standard.
Internal Control systems and their adequacy
The Company has standard operating procedures for each operational
area. It has in place adequate reporting systems in respect of
financial performance, operational effciencies and reporting with
respect to compliance of various statutory and regulatory matters. As
detailed above, the Internal Auditors have regularly conducted
exhaustive internal audits pertaining to all operational areas and
their reports were periodically placed before the Audit Committee for
its review and recommendations.
The Company has in place adequate internal controls and systems.
Human resources and industrial relations
The success of any organization depends largely on its human resources,
its management and good industrial relations. Your Company has always
viewed human resource development as a critical activity for achieving
its business goals.
The Company enjoys harmonious relationship with its employees. The
Company had 705 employees on its rolls as on 31st March, 2011.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation and gratitude
to the CompanyÃs valued customers, the Government of India, State
Government of Delhi, and the Financial Institutions and Banks for their
continued support and confidence in the Company.
Your Directors also place on record their sincere gratitude to Hyatt
International for their co-operation and guidance.
Your Directors also commend the sincere efforts put in by the employees
at all levels for the growth of the Company.
For and on behalf of the Board
Shiv Jatia
Chairman & Managing Director
Place: New Delhi
Dated: 12th August, 2011
Mar 31, 2010
The Directors are pleased to submit their 29th Report together with
the Audited Accounts for the period of six-month ended 31st March,
2010.
Financial Results
(Rupees in Crores)
2009-2010 2008-2009
(six-month (Eighteen-month
period) period)
Sales Turnover (Net) 145.02 641.53
Profit Before Interest & Depreciation,
Prior period adjustments & 60.57 232.09
extra-ordinary /Exceptional item etc.
Interest 11.52 29.49
Depreciation 6.86 41.35
Prior Year Adjustments 0.01 (0.21)
Extra-ordinary/Exceptional Items 7.95 7.61
ProfIt Before Tax 34.23 153.85
Provision for Taxation (Net) 7.36 59.66
Net ProfIt 26.87 94.19
Surplus Brought Forward 281.51 238.59
ProfIt Available for Appropriation 308.38 332.78
Transfer to Capital Redemption
Reserve for NCPS - redeemed / redeemable 0.00 41.24
Transfer to General Reserve 2.55 7.10
Proposed / Paid Dividend - Preference
Shares 0.04 0.22
Proposed /Paid Dividend - Equity 5.70 2.28
Corporate Dividend Tax 0.95 0.43
Deduction on re-organization as
per Scheme 186.79 0.00
surplus Carried Forward 112.35 281.51
Earning per share - Basic &
Diluted (Rs.) 20.17 41.19
Earning per share - Basic &
Diluted (Rs.) - Annualised 40.34 27.46
For the six month period under review, the Company achieved sales
turnover of Rs. 145.02 Crores as compared to Rs. 641.53 Crores achieved
over previous accounting period of eighteen months ended 30th
September, 2009. Similarly, for the period under review profIt before
tax was registered at Rs. 34.23 Crores as against Rs. 153.85 Crores of
the previous accounting period.
Your Directors have already apprised in their previous report that the
Scheme of Arrangement and De-merger between Asian Hotels Limited (as
Transferor Company) and its shareholders and creditors; Chillwinds
Hotels Limited (as Transferee Company-I) and its shareholders; and
Vardhman Hotels Limited (as Transferee Company-II) and its shareholders
(the Scheme) in pursuance to Section 391-394 of the Companies Act, 1956
(the Act), was approved by the Honble High Court of Delhi vide Order
dated 13th January, 2010, and became effective on 11th February, 2010.
Consequently, the Mumbai Undertaking and Kolkata Undertaking of the
Company were transferred to and vested in the Transferee Company-I and
Transferee Company-II respectively. Since such transfer took effect
retrospectively from the "Appointed Date", i.e. 31st October, 2009, the
fInancial results for the period under review refect the operational
results of all the three Undertakings of the Company prior to de-merger
only for the month ended 31st October, 2009, and operational results of
the Delhi Undertaking alone for the five months, beginning 1st
November, 2009 to 31st March, 2010.
Net profits for the period under review were signifcantly affected due
to exceptional items primarily comprising of de-merger expenses. After
transfer of Rs. 2.55 crores to the General Reserve, and adjustments
/deductions on accounts of reorganization pursuant to the Scheme
amounting to Rs. 186.79 crores, your Company carries forward a surplus
of Rs. 112.35 crores in its Profit & Loss Account at the end of the
period under review.
