Mar 31, 2018
DIRECTORSâ REPORT Dear Members,
The Directors have pleasure in presenting the 11th Annual Report and Audited Accounts for the Financial Year ended on 31st March, 2018.
OPERATIONS AND FINANCIAL RESULTS
A summarized position of the revenue, profits, taxation, dividend pay-out and earnings per share for the year under review, on standalone basis, is given below:
(Rupees in Crores)
Particulars |
2017-18 |
2016-17 |
Total Revenue |
154.12 |
150.02 |
Profit Before Tax |
5.98 |
2.01 |
Provision for Taxation |
||
- Current Tax |
2.17 |
0.34 |
- MAT Credit Entitlement |
(0.28) |
- |
- Earlier Year Tax |
0.05 |
0.01 |
- Deferred Tax Charges (Credit) |
(0.16) |
0.21 |
Profit After Tax |
4.20 |
1.47 |
- Other Comprehensive Income/(Loss) |
0.19 |
(0.17) |
Total Comprehensive Income/(Loss) |
4.39 |
1.29 |
Transfer to General Reserve |
- |
- |
Proposed Dividend on Equity Shares |
1.14 |
1.14 |
Corporate Dividend Tax |
0.23 |
0.23 |
Earnings Per Share - Basic (Rupees) |
3.83 |
1.13 |
Earnings Per Share - Diluted (Rupees) |
3.83 |
1.13 |
REVIEW OF OPERATIONS
The Gross Revenue of the Company for the financial year under review was Rs. 154.12 Crores as against Rs. 150.02 Crores for the previous financial year ended on 31st March, 2017. The profit before tax (after interest and depreciation) was Rs. 5.98 Crores and total comprehensive income after tax was Rs. 4.39 Crores for the financial year ended 31st March, 2018 as against Rs. 2.01 Crores and Rs. 1.29 Crores respectively for the previous year ended on 31st March, 2017.
DIVIDEND
The Board has recommended for approval of shareholders, a dividend of 10% (amounting to Rs. 1/- per Share) (Previous period dividend @10%) for the Financial Year ended 31st March, 2018 to be paid on 1,14,58,303 Equity Shares of the Company, aggregating a distribution of Rs.1.14 Crores (Previous period year Rs. 1.14 Crores).
FIRST-TIME ADOPTION OF IND AS
The financial statements for the year ended 31st March, 2018, are the first the Company has prepared in accordance with Ind AS. For periods up to and including the year ended 31st March, 2017, the Company prepared its financial statements in accordance with accounting standards notified under section 133 of the Companies Act 2013, read together with paragraph 7 of the Companies (Accounts) Rules, 2014 ("Indian GAAP" or "previous GAAP").
Accordingly, the Company has prepared financial statements which comply with Ind AS applicable for periods ending on 31st March, 2018, together with the comparative period data as at and for the year ended 31st March, 2017. In preparing these financial statements, the Companyâs opening balance sheet was prepared as at 1st April, 2016, the Companyâs date of transition to Ind AS.
CONSOLIDATED FINANCIAL STATEMENTS
As required by regulation 33 of the Listing Regulations, the Audited Consolidated Financial Statements together with the Auditorsâ Report thereon are annexed and form part of this Annual Report.
On consolidated basis, the turnover of the Company for the Financial Year under review was Rs. 406.80 crores as against Rs. 382.05 crores in the previous financial year. The consolidated total comprehensive income/(loss) after tax was Rs. (11.63) crores as against Rs. (31.38) crores in the previous year. The total controlling comprehensive income/(loss) after tax was Rs. (8.91) crores as against Rs. (25.59) crores in the previous year ended on 31stMarch, 2017.
Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards. The Consolidated Financial Statements reflect the results of the Company and that of its subsidiary company. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companyâs Subsidiary are prepared in form AOC-1, which is annexed as Annexure 1 herewith and forms a part of this report.
SUBSIDIARY COMPANY
As on date, your Company has one subsidiary company - Aria Hotels and Consultancy Services Private Limited (ARIA). ARIA is the owner of 523 roomâs 5-Star deluxe hotel under the brand J. W. Marriott at New Delhi Aerocity, Hospitality District, Near IGI Airport, New
Delhi. The hotel is being received well by the customers with better occupancy levels and it has made a mark through its unique food and beverage operations. The hotel was awarded as âBest Luxury Hotelâ of the year at the 9th Annual Magpie Estate Hotel & Resort Awards 2017. In October, 2017, under Travelers Choice awards, the Hotelâs Restaurant, K3 has been awarded 4th rank among the best 10 fine dining restaurants in India.
A matter in relation to the exit option of the âIL&FS Trust Company Limitedâ, Mumbai and âIIRF India Realty XVI Limitedâ, Mauritius from M/s Aria Hotels and Consultancy Services Pvt. Ltd., (ARIA, Subsidiary of the Company) and conversion of Compulsorily Convertible Preference Shares held by them and the Company in ARIA is still pending before the Arbitration Tribunal.
DEBT
During the last financial year (2016-17) the Company had entered into facility arrangement with Yes Bank Limited for re-financing its entire banking facilities (except Term Loan facility from PTC India Financial Services Limited) total outstanding debt with Yes Bank Limited as on 31st March, 2018 is Rs.193.00 Crores.
The above borrowings are within the powers of the Board of Directors of the Company approved by the shareholders of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the requirement of the Companies Act, 2013 and pursuant to the Articles of Association of the Company, Mr. Sudhir Gupta, Executive (Whole-Time) Director and Mr. Sandeep Gupta, Executive (Whole-Time) Director of the Company are liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment. The Board of Directors recommends their re-appointment.
Mr. Raj Kumar Bhargava, Dr. Lalit Bhasin, Mr. Surendra Singh Bhandari and Mr. Surinder Singh Kohli, Independent Directors will be completing their present term as Independent Director of the Company on March 31, 2019. On the recommendation of the Nomination and Remuneration Committee, the Board in its meeting held on May 30, 2018 subject to the approval of shareholders by special resolution, has re-appointed Mr. Raj Kumar Bhargava, Dr. Lalit Bhasin, Mr. Surendra Singh Bhandari and Mr. Surinder Singh Kohli as an Independent Directors of the Company for second term. Brief resume, nature of expertise, details of directorships held in other companies of the Directors proposed to be reappointed, along with their shareholding in the Company, as stipulated under Secretarial Standard 2 and Regulation 36 of the Listing Regulations, is appended as an annexure to the Notice of the ensuing AGM.
The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013 stating that they meet criteria of Independence as laid down in Section 149 (6) of the Companies Act, 2013.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURE
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure 2 forming part of the Annual Report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure 3 forming part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis as required under regulation 34 of the Listing Regulations is annexed as Annexure 4 herewith and forms a part of this report.
CORPORATE GOVERNANCE
Your Company is committed to high standards of the corporate ethics, professionalism and transparency. More than half of the Board is comprised of Independent Directors. Your Company is in compliance with the governance requirements provided under the Companies Act, 2013 and Listing Regulations. Your Company has in place all the Committees required under the applicable law(s).
As required by regulation 34 of the Listing Regulations with the Stock Exchanges, a Report on Corporate Governance for the Financial Year 2017-18, along with Practicing Company Secretary Certificate on Corporate Governance is annexed as Annexure 5 herewith and forms a part of this report.
COMPLIANCE UNDER COMPANIES ACT, 2013
Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the detail of compliances under Companies Act, 2013 are enumerated below:
- Extract of Annual Return
As per the provisions of section 92(3) of the Companies Act, 2013, an extract of the annual return in Form No MGT 9 of the Companies (Management and Administration) Rules, 2014 is annexed as Annexure 6 herewith and forms a part of this report.
- Directorsâ Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on the representations received from the management confirms that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had 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 and of the profit and loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
- Auditors & Auditorsâ Report
M/s S.R. Batliboi & Co., LLP, Chartered Accountants, were appointed in compliance with provisions of the Companies Act, 2013 read with the rules made thereunder in the 10th AGM of the Company for period of 5 years upto conclusion of 15th AGM of the Company.
The Auditorsâ Report is unqualified. The notes to the Accounts referred to in the Auditorsâ Report are self-explanatory and therefore do not call for any further clarifications under Section 134 of the Companies Act, 2013.
- Internal Audit
M/s Grant Thornton India LLP, Chartered Accountants, the internal auditors of the Company have conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly and their reports have been well received by the Audit Committee.
- Secretarial Audit
Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s PI & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2018. The Secretarial Audit Report (in Form MR-3) is annexed as Annexure 7 hereto and forms a part of this report. The comments of Secretarial Auditors are self-explanatory and therefore do not call for any further clarifications.
- Particulars of Loan, Guarantees or Investment under section 186 of the Companies Act, 2013
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note No 41 to the financial statements.
- Related Party Transactions
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companyâs website at www.asianhotelswest.com/policies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All transactions entered by the Company with Related Parties were in ordinary course of business and at armâs length basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and Board of Directors.
There was no materially significant transaction with related parties during the Financial Year 2017-18 and none of the transactions with any of related parties were in conflict with the Companyâs interest.
Particulars of contracts/ arrangements with related parties as referred to in sub-section (1) of section 188 of the Companies Act, 2013 are given in Form AOC 2 and the same is annexed as Annexure 8 hereto and forms a part of this report.
Suitable disclosure as required under AS-18/Ind-AS-24 has been made in Notes to the Financial Statements.
- Material Changes and commitments affecting the Financial Position of the Company which have occurred between March 31, 2018 and May 30, 2018 (date of report)
There were no material changes and commitments affecting the financial position of the Company between the end of financial year (March 31, 2018) and the date of the Report (May 30, 2018), except as disclosed in the financial statements.
- Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo
Information required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo are to the extent possible is furnished in the Annexure 9 hereto and forms a part of this report.
- Risk Management Policy
Pursuant to section 134 (3)(n) of the Companies Act, 2013 & regulation 17 of the Listing Regulations, the Company has constituted a risk management committee.
