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Directors Report of Asian Hotels (North) Ltd.

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 COMPANY’S 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 Leeds’ 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, ‘The Mansion’, 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 ‘House A’, 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 Company’s 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 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).

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 “Asian Hotels (North) Limited – Un-claimed Suspense Account” 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 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, 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 ‘A’ 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 Company’s subsidiaries.

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, 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 ‘B’.

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 ‘C’ and Annexure ‘D’ respectively, and forms part of this report.

CORPORATE GOVERNANCE

Pursuant to the provisions of the Listing Regulations, the Corporate Governance Report, together with the Auditors’ Certificate thereon, is annexed hereto as Annexure ‘E’ and Annexure ‘F’ 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 ‘E’.

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 ‘G’, 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 ‘H’, and forms part of this Report.

RISK MANAGEMENT

The Company’s 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 ‘Risk Analysis Report as of 31st March, 2016’ 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 ‘Risk Assessment and Minimization Procedures’ 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 ‘Risk Analysis Report as of 31st March, 2017’ delineating the mitigating factors in respect of various risk factors identified therein and further noted that the Company has adequate ‘Risk Assessment and Minimization Procedures’ 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 ‘E’.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has in place a ‘Whistle Blower Policy’ 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 ‘I’.

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 SEBI’s 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 ‘J’ 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 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.

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 ‘J’ 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 ‘E’ 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.

India’s 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 tourists’ 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 ‘Financial Results & the State of Company’s Affairs’ 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 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 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 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

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 COMPANY’S 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. “The Mansion”, 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 “Application Guide on the Provisions of Schedule II to the Companies Act, 2013” 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 Company’s 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 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).

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 “Asian Hotels (North) Limited - Un-claimed Suspense Account” 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 Leading’s 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 Company’s 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 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, 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 ‘A’ 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 Company’s 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 Company’s 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.

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, 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 ‘B’.

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 ‘C’ and Annexure ‘D’ respectively and form part of this report.

CORPORATE GOVERNANCE

Pursuant to the provisions of the Listing Regulations, the Corporate Governance Report, together with the Auditors’ Certificate thereon, is annexed hereto as Annexure ‘E’ and Annexure ‘F’ 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 ‘E’.

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 ‘G’, 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 ‘H’ and forms part of this Report.

RISK MANAGEMENT

The Company’s 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 ‘Risk Analysis Report as of 31st March, 2016’ 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 ‘Risk Assessment and Minimization Procedures’ 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 ‘E’.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place a ‘Whistle Blower Policy’ 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 ‘I’.

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 ‘J’ 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 Company’s 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 ‘J’ 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 ‘E’.

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 Council’s 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, India’s 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 ‘Financial Results & the State of Company’s Affairs’ 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 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 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 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, 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 year’s 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 Hon’ble 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 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.

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 Company’s 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 – Un-claimed Suspense Account". The Company has already opened a separate demat account with Karvy Stock Broking Limited entitled "Asian Hotels (North) Limited – 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 Company’s 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 India’s 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 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 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 subsidiaries’, 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 ‘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.

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 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

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-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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