DIVIDEND
After providing for obligatory dividend of 1% on the outstanding
preference shares, both convertible as well as non-convertible, your
Directors are pleased to recommend a dividend of Rs. 5/- per equity
shares, aggregating to Rs. 5.70 crores.
FOREIGN EXCHANGE RECEIPTS
The Companys earnings in foreign exchange for the six-month period
under review amounted to Rs. 143.89 crores as against Rs. 425.76 crores
during the previous eighteen-month period.
RESTRUCTURING THE COMPANY
Your Directors, in their previous report, had notified the book-closure
dates to ascertain the shareholders entitled to receive fresh shares of
the Company in lieu of 22803564 equity shares existing prior to
de-merger, which stood extinguished in pursuance of the Scheme.
Accordingly, your Directors issued 11401782 fresh equity shares on 28th
February, 2010. Trading in equity shares of the Company re-commenced
w.e.f. 7th April, 2010, both at Bombay Stock Exchange (BSE) and
National Stock Exchange (NSE).
Post de-merger, your Companys name was changed to Asian Hotels (North)
Limited (AHNL). Equity Shares of Transferee Company-I and Transferee
Company-II, which companies were renamed as Asian Hotels (West) Limited
(AHWL) and Asian Hotels (East) Limited (AHEL), have since been
listed on BSE and NSE and trading in their equity shares commenced on
5th August, 2010, and 11th August, 2010, respectively. Subsequently, by
virtue of undertaking inter-se transfer of shares, as envisaged in
Clause 5.8 of the Scheme, each of the promoter groups, namely the Jatia
Group, the Gupta Group and the Saraf Group respectively acquired
independent control of AHNL, AHWL and AHEL. Consequently, the Jatia
Group controls over 59% shares in your Company.
Post de-merger, your Company has no subsidiaries.
The Company has obtained a certificate from the Statutory Auditors on
the allocation of original Cost of Acquisition incurred by the
shareholders in acquiring shares of Asian Hotels Limited vis-ÃÂ -vis
shares allotted to them in the Transferor Company and Transferee
Companies in pursuance of the Scheme. Your Directors have taken note of
the said certificate and the same is uploaded on Companys website for
the benefit of the shareholders.
ISSUE / REDEMPTION OF CAPITAL
During the period under review, 6314815 1% Fully Convertible Preference
Shares of Rs. 10/- each (FCPS) at a premium of Rs. 530/- per FCPS for
an aggregate amount of Rs. 341,00,00,100/- were allotted in terms of
the Scheme. Out of these, 5759260 FCPS were allotted to Fineline
Holdings Limited, a foreign corporate body wholly owned by the Jatia
group; and 555555 FCPS to UDT Enterprises Pty. Ltd., Australia, nominee
of Global Operations Pte Ltd., Singapore, which are independent equity
investors, and are not promoters or persons acting in concert with the
promoters, directly or indirectly.
Post allocation of capital in pursuance of the Scheme, your Company
carries the obligation to service 6259255 FCPS and 49500001 %
Non-convertible Redeemable Preference Shares (NCPS).
All outstanding NCPS were due for redemption on 30th June, 2010. Your
Company redeemed 50000 NCPS held by Infrastructure Development Finance
Company Ltd. on the due date, and extended the redemption date by one
year, with mutual consent, in respect of 4900000 NCPS held by Magus
Estates and Hotels Limited, a Jatia Group Company. In view of on going
expansion activities detailed in the following paragraphs, redemption
of NCPS was re-scheduled.
EXPANSION PLANS / FUTURE PROSPECTS
Your Company plans of making a foray into "Serviced Apartments" and has
commenced construction of a new building/complex, which is expected to
be completed during the financial year 2011-12, with a built-up area of
approximately 14000 sq. mtrs., housed in a separate stand-alone tower.
Additionally, the Company also plans to renew and expand its existing
facilities at Hyatt Regency Delhi. Such renovation and expansion shall
be carried in two phases spanning over the years 2010 to 2013, for
operational expediency and to avoid inconvenience to the guests during
peak season. The frst phase includes expansion of existing facilities
by adding 24 bays and a multi-cuisine restaurant, and up-gradation of
fitness center and renovation of existing suites, which is expected to
be over by 31st March, 2012. The second phase comprising construction
of new ballroom, pre-function area, additional meeting rooms and
additional 24 bays, is expected to be carried out between April 2012
and August 2013.