As part of the risk assessment and minimization procedures, the Company had identified certain risk areas with regard to the operations of the Company and initiated steps, wherever possible, for risk minimization. The Companyâs Board is conscious of the need to review the risk assessment and minimization procedures on regular intervals. During the year under review the Company has not received any order passed by the regulators/ courts/ tribunals which impacted the going concern status and Companyâs operation in future.
- Corporate Social Responsibility (CSR) Policy
We understand the mutual interdependence between our business and the economic, social and human environment that surrounds us. The Company endeavors to make a positive contribution towards various social causes by supporting a wide range of socioeconomic initiatives, engaging in socially responsible employee relations and making a commitment to the community around it.
During the year, the provisions of section 135(5) of Companies Act, 2013 doesnât apply on the Company. However, during the year the Company has spent entire un-spent amount of previous yearâs as per the CSR policy of the Company.
The Annual Report on CSR activities is annexed herewith as Annexure 10. The Company has disclosed its CSR policy at website of our Company. The link of the said policy is www.asianhotelswest.com/policies.
- Public Deposits
During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
- Internal Control System and their Adequacy
The Company has standard operating procedures. 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. The internal auditors of the Company had regularly conducted exhaustive internal audits pertaining to all operational areas and their reports were placed before the Audit Committee for its review and recommendations. Further details of same are also provided in the Management Discussion and Analysis Report.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 22 of the Listing Regulations, the Company has established a vigil mechanism for its directors and employees to report their genuine concerns/ grievances. The mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Audit Committee Chairman.
Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
The details of the said mechanism are posted on the Companyâs website www.asianhotelswest.com/policies.
GREEN INITIATIVES
Electronic copies of the Annual Report and notice of the 11th AGM are sent to all the members whose email address are registered with the Company /Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report and the notice of 11th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.
The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in Notice. The instructions for e-voting are provided in the Notice.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance policy against sexual harassment defined as any unwelcome sexually determined behavior. As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âActâ) and Rules made there under, the Company has constituted Internal Complaints Committees (ICC) for its registered office, New Delhi and for Hotel Hyatt Regency, Mumbai. Ms. Mandavi Sharma is the presiding officer for New Delhi office and Ms. Sonale Zagade is the presiding officer for Hyatt Regency Mumbai.
During the Financial Year 2017-18, NO complaints with allegations of any kind of sexual harassment were filed with the Company. ACKNOWLEDGEMENT AND APPRECIATION
Your Directors would like to express its sincere appreciation and gratitude to the Companyâs valued customers, the Government of India, State Governments, various Financial Institution(s) and Banks for their continued support and confidence in the Company. The Board would also like to place on record its deep sense of appreciation for the continued confidence reposed in the Company by the Shareholders as well as the sincere efforts put in by the executives and staff at all levels for progress of the Company.
For and on behalf of the Board of Asian Hotels
(West) Limited
Place: New Delhi
Date: 30th May, 2018 Sushil Kumar Gupta
Chairman and Managing Director
(DIN - 00006165)
Mar 31, 2017
Dear Members,
The Directors have pleasure in presenting the 10th Annual Report and Audited Accounts for the Financial Year ended on March 31, 2017.
OBJECTS, OPERATIONS AND FINANCIAL RESULTS
A summarized position of the revenue, profits, taxation, dividend pay-out and earnings per share for the year under review, on standalone basis, is given below:
(Rs in Crores)
Particulars |
2016-17 |
2015-16 |
Total Revenue |
140.93 |
135.91 |
Profit Before Tax |
(6.22) |
(6.73) |
Provision for Taxation |
||
- Current Tax |
0.34 |
|
- Earlier year Tax |
(0.01) |
(0.31) |
- Deferred Tax Charge (Credit) |
(2.51) |
(2.54) |
Profit After Tax |
(4.05) |
(3.87) |
Transfer to General Reserve |
- |
- |
Proposed Dividend on Equity Shares |
1.14 |
1.14 |
Corporate Dividend Tax |
0.23 |
0.23 |
Earnings Per Share - Basic (Rupees) |
(3.53) |
(3.38) |
Earnings Per Share - Diluted (Rupees) |
(3.53) |
(3.38) |
REVIEW OF OPERATIONS
The Gross Revenue of the Company for the financial year under review was Rs. 140.93 Crores as against Rs. 135.91 Crores for the previous financial year ended on March 31, 2016. The profit before tax (after interest and depreciation) was Rs. (6.22) Crores and profit after tax was Rs. (4.05) Crores for the financial year ended on March 31, 2017 as against Rs. (6.73) crores and Rs. (3.87) Crores respectively for the previous year ended on March 31, 2016.
With the growth in the economy and steps taken by the present Government for promoting the tourism the Company aims to do better both in terms of profitability in the times to come and Company is focusing on retaining market share in highly competitive Hotel Market around Hyatt Regency, Mumbai and J. W. Marriott at New Delhi Aerocity, Hospitality District, Near IGI Airport, developed under its subsidiary M/s Aria Hotels and Consultancy Services Private Limited.
DIVIDEND
The Board has recommended for approval of shareholders, a dividend of 10 % (amounting to Rs. 1/- per Share) (Previous period dividend @ 10%) for the Financial Year ended March 31, 2017 to be paid on 1,14,58,303 Equity Shares of the Company, aggregating a distribution of Rs. 1.14 Crores (Previous period year Rs. 1.14 Crores).
CONSOLIDATED FINANCIAL STATEMENTS
As required by regulation 33 of the Listing Regulations, the Audited Consolidated Financial Statements together with the Auditorsâ Report thereon are annexed and form part of this Annual Report.
On consolidated basis, the turnover of the Company for the Financial Year under review was Rs. 371.61 crores as against Rs. 323.81 crores in the previous financial year. The profit after tax (PAT) was Rs. (28.15) crores as against Rs. (50.57) crores in the previous year ended on March 31, 2016.
Your Company has prepared Consolidated Financial Statements in accordance with the applicable Accounting Standards. The Consolidated Financial Statements reflect the results of the Company and that of its subsidiary company. Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companyâs Subsidiary are prepared in form AOC-1, which is annexed as Annexure 1 herewith and forms a part of this report.
SUBSIDIARY COMPANY
As on date, your Company has one subsidiary company - Aria Hotels and Consultancy Services Private Limited (Aria). ARIAâs 523 rooms 5-Star deluxe hotel under the brand J. W. Marriott at New Delhi Aerocity, Hospitality District, Near IGI Airport, New Delhi, which commenced operations in October 2013 is fully operational. The hotel is being received well by the customers with better occupancy levels and it has made a mark through its unique food and beverage operations.
DEBT
During April 2016, the Company has entered into facility arrangement with Yes Bank Limited (YBL) for its entire banking and borrowing facilities (except additional Term Loan facility from PTC against Solar plant). The Company was sanctioned borrowing facilities aggregating to Rs. 215 Crores from the YBL (Term Loan of Rs. 200 Crores, Overdraft Facility of Rs. 10 crores and Non-fund LC/ BG facility of Rs 5 Crores). The outstanding debt as on March 31, 2017 was Rs. 201.87 Crore.
The above borrowings are within the powers of the Board of Directors of the Company approved by the shareholders of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the requirement of the Companies Act, 2013 and pursuant to the Articles of Association of the Company, Mr. Sunil Vasant Diwakar, Director of the Company is liable to retire by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for re-appointment. The Board of Directors recommends his re-appointment.
The Company has received necessary declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013 stating that they meet criteria of Independence as laid down in Section 149 (6) of the Companies Act, 2013.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURE
In terms of the provisions of Section 197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of the employees drawing remuneration in excess of the limits set out in the said Rules are provided in the Annexure 2 forming part of the Annual Report.
Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are provided in the Annexure 3 forming part of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis as required under regulation 34 of the Listing Regulations is annexed as Annexure 4 herewith and forms a part of this report.
CORPORATE GOVERNANCE
Your Company is committed to high standards of the corporate ethics, professionalism and transparency. More than half of the Board is composed of independent directors. Your Company is in compliance with the governance requirements provided under the Companies Act, 2013 and Listing Regulations. Your Company has in place all the Committees required under the applicable law.
As required by regulation 34 of the Listing Regulations with the Stock Exchanges, a Report on Corporate Governance for the Financial Year 2016-17, along with Practicing Company Secretary Certificate on Corporate Governance is annexed as Annexure 5 herewith and forms a part of this report.
COMPLIANCE UNDER COMPANIES ACT, 2013
Pursuant to Section 134 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, your Company complied with the compliance requirements and the detail of compliances under Companies Act, 2013 are enumerated below:
-Extract of Annual Return
As per the provisions of section 92(3) of the Companies Act, 2013, an extract of the annual return in Form No MGT 9 of the Companies (Management and Administration) Rules, 2014 is annexed as Annexure 6 herewith and forms a part of this report.
-Directorsâ Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, the Directors, based on the representations received from the management confirms that:
a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the directors had 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 and of the profit and loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
-Auditors & Auditorsâ Report
M/s S. S. Kothari Mehta & Co., Chartered Accountants, were appointed in compliance with provisions of the Companies Act, 2013 read with the rules made there under in the 7th AGM of the Company for period of 3 years up to conclusion of 10th AGM of the Company.
The Auditorsâ Report is unqualified. The notes to the Accounts referred to in the Auditorsâ Report are self-explanatory and therefore do not call for any further clarifications under Section 134 of the Companies Act, 2013.
The Board in its meeting dated 05th June, 2017 has appointed M/s S R Batliboi & Co, LLP, Chartered Accountants, subject to the approval of the shareholders of the Company, as Statutory Auditors of the Company, for a period of 5 years w.e.f conclusion of 10th AGM of the Company till the conclusion of 15th AGM of the Company.
-Internal Audit
M/s Grant Thornton India LLP, Chartered Accountants, the internal auditors of the Company have conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly and their reports have been well received by the Audit Committee.
