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Directors Report of Asian Hotels (North) Ltd.

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, 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-à-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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