In addition to the above, your Company is also exploring substantial
acquisitions in Companies having operational undertakings in
hospitality sector.
AUDITORS
M/s. Mohinder Puri & Company, Chartered Accountants, New Delhi the
present auditors of the Company, retire at the forthcoming Annual
General Meeting and are eligible for re-appointment. They have
certified that their appointment, if made, will be in accordance with
the limits specified under Section 224 (1B) of the Act. The Audit
Committee of the Company has recommended their re-appointment.
INTERNAL AUDIT
M/s. S.S. Kothari Mehta&Co., Chartered Accountants, New Delhi acting as
the internal auditors, have been conducting periodic audit of the
operations of the Company, and the Audit Committee has regularly
reviewed their findings.
DIRECTORS
In the previous Annual General Meeting held on 19th March, 2010, Mr.
Ramesh Jatia, Director was re-appointed, and Mr. Adarsh Jatia, Mr.
Lalit Bhasin, Mr. Dinesh C. Kothari and Mr. Gautam R. Divan were
appointed as Directors u/s 257 of the Act, in the given order. In
accordance with the requirement of the Act, and pursuant to Article 116
of the Article of Association, two of the Directors viz. Mr. Ramesh
Jatia and Mr. Adarsh Jatia retire by rotation at the ensuing Annual
General Meeting and being eligible, offer themselves for
re-appointment.
Mr. Shiv Jatia completes his current tenure as Managing Director on 9th
April, 2011. It is proposed to appoint him for further period of five
years w.e.f. 10th April, 2011 on such remuneration and terms and
conditions as are detailed in the resolution forming part of the notice
for the ensuing Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE
COMPANIES ACt, 1956
Pursuant to Section 217 (2AA) of the Act, your Directors nfrm as under:
- That in the preparation of annual accounts for the period ended 31st
March, 2010, the applicable Accounting Standards have been followed
along with proper explanation relating to material departures, if any;
- that the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates 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 period under review and of
the profit of the Company for that period;
- that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
- that the Directors have prepared the annual accounts on a going
concern basis.
The significant accounting policies followed by the Company, and the
required disclosures are detailed in the Schedules to the Accounts.
INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
The information required pursuant to Section 217(1) (e) of the Act,
read with Rule 2 of the Companies (Disclosure of Particulars in the
Report of Board of Directors) Rules, 1988, pertaining to the
conservation of energy, technology absorption, and foreign exchange
earnings and outgo, to the extent possible in the opinion of your
Directors, and forming part of this Report, is given in Annexure A.
PARTICULARS OF EMPLOYEES
The information pursuant to Section 217(2A) of the Act, read with the
Companies (Particulars of Employees) Rules, 1975, and forming part of
this Report, is given in Annexure B.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, the Report on Corporate
Governance, together with Auditors Certificate thereon, is annexed to
this Report as Annexure C and D respectively.
MANAGEMENT DISCUSSION AND ANALYSIS
Pursuant to Clause 49 of the Listing Agreement, the Management
Discussion and Analysis Report is given below:
Industry Structure, Development & Outlook
Despite financial crisis emerging in various European countries and
otherwise average growth rate in the global economy, hospitality
industry in India has recovered from global economic downturn and
tourist arrival has improved with a positive impact on the room rates
and occupancy in the current year.
The tourism industry in the country has unlimited opportunities coming
its way. India is witnessing rapid development and strong economic
growth; and increasing political and economic affluence at the global
level.
As a result of the increase in tourist arrivals, robust industrial
activity, fast recovering capital market, and increased foreign direct
investment, the outlook for the hospitality sector looks quite
positive.
opportunities, threats, risks and Concerns
Despite the apparent strides taken by the tourism industry in India,
some worries remain. There is a sizeable mismatch between the demand
and supply of star category rooms. The existing infrastructure in the
country to support the requirements of the foreign traveler is far
behind adequacy. There has to be a rapid improvement in the airport
facilities, road and transport network and facilities at tourist
locales if the momentum in the growth of the industry has to be
sustained.
Although prospects are promising, any changes in the global
geo-political situations have an adverse impact on the performance of
the sector.