-Secretarial Audit
Pursuant to provisions of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has appointed M/s PI & Associates, Company Secretaries to undertake the Secretarial Audit of the Company for the Financial Year ended March 31, 2017. The Secretarial Audit Report (in Form MR-3) is annexed as Annexure 7 hereto and forms a part of this report.
Further, there is no qualification, reservation or adverse remark or disclaimer in the Secretarial Audit Report and hence any explanation or comment is not required by the Board.
-Particulars of Loan, Guarantees or Investment under section 186 of the Companies Act, 2013
Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in Note No 42 to the financial statements.
-Related Party Transactions
In line with the requirements of the Companies Act, 2013 and Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on Companyâs website at www.asianhotelswest.com/policies. The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All transactions entered by the Company with Related Parties were in ordinary course of business and at armâs length basis. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by the Audit Committee and Board of Directors.
There was one materially significant transaction with related parties during the Financial Year 2016-17 and none of the transactions with any of related parties were in conflict with the Companyâs interest.
Particulars of contracts/ arrangements with related parties as referred to in sub-section (1) of section 188 of the Companies Act, 2013 are given in Form AOC 2 and the same is annexed as Annexure 8 hereto and forms a part of this report.
Suitable disclosure as required under AS-18 has been made in Notes to the Financial Statements.
-Material Changes and commitments affecting the Financial Position of the Company which have occurred between March 31st, 2017 and June 5th, 2017 (date of report)
A matter in relation to the exit option of the âIL&FS Trust Company Limitedâ, Mumbai and âIIRF India Realty XVI Limitedâ, Mauritius from M/s Aria Hotels and Consultancy Services Pvt. Ltd., (ARIA, Subsidiary of the Company) and conversion of Compulsorily Convertible Preference Shares held by them and the Company in ARIA is pending before the Arbitration Tribunal.
-Conservation of Energy, Technology Absorption, Foreign Exchange Earnings & Outgo
Information required under Section 134 (3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 pertaining to the conservation of energy, technology absorption, foreign exchange earnings and outgo are to the extent possible is furnished in the Annexure 9 hereto and forms a part of this report.
-Risk Management Policy
Pursuant to section 134 (3)(n) of the Companies Act, 2013 & regulation 17 of the Listing Regulations, the Company has constituted a Risk Management Committee.
As part of the risk assessment and minimization procedures, the Company had identified certain risk areas with regard to the operations of the Company and initiated steps, wherever possible, for risk minimization. The Companyâs Board is conscious of the need to review the risk assessment and minimization procedures on regular intervals. During the year under review the Company has not received any order passed by the regulators/ courts/ tribunals which impacted the going concern status and Companyâs operation in future.
-Corporate Social Responsibility (CSR) Policy
We believe that CSR means much more than merely responding to social responsibility. We understand the mutual interdependence between our business and the economic, social and human environment that surrounds us.
An essential component to the Companyâs Corporate Social Responsibility is to care for the community. The Company endeavors to make a positive contribution towards various social causes by supporting a wide range of socio-economic initiatives, engaging in socially responsible employee relations and making a commitment to the community around it.
During the year, the provisions of section 135(5) of Companies Act, 2013 doesnât apply on the Company. However, during the year the Company has spent Rs. 5 Lacs on CSR activities out of the un-spent amount of previous yearâs (amounting to Rs. 10.70 Lacs) as per the CSR policy of the Company. The residual amount shall be spent as per the CSR policy in FY 2017-18.
The Annual Report on CSR activities is annexed herewith as Annexure 10. The Company has disclosed its CSR policy at website of our Company. The link of the said policy is www.asianhotelswest.com/policies.
-Public Deposits
During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
- Internal Control System and their Adequacy
The Company has standard operating procedures. 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. The auditors of the Company had regularly conducted exhaustive audits pertaining to all operational areas and their reports were placed before the Audit Committee for its review and recommendations.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and regulation 22 of the Listing Regulations, the Company has established a vigil mechanism for its directors and employees to report their genuine concerns/ grievances. The mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provisions for direct access to the Audit Committee Chairman.
Your Company hereby affirms that no Director/ employee have been denied access to the Chairman of the Audit Committee and that no complaints were received during the year.
The details of the said mechanism are posted on the Companyâs website www.asianhotelswest.com/policies.
GREEN INITIATIVES
Electronic copies of the Annual Report and notice of the 10th AGM are sent to all the members whose email address are registered with the Company /Depository Participant(s). For members who have not registered their email addresses, physical copies of the Annual Report and the notice of 10th AGM are sent in the permitted mode. Members requiring physical copies can send a request to the Company Secretary.
The Company is providing e-voting facility to all members to enable them to cast their votes electronically on all resolutions set forth in Notice. The instructions for e-voting are provided in the Notice.
PREVENTION OF SEXUAL Harassment AT WORKPLACE
The Company has zero tolerance policy against sexual harassment defined as any unwelcome sexually determined behavior. As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (âActâ) and Rules made there under, the Company has constituted Internal Complaints Committees (ICC) for its registered office, New Delhi and for Hotel Hyatt Regency, Mumbai. Ms. Mandavi Sharma is the presiding officer for New Delhi office and Ms. Shilpi Sinha is the presiding officer for Hyatt Regency Mumbai.
During the Financial Year 2016-17, NIL complaints with allegations of any kind of sexual harassment were filed with the Company.
ACKNOWLEDGEMENT AND APPRECIATION
Your Directors would like to express its sincere appreciation and gratitude to the Companyâs valued customers, the Government of India, State Governments, various Financial Institution(s) and Banks for their continued support and confidence in the Company. The Board would also like to place on record its deep sense of appreciation for the continued confidence reposed in the Company by the Shareholders as well as the sincere efforts put in by the executives and staff at all levels for progress of the Company.
For and on behalf of the Board of
Asian hotels (West) Limited
Place : New Delhi Sushil Kumar Gupta
Dated : June 5, 2017 Chairman and Managing Director
(DIN - 00006165)
Mar 31, 2015
To the Members,
The Directors have pleasure in presenting their 8th Annual Report and
Audited Accounts for the Financial Year ended on 31st March, 2015 (i.e.
for the period commencing from 1st April, 2014 to 31st March, 2015).
OBJECTS, OPERATIONS AND FINANCIAL RESULTS
A summarized position of the revenue, profits, taxation, dividend
pay-out and earning per share for the year under review, on standalone
basis, is given below:
(Rupees in Crores)
Particulars 2014-15 2013-14
Total Revenue 136.30 130.11
Profit Before Tax (3.22) (2.37)
Provision for Taxation
- Current Tax 0.30 1.39
- Earlier year Tax - 4.16
- Deferred Tax Charge (Credit) (1.38) 8.4
Profit After Tax (2.13) (5.02)
Transfer to General Reserve - -
Proposed Dividend on Equity Shares 1.14 1.72
Corporate Dividend Tax 0.23 0.29
Earnings Per Share -Basic (Rupees) (1.86) (4.39)
Earnings Per Share - Diluted (Rupees) (1.86) (4.39)
FUTURE PROSPECTS
With the growth in the economy and steps taken by the present
Government for promoting the tourism (such as E-Visa/Visa on arrival,
etc) the Company aims to do better both in terms of profitability in
the times to come and Company is focusing on retaining market share in
highly competitive Hotel Market around Hyatt Regency, Mumbai and J. W.
Marriott at New Delhi Aerocity, Hospitality District, Near IGI Airport,
developed under its subsidiary M/s Aria Hotels and Consultancy Services
Private Limited.
Company is also look out for sites having growth potential in
metropolitan cities and tourist destinations.
DIVIDEND
The Board has recommended for approval of shareholders, a dividend of
10% (amounting to Rs. 1/- per Share) (Previous period dividend @ 15%)
for the Financial Year ended 31st March, 2015 to be paid on 1,14,58,303
Equity Shares of the Company aggregating a distribution of Rs.1.14
Crores (Previous period year Rs. 1.72 Crores).
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5
of the Companies (Accounts) Rules, 2014, the statement containing
salient features of the financial statements of the Company's
Subsidiary - Aria Hotels & Consultancy Services Pvt. Ltd. (in Form
AOC-1) is attached to the financial statements.
Shareholders interested in obtaining copies of the audited annual
accounts of Subsidiary Company may write to the Company Secretary.
SUBSIDIARY COMPANY - Aria Hotels and Consultancy Services Private
Limited (Aria)
The Company's 523 rooms 5-Star deluxe hotel under the brand J. W.
Marriott at New Delhi Aerocity, Hospitality District, Near IGI Airport,
New Delhi, which commenced operations in October 2013 is fully
operational after receiving all the necessary clearances. The hotel is
being received well by the customers with better occupancy levels and
it has made a mark through its unique food and beverage operations.
DEBT
During the last financial year Company has entered into arrangement
with Kotak Mahindra Bank Limited & Kotak Mahindra Prime Limited
(collective referred to as Kotak Group) for re-scheduling its entire
banking facilities with Kotak Group and the total limit with Kotak
Group is Rs 177.10 Crore. The outstanding debt as on 31st March 2015 is
Rs. 165.15 Crore.
The above borrowings are within the powers of the Board of Directors of
the Company approved by the shareholders of the Company. DIRECTORS'
& KEY MANAGERIAL PERSONNEL
In accordance with the requirement of the Companies Act, 2013 and
pursuant to the Articles of Association Two of your Directors Viz. Mr.
Sudhir Chamanlal Gupta & Mr. Sandeep Gupta retire by rotation at the
ensuing Annual General Meeting and being eligible, offers themselves
for re-appointment.
During the period under review Mrs. Meeta Makhan was appointed as an
Additional Director of the Company effective from 27th March, 2015
pursuant to provisions of the Articles of Association of the Company
and Section 161 of the Companies Act, 2013. Mrs. Meeta Makhan holds
office upto the date of the ensuing AGM. In terms of Section 149 and
other applicable provisions of the Companies Act, 2013 and Clause 49 of
the Listing Agreement, Mrs. Meeta Makhan being eligible has offered
herself for appointment as an Independent Director for five (5)
consecutive years for a term upto 31st March, 2020. In the opinion of
the Board, Mrs. Meeta Makhan fulfills the conditions specified in the
Company Act, 2013 and rules made thereunder for the appointment as
Independent Director of the Company and is independent of the
management and the Company has also received declaration from Mrs.
Makhan that she meets with the criteria of independence as prescribed
both under sub-section (6) of Section 149 of the Act and under Clause
49 of the Listing Agreement. The Board of Directors of the Company has
recommended her appointment for period of five years and necessary
resolution for her reappointment as Independent Director is placed
before the shareholders at 8th AGM.
Brief details of aforesaid Directors, nature of their expertise, names
of Companies in which they hold directorship and the membership of
committees, etc is enclosed as Annexure D to this report.
Mr. Srikrishan Chhibber (DIN 00019276) Independent Director of the
Company has resigned from the Board w.e.f. 8th August, 2014 because of
indifferent health. The Company appreciates his immense contribution in
the growth of the Company.
During the period under review at the Board Meeting held on May 28,
2014, Mr. Rakesh Kumar Aggarwal was appointed as the Group Chief
Financial Officer of the Company pursuant to provisions of the of the
Companies Act, 2013 read with the Rules made thereunder.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURE
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing remuneration
in excess of the limits set out in the said Rules are provided in the
Annexure E to this report.
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are provided in the Annexure F to this report.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, a Report on Corporate Governance for the Financial Year
2014-15, Management Discussions and Analysis Report together with
Practicing Company Secretary Certificate on Corporate Governance are
enclosed as Annexure A, B and C respectively to this report.
PREVENTION OF INSIDER TRADING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company in accordance with the SEBI
(Prohibition of Insider Trading) Regulations, 2015, which is applicable
from 15th May, 2015. The Code requires pre-clearance for dealing in the
Company's shares and prohibits the purchase or sale of Company shares
by the Directors and the designated employees while in possession of
unpublished price sensitive information in relation to the Company and
during the period when the Trading Window is closed. The Board is
responsible for implementation of the Code.
COMPLIANCE UNDER COMPANIES ACT, 2013
Pursuant to Section 134 of the Companies Act, 2013 read with the
Companies (Accounts) Rules, 2014, your Company complied with the
compliance requirements and the detail of compliances under Companies
Act, 2013 are enumerated below:
- Extract of Annual Return
The details forming part of the extract of the Annual Return in form
MGT-9 is attached as Annexure G to this report.
- Board Meetings held during the Year
During the year, 5 meetings of the Board of Directors were held. The
details of the meetings are furnished in the Corporate Governance
Report which is attached as Annexure A to this Report.
- Directors' Responsibility Statement
To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors make the
following statements in terms of Section 134 (5) of the Companies Act,
2013:
a) in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
b) the directors had 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 and of the profit and loss
of the company for that period;
c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern
basis; and
e) the directors, had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
- Declaration from Independent Directors
The Company has received necessary declaration from each Independent
Director of the Company under Section 149 (7) of the Companies Act,
2013 stating that they meet criteria of Independence as laid down in
Section 149 (6) of the Companies Act, 2013
- Nomination & Remuneration Policy of the Company and Criteria of
determination u/s 178 of the Companies Act, 2013
The Nomination & Remuneration policy of the Company comprising the
appointment and remuneration of the Directors, Key Managerial Personnel
and Senior Executives of the Company including criteria for determining
qualifications, positive attributes, independence of a Director and
other related matters provided under Section 178 (3) of the Companies
Act, 2013 has been provided in the Corporate Governance Report and
Annexure F to this report.
- Auditors & Auditors' Report
M/s S. S. Kothari Mehta & Co., Chartered Accountants, were appointed in
compliance with provisions of the Companies Act, 2013 read with the
rules made thereunder in the 7th AGM of the Company for period of 3
years upto conclusion of 10th AGM of the Company, subject to
ratification of their appointment at every AGM.
Accordingly, necessary resolution is being proposed before the
shareholders for their ratification/re-appointment as statutory
auditors of the Company at 8th AGM.
The Auditors' Report is unqualified. The notes to the Accounts
referred to in the Auditors' Report are self-explanatory and
therefore do not call for any further clarifications under Section 134
of the Companies Act, 2013.
- Internal Audit
M/s KSMN & Co., Chartered Accountants, the internal auditors of the
Company have conducted periodic audit of all operations of the Company.
The Audit Committee of the Board of Directors has reviewed the findings
of Internal Auditors regularly and their reports have been well
received by the Audit Committee.
However the Board at its meeting held on 15th May, 2015, on
recommendation of the Audit Committee of the Board of Directors of the
Company, has approved the appointment of M/s Walker, Chandiok & Co.
Chartered Accountants (Grant Thornton) as Internal Auditors of the
Company in place of M/s KSMN & Co. for the Financial Year 2015-16.
- Secretarial Audit
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed M/s D.S. Associates (CP No- 7347
& Membership No- A17697) to undertake the Secretarial Audit of the
Company for the Financial Year ended 31st March, 2015. The Secretarial
Audit Report (in Form MR-3) is attached as Annexure H to this Report.
The Secretarial Audit Report is unqualified and therefore do not call
for any further clarifications / explanation under Section 134 of the
Companies Act, 2013.
- Particulars of Loan, Guarantees or Investment under section 186 of
the Companies Act, 2013
Details of loans, guarantees and investments made by the Company are
given in Note 43 of the financial statements forming part of Annual
Report.
- Related Party Transactions
In line with the requirements of the Companies Act, 2013 and Equity
Listing Agreement, your Company has formulated a Policy on Related
Party Transactions which is also available on Company's website at
www.asianhotelswest.com/Policies.asp. The Policy intends to ensure that
proper reporting, approval and disclosure processes are in place for
all transactions between the Company and Related Parties.
All transactions entered by the Company with Related Parties were in
ordinary course of business and at Arms length basis. The Audit
Committee granted omnibus approval for the transactions (which are
repetitive in nature) and the same was reviewed by the Audit Committee
and Board of Directors.
There were no materially significant transactions with related parties
during the Financial Year 2014-15 and none of the transactions with any
of related parties were in conflict with the Company's interest.
Accordingly, the disclosure of Related Party Transactions as required
under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is
not applicable. Suitable disclosure as required under AS-18 have been
made in Note 36 of the Notes to the Financial Statements.
- Material Changes and commitments affecting the Financial Position
of the Company which have occurred between March 31, 2015 and August 7,
2015 (date of report)
There were no material changes and commitments affecting the financial
position of the Company between the end of financial year (March
31,2015) and the date of the Report (August 7, 2015).
- Conservation of Energy, Technology Absorption, Foreign Exchange
Earnings & Outgo
Information required under Section 134 (3) (m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014
pertaining to the conservation of energy, technology absorption,
foreign exchange earnings and outgo are to the extent possible, in the
opinion of your Directors, is as under:
A) CONSERVATION OF ENERGY
S. Energy conservation measure taken during the year 2014-15 Impact
No. (savings in Lac Rs. per annum)
1 Replacement of Lobby ( AR 111) and back area tubelights (28 W ) with
LED 15.00
Total savings 15.00
S. Additional Investment - proposal for the year 2015-16 Impact
No. (savings in Lac Rs. per annum)
1. Guest room lamp (MR 16) replacement with 7W LED lamps 16
B) TECHNOLOGY ABSORPTION
In the Opinion of the Board, the required particulars, pertaining to
technology absorption in terms of Rule 8 (b) of the Companies (Account)
Rules, 2014 are not applicable as hotels form part of the service
industry and the Company does not have any significant manufacturing
operations.
C) FOREIGN EXCHANGE EARNINGS
The Company has a strong commitment to international business and is
continuously exploring avenues to increase its foreign exchange
earnings.
- Risk Management Policy
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has constituted a risk management
committee. The details of the committee and its terms of reference are
set out in the Corporate Governance Report attached as Annexure A to
this Report.
As part of the risk assessment and minimization procedures, the Company
had identified certain risk areas with regard to the operations of the
Company and initiated steps, wherever possible, for risk minimization.
The Company's Board is conscious of the need to review the risk
assessment and minimization procedures on regular intervals.
- Corporate Social Responsibility (CSR) Policy
As required under section 135 of the Companies Act, 2013 the company
has formed a CSR committee during the financial year comprising Mr.
Sudhir Chamanlal Gupta, Executive (Whole-time) Director of the Company,
as the Chairman and Mr. Raj Kumar Bhargava & Mr. Surendra Singh
Bhandari, Independent Directors of the Company, as other members. The
said Committee has to ensure the compliance for formulating and
recommending to the Board, the activities undertaken by the Company,
monitored the implementation of the framework of the CSR Policy and
recommended the amount to be spent on CSR activities.
During the year Company has contributed Rs.14,85,000/- (Rupees Fourteen
Lac Eighty Five Thousand only) towards Corporate Social Responsibility
(CSR). The committee met once during the financial year ended March
31,2015. The Report on CSR activities is attached as Annexure I to this
Report.
- Board Evaluation & Independent Directors Meeting
Pursuant to the provisions of the section 134 (3) (p) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried
out the annual performance evaluation of its own performance, the
Directors individually including the Chairman as well as the evaluation
of the working of its Committees.
During the year under review, the Independent Directors met on 27th
March, 2015, inter alia, to discuss:
1. Evaluation of the performance of Non Independent Directors and the
Board of Directors as a Whole;
2. Evaluation of the performance of the Chairman of the Company, taking
into account the views of the Executive and Non Executive Directors.
3. Evaluation of the quality, content and timelines of flow of
information between the management and the Board that is necessary for
the Board to effectively and reasonably perform its duties. All the
independent Directors were present at the meeting.
The criteria for performance evaluation have been detailed in the
Corporate Governance Report which is attached as Annexure A to this
Report.