Review of operational and Financial performance
The Company has achieved an aggregate turnover of Rs.145.02 crores for
the six-month period ended 31st March, 2010. The turnover in the
previous eighteen-month period ended was Rs.641.53 crores.
Profit after taxes for the year under review was Rs. 26.87 crores.
Segment wise performance
As explained earlier, your Company operated an integrated hotel
business at three different locations viz. Delhi, Mumbai and Kolkata
only for a part of the period under review. Other business segment
being pursued by the Company namely, power generation is governed by a
different set of risks and returns. In this segment, the Company has
two Wind Turbine Generators (WTGs), but the assets as well as revenues
generated were not signifcant enough for reporting.
Internal Control systems and their adequacy
The Company has standard operating procedures for each operational
area. It has in place adequate reporting systems in respect of
financial performance, operational efficiencies and reporting with
respect to compliance of various statutory and regulatory matters. M/s.
S.S. Kothari Mehta & Company, Chartered Accountants, had regularly
conducted exhaustive internal audits pertaining to all operational
areas and their reports were periodically placed before the Audit
Committee for its review and recommendations.
The Company has in place adequate internal controls and systems.
Human resources and industrial relations
The success of any organization depends largely on its human resources,
its management and good industrial relations. Your Company has always
viewed human resource development as a critical activity for achieving
its business goals.
The Company enjoys harmonious relationship with its employees. The
employee strength of the Company, as on 31st March, 2010 was 1067.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation and gratitude
to the Companys valued customers, the Government of India, Government
of NCT of Delhi, the Financial Institutions and Banks for their
continued support and confidence in the Company.
Your Directors also place on record their sincere gratitude to Hyatt
International Asia-Pacific Limited for their co-operation and guidance.
Your Directors also commend the sincere efforts put in by the employees
at all levels for the growth of the Company.
For and on behalf of the Board
Place: New Delhi Shiv Jatia
Dated: 30th August, 2010 Chairman & Managing Director
Sep 30, 2009
The Directors are pleased to submit their 28th Report together with
the Audited Accounts for the extended period of eighteen-month ended
30th September, 2009, for which requisite approvals were taken from the
competent authority.
FINANCIAL RESULTS
(Rupees in Crores)
2008-09 2007-08
(Eighteen-month period) (Twelve- month period)
Sales Turnover (Net) 641.53 513.52
Profit Before Interest &
Depreciation etc. 224.48 248.58
Interest 29.49 21.37
Depreciation 41.35 24.63
Prior Year Adjustments (0.21) 0.51
Profit Before Tax 153.85 202.07
Provision for Taxation (Net) 59.66 70.04
Net Profit 94.19 132.03
Surplus Brought Forward 238.59 118.92
Profit Available for
Appropriation 332.78 250.95
Transfer to Capital Redemption
Reserve
for NCPS - redeemed / redeemable 41.24 -
Transfer to General Reserve 7.10 9.52
Dividend - Preference Shares 0.22 0.15
Dividend, Proposed/Paid - Equity 2.28 2.28
Dividend Distribution Tax 0.43 0.41
Surplus Carried Forward 281.51 238.59
Earning per share (Rupees) 41.19 57.82
The period under review was a difficult year for the hospitality sector
because of global economic downturn and the sad and unfortunate events,
which happened in Mumbai on 26th November, 2008. The occupancy levels
through out the country, especially in metros, came down drastically
affecting the average room rates and the profitability.
In the above backdrop, the Net Sales Turnover for the twelve-month
period ended 31st March, 2009, was Rs. 459.12 crores as compared to Rs.
513.53 crores for the same period in the prior year which registered a
decline of 10.6% over the previous financial year. Consequently,
comparative figures of Net Profit for the twelve-month period ended
31st March, 2009, were Rs. 81.66 crores as compared to Rs. 132.03
crores in the previous year. The recent trends are encouraging and the
Board is of the view that the business sentiments would yield better
results.
DIVIDEND
Your Directors are pleased to inform that dividend on 1% Cumulative
Redeemable Non-convertible Preference Shares of the face value of Rs.
10/- each (NCPS) has been paid/provided for, for the period under
review.
Your Directors while approving the accounts in their meeting held on
25th November, 2009, were pleased to recommend, subject to your
approval, a final dividend of Re. 1/- per share aggregating to Rs.