- Deposits
Your Company has not accepted any deposits within the meaning of
Section 73 of the Companies Act, 2013 and the Companies (Acceptance of
Deposits) Rules, 2014.
- Significant & Material orders passed by the Regulators
There has been no significant and material orders passed by the
regulators or Courts or Tribunals impacting the going concern status
and the company's operations in future.
- Internal Control System and their Adequacy
The Company has standard operating procedures. 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. The internal auditors of the Company
had regularly conducted exhaustive internal audits pertaining to all
operational areas and their reports were placed before the Audit
Committee for its review and recommendations.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act, 2013 read with Rule 7
of the Companies (Meetings of Board and its Powers) Rules, 2014 and
Clause 49 of the Listing Agreement, the Board of Directors had approved
the Policy on Vigil Mechanism/ Whistle Blower and the same was hosted
on the website of the Company. This Policy inter-alia provides a direct
access to the Chairman of the Audit Committee.
Your Company hereby affirms that no Director/ employee has been denied
access to the Chairman of the Audit Committee and that no complaints
were received during the year.
Brief details about the policy are provided in the Corporate Governance
Report attached as Annexure A to this Report.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
As per the requirement of The Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013 ('Act') and Rules
made thereunder, the Company (Hotel Hyatt Regency, Mumbai) has
constituted Internal Complaints Committees (ICC). Ms. Shilpi Sinha,
Director of Finance, Hyatt Regency Mumbai is the desiginated the
Presiding Officer. During the Financial Year 2014-15 Nil complaints
with allegations of any kind of sexual harassment were filed.
PERSONNEL
Your Directors wish to appreciate the dedicated efforts and hard work
of personnel at all levels that has made the existing results possible.
ACKNOWLEDGEMENT
Your Directors would like to express its sincere appreciation and
gratitude to the Company's valued customers, the Government of India,
State Governments, various Financial Institution(s) and Banks for their
continued support and confidence in the Company. The Board would also
like to place on record its deep sense of appreciation for the
continued confidence reposed in the Company by the Shareholders as well
as the sincere efforts put in by the executives and staff at all levels
for progress of the Company.
For and on behalf of the Board
of Asian hotels (West) Limited
Place : New Delhi Sushil Kumar Gupta
Dated : 7th August, 2015 Chairman and Managing Director
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their 7th Annual Report and
Audited Accounts for the Financial Year ended on 31st March, 2014 (i.e.
for the period commencing from 1st April, 2013 to 31st March, 2014).
OBJECTS, OPERATIONS AND FINANCIAL RESULTS
A summarized position of the profits, taxation, dividend, pay-out and
transfer to reserves for the year under review, on standalone basis, is
given below:
(Rupees in Crores)
Particulars 2013-141 2012-13
Income 130.11 130.92
Expenditure 123.88 117.30
Profit Before Tax (2.37) 13.62
Provision for Taxation
* Current Tax 1.39 4.55
* Earlier year Tax 4.16 -
* Deferred Tax Charge (Credit) 8.4 1.44
Net Profit (5.02) 7.63
Amount Brought Forward 102.57 108.82
Profit Available for Appropriation 97.54 116.45
Transfer to General Reserve - 0.57
Proposed Dividend on Equity Shares 1.72 2.29
Corporate Dividend Tax 0.29 0.39
Transfer to Debenture Redemption Reserve (4.50) 10.63
Surplus Carried Forward 95.53 102.57
Earnings Per Share -Basic (Rupees) (4.39) 6.66
Earnings Per Share - Diluted (Rupees) (4.39) 6.66
CONSOLIDATED FINANCIAL STATEMENTS
In terms of the General Circular No. 2/2011 dated 8th February, 2011
issued by the Ministry of Corporate Affairs, Government of India a
general exemption has been granted to the holding companies from
attaching with their balance sheet a copy of the balance sheet, profit
and loss account etc. of each of its subsidiaries subject to
fulfillment of certain conditions.
The Board of Directors of the Company has approved availing of the
benefit under the aforesaid circular. Accordingly, the members have
been circulated standalone Financial Statement of the Company for the
Financial Year 2013-14 alongwith Consolidated Financial Statement for
the Financial Year 2013-14.
DIVIDEND
The Board has recommended for approval of shareholders, a dividend of
15% (amounting to Rs. 1.5/- per Share) (Previous period dividend @ 20%)
for the Financial Year ended 31st March, 2014 to be paid on 1,14,58,303
Equity Shares of the Company aggregating a distribution of Rs.1.72
Crores (Previous period year Rs. 2.29 Crores).
SUBSIDIARY COMPANIES
A. ARIA HOTELS AND CONSULTANCY SERVICES PRIVATE LIMITED (ARIA)
ARIA has developed a 523 rooms 5-Star deluxe hotel under the brand J.
W. Marriott at New Delhi Aerocity, Hospitality District, Near IGI
Airport, New Delhi, which commenced operations during October, 2013
after receiving all necessary statutory permissions and approvals
including clearances from Bureau of Civil Aviation (BCAS) & Delhi
Police. Delhi Airport Hospitality District is an upcoming prime
location which enjoys the location benefits of not only being closer to
the New Delhi International Airport but also will reap the benefit from
having Central Business District (Gurgaon) of NCR on one side and Delhi
on the other. In addition, the planned road infrastructure and metro
connectivity also make the Hotel easily accessible.
B. INOVOA HOTELS AND RESORTS LIMITED
During the period, Company transferred its entire shareholding in
Inovoa Hotels & Consultancy Services Limited (IHRL) to Fleur Hotels
Private Limited at an enterprise values of Rs. 64 Crore on 4th July,
2013. IHRL owned The Clarion Hotel in Bangaluru. Thus after the
aforesaid transaction, IHRL has ceased to be subsidiary of the Company.
However since IHRL was subsidiary of the Company and accordingly the
Consolidated Financial Statements of the Company for the Financial Year
2013-14 includes Financial Statements of IHRL till the date of transfer
of investments in IHRL by the Company.
BORROWINGS
During the period under review Company has entered into arrangement
with Kotak Mahindra Bank Limited & Kotak Mahindra Prime Limited
(collective referred to as Kotak Group) for re-schedulment/
restructuring its entire banking facilities with Kotak Group and the
total limit with Kotak Group is Rs 177.10 Crore including Rs. 35 Crore
Loan from Kotak Mahindra Prime Limited.
Redemption of Non Convertible Debentures issued by the Company: on 25th
June, 2010 the Company had issued 1000 Rated, Taxable, Secured,
redeemable, Non - Convertible Debentures (NCDs) of the face value of
Rs. 10 Lacs each, aggregating to Rs. 100 Crore, on private placement
basis to Kotak Mahindra Bank Limited. The Company had appointed M/s
IDBI Trusteeship Services Limited, Mumbai as the Debenture Trustee and
M/s Karvy Computershare Pvt. Ltd. as Registrar and Transfer Agents in
relation to the aforesaid NCDs and the said NCD''s were listed on NSE.
In terms of the issue of the aforesaid NCDs, during the Financial Year
2013-14 your Company redeemed NCDs of the face value of Rs. 18 Crores.
Total outstanding NCDs as on 31st March, 2014 was Rs. 45.25 Crores. The
company thereafter redeemed the balance NCD''s in terms of
re-schedulment/restructuring of its banking facilities with Kotak
Mahindra Bank Limited on 25th June, 2014
Company has executed necessary Loan documents with Kotak Group and
necessary security has been created for securing the aforesaid
facilities.
The above borrowings are within the powers of the Board of Directors of
the Company approved by the shareholders of the Company.
INVESTMENTS / GUARANTEES
INVESTMENTS
During the period under review, Company has invested Rs. 72.40 Crore in
its subsidiary, M/s Aria Hotels and Consultancy Services Private
Limited (Aria) and Aria has allotted 2,41,33,333 Optionally Convertible
Preference Shares (OCPS) having face value of Rs. 10 each at an issue
premium of Rs. 20/- each (amounting to total price of Rs. 30 per OCPS)
to the Company.
GUARANTEES
The Company had in previous year granted Corporate Guarantees for
import of Capital Goods under EPCG to custom authorities / DGFT for and
on behalf of Aria Hotels and Consultancy Services Pvt. Ltd. (Aria),
subsidiary of the Company aggregating to Rs. 28.35 Crores. No fresh
corporate guarantee was issued by the Company during the period w.r.t
to the same.
The above investments / Guarantees are within the powers of the Board
of Directors of the Company.
FUTURE PROSPECTS
The Company is focusing on retaining market share in highly competitive
Hotel Market around Hyatt Regency, Mumbai and on recently operational
5-Star deluxe hotel under the brand J. W. Marriott at New Delhi
Aerocity, Hospitality District, Near IGI Airport, developed under its
subsidiary M/s Aria Hotels and Consultancy Services Private Limited.
Company is also look out for sites having growth potential in
metropolitan cities and tourist destinations.
CHANGE IN REGISTERED OFFICE OF THE COMPANY
The company has shifted its registered office from E- Basement, Clarion
Collection - The Qutab Hotel, Shaheed Jeet Singh Marg, New Delhi -
110016 to 6th Floor, Aria Tower , J.W Marriott, Aerocity, Asset Area 4,
Hospitality District, Near IGI Airport, New Delhi -110037 with effect
from 20th February, 2014.
ADOPTION OF NEW ARTICLES OF ASSOCIATION OF THE COMPANY
The Articles of Association ("AoA") of the Company as presently in
force are based on the Companies Act, 1956 and several regulations in
the existing AoA contain references to specific sections of the
Companies Act, 1956 and some regulations in the existing AoA are no
longer in conformity with the Act. The Act is now largely in force. On
September 12, 2013, the Ministry of Corporate Affairs ("MCA") had
notified 98 Sections for implementation. Subsequently, on March 26,
2014, MCA notified most of the remaining Sections. With the coming into
force of the Act several regulations of the existing AoA of the Company
require alteration or deletions in several articles. Given this
position, it is considered expedient to wholly replace the existing AoA
by a new set of Articles. The new AoA to be substituted in place of the
existing AoA are based on Table ''F'' of the Act which sets out the model
articles of association for a company limited by shares.
The proposed new draft AoA is being uploaded on the Company''s website
for perusal by the shareholders. The necessary resolution for adoption
of new AoA is placed before the shareholders at 7th AGM.
AUDITORS & AUDITORS'' REPORT
M/s S. S. Kothari Mehta & Co., Chartered Accountants, the present
auditors of the Company, shall retire at the ensuing AGM of the Company
and being eligible offers themselves for re-appointment for maximum
period of three years, in compliance with provisions of the Companies
Act, 2013 read with the rules made thereunder.
They have certified that their appointment, if made, will be in
accordance with the limits prescribed under Section 141 of the
Companies Act, 2013. The Audit Committee of the Board of Directors of
the Company has recommended their re-appointment for period of three
years, subject to ratification at the subsequent AGM''s and necessary
resolution for their reappointment as statutory auditors is placed
before the shareholders at 7th AGM.
The Auditors'' Report is unqualified. The notes to the Accounts referred
to in the Auditors'' Report are self-explanatory and therefore do not
call for any further clarifications under Section 217(3) of the
Companies Act, 1956.
INTERNAL AUDIT
M/s KSMN & Co., Chartered Accountants, the internal auditors of the
Company have conducted periodic audit of all operations of the Company.
The Audit Committee of the Board of Directors has reviewed the findings
of Internal Auditors regularly and their reports have been well
received by the Audit Committee.
SECRETARIAL AUDITOR
In Compliance with provisions of Section 204 of the Companies Act, 2013
read with the Rules, the Company has appointed M/s D.S. Associates (CP
No- 7347 & Membership No- A17697) as Secretarial Auditor of the Company
with effect from 28th May, 2014.
DIRECTORS
During the period under review Mr. Srikrishan Chhibber, Independent
Director of the Company has resigned from the Board of the Company
w.e.f. 8th August, 2014 Mr. Chhibber has been Director of erstwhile
Asian Hotels Limited since its inception in year 1980 and Company
appreciates his immense contribution in the growth of the Company.
In accordance with the requirement of the Companies Act, 2013 and
pursuant to the Articles of Association, Mr. Sunil Vasant Diwakar
retire by rotation at the ensuing AGM and being eligible, offer
themselves for reappointment.
Mr. Raj Kumar Bhargava, Dr. Lalit Bhasin & Mr. Surendra Singh Bhandari,
Independent Directors of the Company, whose period of office is liable
to determination by retirement of Directors by rotation under the
erstwhile provisions of the Companies Act, 1956. In terms of Section
149 and other applicable provisions of the Companies Act, 2013 and
Clause 49 of the Listing Agreement Mr. Bhargava; Dr. Bhasin & Mr.
Bhandari being eligible has offered themselves for appointment as an
Independent Director for five (5) consecutive years for a term upto
31st March, 2019. In the opinion of the Board, Mr. Bhargava, Dr. Bhasin
& Mr. Bhandari fulfills the conditions specified in the Companies Act,
2013 and rules made thereunder for their appointment as Independent
Directors of the Company and are independent of the management and the
Company has also received declarations from Mr. Bhargava, Dr. Bhasin &
Mr. Bhandari that they meet with the criteria of independence as
prescribed both under sub-section (6) of Section 149 of the Act and
under Clause 49 of the Listing Agreement. The Board of Directors of
the Company has recommended their appointment for period of five years
and necessary resolutions for their reappointment as Independent
Directors are placed before the shareholders at 7th AGM.
Mr. Surinder Singh Kohli was appointed as an Additional Director of the
Company effective from 9th August, 2014 pursuant to provisions of the
Articles of Association of the Company and Section 161 of the Companies
Act, 2013. Mr. Surinder Singh Kohli holds office upto the date of the
ensuing AGM. In terms of Section 149 and other applicable provisions of
the Companies Act, 2013 and Clause 49 of the Listing Agreement Mr.
Kohli being eligible has offered himself for appointment as an
Independent Director for five (5) consecutive years for a term upto
31st March, 2019. In the opinion of the Board, Mr. Kohli fulfills the
conditions specified in the Companies Act, 2013 and rules made
thereunder for the appointment as Independent Director of the Company
and is independent of the management and the Company has also received
declaration from Mr. Kohli that he meet with the criteria of
independence as prescribed both under sub-section (6) of Section 149 of
the Act and under Clause 49 of the Listing Agreement. The Board of
Directors of the Company has recommended his appointment for period of
five years and necessary resolution for his reappointment as
Independent Director is placed before the shareholders at 7th AGM.
The Company proposes to reappoint Mr. Sushil Kumar Gupta, as Managing
Director of the Company for a period of five years effective 1st
November, 2014 to 31st October, 2019 and Mr. Sudhir Chamanlal Gupta and
Mr. Sandeep Gupta as Executive (Whole-time) Directors of the Company
for a period of five years (whose period of office shall be liable to
retirement by rotation) effective from 10th May, 2015 to 9th May, 2020.
The said appointment and their remuneration for a period of 3 years, in
compliance with provisions of Section 196, 197, 203 and Schedule V and
other provisions of the Act is also approved by the Remuneration and
Nomination Committee and the Board of Directors of the Company at their
meeting held on 9th August, 2014 and necessary resolution for their
reappointment are placed before the shareholders at 7th AGM.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
During the year, your Directors have constituted the Corporate Social
Responsibility Committee (CSR Committee) comprising Mr. Sudhir Chaman
Lal Gupta, Executive (Wholetime) Director of the Company, as the
Chairman and Mr. Raj Kumar Bhargava & Mr. Surendra Singh Bhandari,
Independent Directors of the Company, as other members. The said
Committee has been entrusted with the responsibility of formulating and
recommending to the Board, a Corporate Social Responsibility Policy
(CSR Policy) indicating the activities to be undertaken by the Company,
monitoring the implementation of the framework of the CSR Policy and
recommending the amount to be spent on CSR activities.
NOMINATION AND REMUNERATION COMMITTEE
During the period under review, the Company re-constituted its existing
remuneration committee as Nomination and Remuneration Committee of the
Board of Directors of the Company pursuant to provisions of the
Companies Act, 2013, which comprises of Dr. Lalit Bhasin as its
Chairman, Mr. Raj Kumar Bhargava and Mr. Surendra Singh Bhandari as
Co-members.
STAKEHOLDERS RELATIONSHIP COMMITTEE
During the period under review, the Company re-constituted its existing
Investor Grievance Committee as Stakeholders Relationship Committee of
the Board of Directors of the Company pursuant to provisions of the
Companies Act, 2013.
DIRECTORS'' RESPONSIBILITY STATEMENT UNDER SECTION 217(2AA) OF THE
COMPANIES ACT, 1956
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
* 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 ;
* 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 / loss 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;
* that the Directors have prepared the annual accounts on a going
concern basis;
The Audit Committee of the Board of Directors reviewed the financial
statements, prepared in accordance with revised Schedule VI of the
Companies Act, 1956 for the year under review at its meeting held on
28th May, 2014 and recommended the same for the approval of the Board
of Directors.
INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
The particulars as prescribed under Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 pertaining to the conservation of
energy, technology absorption, foreign exchange earnings and outgo are
to the extent possible, in the opinion of your Directors, given in
Annexure ''A'' annexed hereto.
PERSONNEL
Your Directors wish to appreciate the dedicated efforts and hard work
of personnel at all levels that has made the existing results possible.
Information as per Section 217(2A) of the Companies Act, 2013 read with
the Companies (Particulars of Employees) Rules, 1975 and forming part
of this Report, is given in Annexure ''B''.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, a Report on Corporate Governance for the Financial Year
2013-14 together with Practicing Company Secretary Certificate on
Corporate Governance is appended to the Annual Report as Annexure ''C''
and ''D'' respectively.
FIXED DEPOSITS
Your Company has not accepted any fixed deposits. Hence, there is no
outstanding amount as on the Balance Sheet date.
INTRODUCTION AND APPLICABILITY OF NEW COMPANIES ACT, 2013
The Ministry of Corporate Affairs vide notification dated 26th March,
2014 has notified the commencement of New Companies Act, 2013 w.e.f.
1st April, 2014. In pursuance of General Circular No. 08/2014 issued by
Ministry of Company Affairs, the Present Directors'' Report is prepared
in accordance with the provisions of the Companies Act, 1956 and thus
new provisions of the Companies Act, 2013 will be complied with in the
next Directors'' Report. Your Directors are in process of complying with
all the provisions of the Companies Act, 2013.
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
For the last few years the Indian tourism sector has been one of the
largest service industries in the country in terms of its contribution
to the Gross Domestic Product (GDP) and Foreign Exchange Earnings, as
well as for providing employment to millions. Despite negative signals
from global economy, the number of foreign tourist arrival in the
country in 2013 showed an increase of about 4.1% over 2012 and
hospitality sector have become the most vibrant tertiary''s and has a
strong hold on the economy. The Ministry of Tourism in consultation
with State Government/ UT administration had proposed to set up Tourist
Police at prominent tourist spots. Clean India Campaign has been
initiated by the Ministry of Tourism with the objective to increase
tourist arrivals to the country and to improve quality of services and
provide a hygienic environment in and around tourist destinations
across the country. The World Travel and Tourism Council (WTTC) named
India as one of the fastest growing tourism industries for the next 10
to 15 years.
Tourism in India is witnessing widespread growth on the back of
increasing inbound tourism by the burgeoning Indian middle class,
rising inflow of foreign tourists and successful government campaigns
for promoting ''Incredible India''. Infrastructure development holds the
key to India''s sustained growth in the Tourism sector. India Tourism
launched two new campaigns: an International Campaign called ''Find What
You Seek'' and a Domestic Campaign called ''Go Beyond'' and there has been
a growth of 1.70% in the January-March 2014 period in the number of
tourists availing of "Visa on Arrival" scheme as compared to the same
period in 2013.