2,28,03,564/- on the total then paid up equity capital of the Company,
comprising of 22803564 equity shares of Rs. 10/- each as were
outstanding as on that date. However, post effectiveness of the Scheme
(as detailed under the head "RESTRUCTURING THE COMPANY") the proposed
dividend aggregating to Rs. 2,28,03,564/-, if approved by the
shareholders, shall be distributed @ Rs. 2/- per share on the
reconstructed equity share capital comprising of only 11401782 equity
shares of Rs. 10/- each.
FOREIGN EXCHANGE RECEIPTS
The Companys earnings in foreign exchange for the eighteen-month
period under review were Rs. 425.76 crores as against Rs. 338.25 crores
during the previous year.
SUBSIDIARY COMPANIES
During the period under review, your Company acquired additional
interest in Regency Convention Centre and Hotels Limited (RCC), an
erstwhile associate company, thus making it a subsidiary. The Companys
stake in RCC as at 30th September, 2009 was 58.99%.
Statement pursuant to Section 212 of the Companies Act, 1956 (the Act),
detailing the Companys interest in the subsidiaries and other
requisite information, is annexed and forms part of the Annual Report.
Further, as required under the said Section, the audited Annual
Accounts, for the relevant financial years, of the Companys
subsidiaries namely GJS Hotels Limited (GJS), Chillwinds Hotels
Limited, Vardhman Hotels Limited, Aria Hotels and Consultancy Services
Private Limited (Aria) and RCC along with their respective Auditors
Report and Directors Report thereon, are annexed and form part of the
Annual Report.
During the period under review, Aria has secured allotment of a parcel
of land admeasuring 4.55 acres from Delhi International Airport Private
Limited (DIAL) for a hotel project.
RESTRUCTURING THE COMPANY
Your Directors are pleased to inform that subsequent to obtaining
equity shareholders approval in the Court convened meeting held on 11th
December, 2009, the amended Scheme of Arrangement and De-merger between
Asian Hotels Limited (as Transferor Company) and its shareholders and
creditors; Chillwinds Hotels Limited (as Transferee Company-I) and its
shareholders; and Vardhman Hotels Limited (as Transferee Company- II)
and its shareholders (the Scheme) in pursuance of Sections 391-394 of
the Companies Act, 1956 (the Act), has been approved by the Honble
High Court of Delhi at New Delhi vide Order dated 13th January, 2010,
and has also become effective on 11th February, 2010, subsequent to
filing of the Courts Order with the Registrar of Companies, NCT of
Delhi and Haryana.
Accordingly in terms of the Scheme, the Mumbai Undertaking and Kolkata
Undertaking have been transferred to and vested in Chillwinds Hotels
Limited and Vardhman Hotels Limited respectively, such transfer taking
effect as on the "Appointed Date" i.e. 31 st October, 2009. Your
Company shall continue to retain the Delhi Undertaking comprising
primarily of Hyatt Regency Delhi.
Subsidiaries namely GJS and RCC form part of the Kolkata Undertaking
while Aria forms parts of the Mumbai Undertaking. Thus at present,
after the effectiveness of the Scheme, the Company has no subsidiary.
BOOK CLOSURE AND ENTITLEMENT TO FRESH SHARES
Post-effectiveness of the Scheme, the reconstructed equity paid-up
capital of the Company comprise of 1,14,01,782 equity shares of Rs.
10/- each. Your Directors have fixed the Book Closure Dates beginning
Friday, the 26th February, 2010 till Friday, the 19th March, 2010
inclusive of both days, for the purpose of ascertaining the
shareholders entitled to receive fresh shares of the Company and
Transferee Company-I and Transferee Company-ll. The said dates shall
also serve the purpose of ascertaining the entitlements to receive the
proposed dividend.
ISSUE / REDEMPTION OF CAPITAL
Subsequent to the Balance Sheet date, in terms of the Scheme, 6314815
1% Fully Convertible Preference Shares of Rs. 10/- each (FCPS) at a
premium of Rs. 530/- per FCPS for an aggregate amount of Rs.
341,00,00,100/- were allotted, taking effect from the Appointed Date to
Fineline Holdings Limited, a foreign corporate body wholly owned by the
Jatia group; and to UDT Enterprises Pty. Ltd., Australia (UDT), nominee
of Global Operations Re Ltd., Singapore. UDT is an independent equity
investor and is not promoter or person acting in concert with the
promoters, directly or indirectly.