Hotels are an important component of the tourism sector. They
contribute in the overall tourism experience through the standards of
facilities and services offered by them. The constant transformation
has made the Indian hotel industry more functional and practical and
has gained a level of acceptance world over. The standards of
facilities and services offered have evolved over the last decade
towards the extensive use of technology, environment friendly services,
pricing, market segmentation, regional preferences, etc. The Indian
hotel industry has seen a significant growth in room inventory across
categories from upscale luxury to limited services and boutique &
budget hotels. The occupancy has seen continued gains both from the
domestic and the international traveler in both the business and
leisure segment. However, because of increase in inventory as well as
current economic position, there is pressure on room rates. With the
continued growth in India''s GDP, improvement in the per capita income
and increased aspirational spending, the Indian hospitality sector is
expected to grow much faster than most countries around the world.
This is the first time when Hon''ble Finance Minister has focused on
Tourism as one of the government priorities and also announced the
E-Visa for most of the countries and all these steps together with long
awaited introduction of GST are likely to give boost to Hotel Industry.
Opportunities, Threats, Risks and Concerns
Hotels form one of the most important support service that affect the
arrival of tourist to a country. The strengths of the industry includes
that India is one big package of culture and legend that never fails to
captivate the imagination of the visitor. It provides vast natural and
cultural diversity, the manpower costs in the Indian hotel industry is
reasonable in the world. The peak season in the country is from
September to March. Over the long term, the hotel industry has growth
potential. When it comes to diverse topography, India is one of the
best destination.
Tourists also have second thoughts about visiting India because of the
political turbulence and negative publicity here. Growth in hotel
supply in recent times has outstripped demand in a number of Indian
cities. escalating land prices, increasing energy costs, depleting
water levels and a scarcity of trained manpower are challenges that
will need to be addressed and overcome. With increasing affluence in
India, the composition of the market is undergoing a change. Domestic
travel and tourism is experiencing rapid growth as is domestic
corporate travel. These segments will require due attention whilst we
continue to focus on traditional markets. Source markets are changing
with demand from the SAARC nations, China, Japan and the Middle east
growing steadily. The tourism Ministry will need to orient itself to
this development.
Review of Operational and Financial Performance
The Company has achieved an aggregate turnover of Rs. 130.11 Crores
(Previous period Rs. 130.92 Crores) for the financial year ended on
31st March, 2014. Profit/(Loss) after taxes for the year under review
was Rs. (5.02) Crores (Previous period Rs. 7.63 Crores). Segment wise
Performance During the period under review, the Company is engaged in
only one segment of Hotel Business hence segment wise performance is
not applicable.
Internal Control Systems and their Adequacy
The Company has standard operating procedures. 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. The internal auditors of the Company
had regularly conducted exhaustive internal audits pertaining to all
operational areas and their reports were placed before the Audit
Committee for its review and recommendations.
Human Resources and Industrial Relations
Smooth Industrial Relations and effective Human Resource Management are
the key factors contributing towards success in the industry. As our
company is part of the hospitality industry the importance of efficient
and motivated human resources helps in achieving complete customer
satisfaction, which in turn has direct impact on the brand image and
turnover of the company. The Company enjoys harmonious relationship
with its employees. The employee strength of the Company, as on 31st
March, 2014 was 628.
ACKNOWLEDGEMENT
Your Directors would like to express its sincere appreciation and
gratitude to the Company''s valued customers, the Government of India,
State Governments, various Financial Institution(s) and Banks for their
continued support and confidence in the Company. The Board would also
like to place on record its deep sense of appreciation for the
continued confidence reposed in the Company by the Shareholders as well
as the sincere efforts put in by the executives and staff at all levels
for progress of the Company.
For and on behalf of the Board of
Asian Hotels (West) Limited
Place : New Delhi Sushil Kumar Gupta
Dated : 9th August, 2014 Chairman and Managing Director
Mar 31, 2013
To the Members,
The Directors have pleasure in presenting their 6th Annual Report and
Audited Accounts for the Financial Year ended on 31st March, 2013 (i.e.
for the period commencing from 1st April, 2012 to 31st March, 2013).
OBJECTS, OPERATIONS AND FINANCIAL RESULTS
A summarized position of the profts, taxation, dividend, pay-out and
transfer to reserves for the year under review, on standalone basis, is
given below:
(Rupees in Crores)
Particulars 2012-13 2011-12
Income 130.92 135.78
Expenditure 117.30 116.38
Proft Before Tax 13.62 19.40
Provision for Taxation
 Current Tax 4.55 5.82
 Deferred Tax Charge (Credit) 1.44 0.31
Net Proft 7.63 13.27
Amount Brought Forward 108.82 105.71
Proft Available for Appropriation 116.45 118.98
Transfer to General Reserve 0.57 1.35
Proposed Dividend on Equity Shares 2.29 4.58
Corporate Dividend Tax 0.39 0.73
Transfer to Debenture Redemption Reserve 10.63 3.50
Surplus Carried Forward 102.57 108.82
Earnings Per Share  Basic (Rupees) 6.66 11.58
Earnings Per Share  Diluted (Rupees) 6.66 11.58
CONSOLIDATED FINANCIAL STATEMENTS
In terms of the General Circular No. 2/2011 dated 8th February, 2011
issued by the Ministry of Corporate Affairs, Government of India a
general exemption has been granted to the holding companies from
attaching with their balance sheet a copy of the balance sheet, proft
and loss account etc. of each of its subsidiaries subject to fulfllment
of certain conditions.
The Board of Directors of the Company has approved availing of the
beneft under the aforesaid circular. Accordingly, the members have been
circulated standalone Financial Statement of the Company for the
Financial Year 2012-13 alongwith Consolidated Financial Statement for
the Financial Year 2012-13.
DIVIDEND
The Board has recommended for approval of shareholders, a dividend of
20% (amounting to Rs. 2/- per Share) (Previous period dividend @ 40%)
for the Financial Year ended 31st March, 2013 to be paid on 1,14,58,303
Equity Shares of the Company aggregating a distribution of Rs. 2.29
Crores (Previous period year Rs. 4.58 Crores).
SUBSIDIARY COMPANIES
A. ARIA hOTELS AND CONSULTANCY SERVICES PRIVATE LIMITED (ARIA)
The upcoming J. W. Marriott Hotel at the Hospitality District near the
Indira Gandhi International Airport, New Delhi, being developed by
Aria, is expected to be operational shortly. The opening of the Hotel
has been delayed because of the additional security clearances required
from Bureau of Civil Aviation Security (BCAS) and Dy. Commissioner of
Police (Licensing), Delhi Police.
B. INOVOA hOTELS AND RESORTS LIMITED
M/s Inovoa Hotels and Resorts Limited (IHRL) presently owning and
operating The Clarion Hotel, EPIP Zone, Whitefeld, Bengaluru. The
Clarion Hotel, Bengaluru is a Contemporary Boutique Hotel. Post the
fnalization of Financial Statements of the Company for the year ended
31st March, 2013, the company has entered into Share Purchase Agreement
with M/s Fleur Hotels Pvt. Ltd. for sale of its entire investments in
IHRL at an Enterprise Value of Rs. 64 Crore. Thus, after the aforesaid
transaction, IHRL ceased to be subsidiary of the company. However, as
during the Financial Year 2012-13 IHRL was the subsidiary of the
company and accordingly the Consolidated Financial Statements of the
company for the fnancial year 2012-13 includes Financial Statements of
IHRL as well.
BORROWINGS / GUARANTEES
A. NON CONVERTIBLE DEBENTURES
On 25th June, 2010 the Company had issued 1000 Rated, Taxable, Secured,
redeemable, Non - Convertible Debentures (NCDs) of the face value of
Rs. 10 Lacs each, aggregating to Rs. 100 Crores, on private placement
basis to Kotak Mahindra Bank Limited. The Company had appointed M/s
IDBI Trusteeship Services Limited, Mumbai as the Debenture Trustee and
M/s Karvy Computershare Pvt. Ltd. as Registrar and Transfer Agents in
relation to the aforesaid NCDs. In terms of the issue of the aforesaid
NCDs, during the Financial Year 2012-13 your Company has redeemed NCDs
of the face value of Rs. 16 Crores. Total outstanding NCDs as on 31st
March, 2013 is Rs. 63.25 Crores, which shall be redeemed by the
Financial Year 2015-16 in unequal quarterly installments.
B. LOANS
(i) The Company had availed secured loan of Rs. 45 Crores from Kotak
Mahindra Bank Limited during Financial Year 2010-11. In accordance with
the terms and conditions of the aforesaid loan, during the Financial
Year 2012-13, the Company has partly repaid the above loan upto the
extent of Rs. 8 Crores. The outstanding loan as on June 30, 2013
amounts to Rs. 25.50 Crores which shall be repaid by the Financial Year
2015-16 in unequal quarterly installments.
(ii) During the year under review, the Company was Sanctioned
additional borrowing facilities aggregating to Rs. 40 Crores from the
Kotak Mahindra Bank Limited out of which Company has availed Rs. 33.85
Crores as on 31st March, 2013 repayable by way of 24 unequal quarterly
installments starting from September 2014.
C. GUARANTEES
(i) During the period under review, the Company granted Corporate
Guarantee(s) for import of Capital Goods under EPCG to customs
authorities / DGFT for and on behalf of:
- Aria Hotels and Consultancy Services Pvt. Ltd., Subsidiary of the
Company for an aggregate amount of Rs. 28.35 Crores as on 31st March,
2013.
- Inovoa Hotels and Resorts Limited (IHRL), Subsidiary of the Company
for replacement of Bank Guarantees furnished by IHRL for an aggregate
amount of Rs. 0.44 Crores (Previous Year Rs. Nil).
(ii) The Company also issued Corporate Guarantee aggregating to Rs.