During the period under review, 1 crore 1% Non-Convertible Preference
Shares of Rs. 10/- each (NCPS) out of 2 crore NCPS issued earlier to
Infrastructure Development Finance Company Limited (IDFC) and Magus
Estates and Hotels Limited (Magus) were duly redeemed in two tranches,
as per the terms of redemption.
FUTURE PROSPECTS
The restructuring of the Company is ultimately expected to result in
enhancement of the shareholder value as the trifurcation would lead to
operational efficiencies and synergies, and enable each of the promoter
groups to vigorously pursue growth and acquisition opportunities for
their respective undertakings.
AUDITORS
M/s. Mohinder Puri & Company, Chartered Accountants, New Delhi the
present auditors of the Company, retire at the forthcoming Annual
General Meeting and are eligible for re-appointment. They have
certified that their appointment, if made, will be in accordance with
the limits specified under Section 224 (1B) of the Act. The Audit
Committee of the Company has recommended their re-appointment.
INTERNAL AUDIT
M/s. S.S. Kothari Mehta & Co., Chartered Accountants, New Delhi acting
as the internal auditors, have been conducting periodic audit of the
operations of the Company, and the Audit Committee has regularly
reviewed their findings.
DIRECTORS
Mr. Adarsh Jatia was appointed as an Additional Director on 10th
February, 2010, who holds office up to the date of the ensuing Annual
General Meeting. The Company has received a notice under Section 257 of
the Act proposing his candidature for the office of director.
Mr. R. K. Jatia resigned from the directorship of the Company effective
close of business hours of 10th February, 2010. Mr. R. K. Bhargava, Mr.
Lalit Bhasin, Mr. S. K. Chhibber, Mr. S. S. Bhandari, Mr. Sushil Gupta,
Mr. Sudhir Gupta, Mr. R. S. Saraf and Mr. Umesh Saraf resigned
immediately after the conclusion of the Board meeting held on 11th
February, 2010, taking note of the effectiveness of the Scheme.
Mr. Lalit Bhasin, Mr. Dinesh C. Kothari and Mr. Gautam R. Divan were
appointed as Additional Directors on 12th February, 2010, who hold
office up to the date of the ensuing Annual General Meeting. The
Company has received notices under Section 257 of the Act proposing
their candidature for the office of director.
Mr. Ramesh Jatia retires by rotation at the ensuing Annual General
Meeting, and being eligible, offer himself for reappointment.
DIRECTORS RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE
COMPANIES ACT, 1956
Pursuant to Section 217 (2AA) of the Act, your Directors confirm as
under: that in the preparation of annual accounts for the period ended
30th September, 2009, the applicable Accounting Standards have been
followed along with proper explanation relating to material departures,
if any;
that the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates 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 period under review and of
the profit of the Company for that period;
that the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; and
- that the Directors have prepared the annual accounts on a going
concern basis.
The significant accounting policies followed by the Company, and the
required disclosures are detailed in the Schedules to the Accounts.
INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
The information required pursuant to Section 217(1)(e) of the Act, read
with Rule 2 of the Companies (Disclosure of Particulars in the Report
of
Board of Directors) Rules, 1988, pertaining to the conservation of
energy, technology absorption, and foreign exchange earnings and outgo,
to the extent possible in the opinion of your Directors, and forming
part of this Report, is given in Annexure A.
PARTICULARS OF EMPLOYEES
The information pursuant to Section 217(2A) of the Act, read with the
Companies (Particulars of Employees) Rules, 1975, and forming part of
this Report, is given in Annexure B.
LISTING
Your Companys equity shares are presently listed with BSE and NSE.
CORPORATE GOVERNANCE
Pursuant to Clause 49 of the Listing Agreement, the Report on Corporate
Governance, together with Auditors Certificate thereon, are annexed to
this Report as Annexure C and D respectively.
ACKNOWLEDGEMENT
Your Directors place on record their sincere appreciation and gratitude
to the Companys valued customers, the Government of India, respective
State Governments of Delhi, Maharashtra and West Bengal, and the
Financial Institutions and Banks for their continued support and
confidence in the Company.
Your Directors also place on record their sincere gratitude to Hyatt
International Asia-Pacific Limited for their co-operation and guidance.
Your Directors also commend the sincere efforts put in by the employees
at all levels for the growth of the Company.
For and on behalf of the Board
Place : New Delhi Shiv Jatia
Dated : 15th February, 2010 Chairman and Managing Director
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