37.50 Crores in favour of Kotak Mahindra Bank Ltd. for an on behalf of
Inovoa Hotels and Resorts Limited (IHRL), Subsidiary Company for
availing of loan by IHRL.
However, pursuant to sale of investment in IHRL the Guarantee(s) issued
on behalf of IHRL aggregating to Rs. 37.94 Crores are being released.
All the above borrowings are within the powers of the Board of
Directors of the Company approved by the shareholders of the Company.
FUTURE PROSPECTS
The Company is focusing at commencement of operations at Hotel J.W.
Marriott Hotel, New Delhi as well as retaining market share in highly
competitive Hotel market around Hyatt Regency, Mumbai.
ChANGE IN REGISTERED OFFICE OF ThE COMPANY
The company has shifted its registered offce from E-5, Clarion
Collection  The Qutab Hotel, Shaheed Jeet Singh Marg, New Delhi Â
110016 to E- Basement, Clarion Collection  The Qutab Hotel, Shaheed
Jeet Singh Marg, New Delhi  110016 with effect from 1st June, 2013.
AUDITORS
M/s. S. S. Kothari Mehta & Co. Chartered Accountants, the present
Auditors of the Company, retire at the forthcoming Annual General
Meeting and, being eligible, offer themselves for re-appointment. They
have certifed that their appointment, if made, will be in accordance
with the limits prescribed under Section 224(1B) of the Companies Act,
1956. The Audit Committee of the Board of Directors of the Company has
recommended their re-appointment.
INTERNAL AUDIT
M/s KSMN & Co., Chartered Accountants, the internal auditors of the
Company have conducted periodic audit of all operations of the Company.
The Audit Committee of the Board of Directors has reviewed the fndings
of Internal Auditors regularly and their reports have been well
received by the Audit Committee.
DIRECTORS
In accordance with the requirement of the Companies Act, 1956 and
pursuant to the Article 116 of the Articles of Association, two of your
Directors viz. Mr. Sunil Vasant Diwakar and Mr. Srikrishan Chhibber
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for reappointment.
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 any 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 period under review and of
the proft of the Company for that period;
 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;
The signifcant accounting policies followed by the Company and the
required disclosures are detailed in the Schedules to the annual
accounts.
The Audit Committee of the Board of Directors reviewed the fnancial
statements, prepared in accordance with revised Schedule VI of the
Companies Act, 1956 for the year under review at its meeting held on
28th May, 2013 and recommended the same for the approval of the Board
of Directors.
INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information required under 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, foreign exchange
earnings and outgo are to the extent possible, in the opinion of your
Directors, given in Annexure ÂA'' annexed hereto.
PERSONNEL
Your Directors wish to appreciate the dedicated efforts and hard work
of personnel at all levels that has made the existing results possible.
Information as per 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 ÂB''.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, a Report on Corporate Governance for the Financial Year
2012- 13 together with Auditor''s Certifcate on Corporate Governance is
appended to the Annual Report as Annexure ''C'' and ''D'' respectively.
ACKNOWLEDGEMENT
Your Directors would like to express its sincere appreciation and
gratitude to the Company''s valued customers, the Government of India,
State Governments, various Financial Institution(s) and Banks for their
continued support and confdence in the Company. The Board would also
like to place on record its deep sense of appreciation for the
continued confdence reposed in the Company by the Shareholders as well
as the sincere efforts put in by the executives and staff at all levels
for progress of the Company.
For and on behalf of the Board of
Asian hotels (West) Limited
Place : New Delhi Sushil Gupta
Dated : 23rd July, 2013 Chairman and Managing Director
Mar 31, 2012
The Directors have pleasure in presenting their 5th Annual Report and
Audited Accounts for the Financial Year ended on 31st March, 2012 (i.e.
for the period commencing from 1st April, 2011 to 31st March, 2012).
OBJECTS, OPERATIONS AND FINANCIAL RESULTS
A summarized position of the profits, taxation, dividend, pay-out and
transfer to reserves for the year under review, on standalone basis, is
given below:
(Rupees in Crores)
Particulars 2011-12 2010-11
Income 135.78 134.94
Expenditure 116.38 111.64
Profit Before Tax 19.40 23.30
Provision for Taxation
- Current Tax 5.82 7.02
- Deferred Tax Charge (Credit) 0.31 (0.64)
Net Profit 13.27 16.92
Amount Brought Forward 105.71 97.57
Profit Available for Appropriation 118.98 114.49
Transfer to General Reserve 1.35 1.75
Proposed Dividend on Equity Shares 4.58 4.58
Dividend on Non Convertible
Preference Shares - 0.01
Corporate Dividend Tax 0.73 0.75
Transfer to Debenture Redemption Reserve 3.50 1.69
Surplus Carried Forward 108.82 105.71
Earnings Per Share - Basic (Rupees) 11.58 14.83
Earnings Per Share - Diluted (Rupees) 11.58 14.75
CONSOLIDATED FINANCIAL STATEMENTS
In terms of the General Circular No. 2/2011 dated 8th February, 2011
issued by the Ministry of Corporate Affairs, Government of India a
general exemption has been granted to the holding Companies from
attaching with their balance sheet a copy of the balance sheet, profit
and loss account etc. of each of its subsidiaries subject to
fulfillment of certain conditions.
The Board of Directors of the Company has approved availing of the
benefit under the aforesaid circular. Accordingly, the members have
been circulated standalone Financial Statement of the Company for the
Financial Year 2011-12 alongwith Consolidated Financial Statement for
the Financial Year 2011-12.
DIVIDEND
The Board has recommended for approval of shareholders, a dividend of
40% (amounting to Rs. 4/-per Share) (Previous period dividend @ 40%)
for the Financial Year ended 31st March, 2012 to be paid on 1,14,58,303
Equity Shares of the Company aggregating a distribution of Rs. 4.58
Crores (Previous Year Rs. 4.58 Crores).
SUBSIDIARY COMPANIES
A. ARIA HOTELS AND CONSULTANCY SERVICES PRIVATE LIMITED (ARIA)
The upcoming J. W. Marriott Hotel at the Hospitality District near the
Indira Gandhi International Airport, New Delhi, being developed by
Aria, is expected to be operational in the month of September, 2012.
The management had reviewed the estimated project cost at approx. Rs.
754.86 Crores i.e. an increase of approx. Rs. 50.00 Crores from the
originally estimated cost of Rs. 704.86 Crores primarily due to adverse
Foreign exchange fluctuations, increase in steel & cement prices etc.
The said escalation in Project cost is proposed to be funded partly
through additional term loan and balance through deposit against
sub-licensing of commercial space at the aforesaid Hotel. The entire
funding for the Project has been tied up.
B. INOVOA HOTELS AND RESORTS LIMITED (IHRL)
M/s Inovoa Hotels and Resorts Limited became a Subsidiary of the
Company during the financial year under review. IHRL is presently
owning and operating The Clarion Hotel, EPIP Zone, Whitefield,
Bengaluru. The Clarion Hotel, Bengaluru is a Contemporary Boutique
Hotel.
SALE OF LAND AT PUNE, MAHARASHTRA
The Company had earlier acquired a land situated at Hinjewadi District,
Pune for construction of 4 star Hotel but in view of excess supply of
Hotel rooms in Pune and lower ARR levels at Pune, the Company do not
envisage opening of a new Hotel at the said land in near future and has
accordingly, executed a MOU for sale of said land at a total
consideration of Rs. 8.90 Crores.
BORROWINGS
A. NON CONVERTIBLE DEBENTURES
On 25th June, 2010 the Company had issued 1000 Rated, Taxable, Secured,
redeemable, Non - Convertible Debentures (NCDs) of the face value of
Rs. 10 Lacs each, aggregating to Rs. 100 Crores, on private placement
basis to Kotak Mahindra Bank Limited. The
Company has appointed M/s IDBI Trusteeship Services Limited, Mumbai as
the Debenture Trustee and M/s Karvy Computershare Pvt. Ltd. as
Registrar and Transfer Agents in relation to the aforesaid NCDs. In
terms of the issue of the aforesaid NCDs, during the Financial Year
2011-12 your Company has redeemed NCDs of the face value of Rs. 14
Crores. Total outstanding NCDs as on 30th June, 2012 is Rs. 75.25
Crores, which shall be redeemed by the Financial Year 2015-16 in
unequal quarterly installments.
B. LOANS
(i) The Company had availed secured loan of Rs. 45 Crores from Kotak
Mahindra Bank Limited during previous Financial Year. In accordance
with the terms and conditions of the aforesaid loan, during the
Financial Year 2011-12, the Company has partly repaid the above loan
upto the extent of Rs. 6 Crores. The outstanding loan as on June 30,
2012 amounts to Rs. 34 Crores which shall be repaid by the Financial
Year 2015-16 in unequal quarterly installments.
(ii) The Company had earlier availed Loan of Rs. 1 Crore from Kotak
Mahindra Prime Limited for purchase of cars for Hotel Hyatt Regency,
Mumbai.
C. GUARANTEES
(i) During the period under review, the Company granted Corporate
Guarantee(s) for import of Capital Goods under EPCG to customs
authorities / DGFT for and on behalf of:
- Aria Hotels and Consultancy Services Pvt. Ltd., Subsidiary of the
Company for an aggregate amount of Rs. 26.42 Crores as on 30th June,
2012.
- Inovoa Hotels and Resorts Limited (IHRL), Subsidiary of the Company
for replacement of Bank Guarantees furnished by IHRL for an aggregate
amount of Rs. 44.48 Crores (Previous Year Rs. Nil).
(ii) The Company also issued Corporate Guarantee aggregating to Rs.
37.50 Crores in favour of Kotak Mahindra Bank Ltd. for an on behalf of
Inovoa Hotels and Resorts Limited (IHRL), Subsidiary Company for
availing of loan by IHRL.
All the above borrowings are within the powers of the Board of
Directors of the Company approved by the shareholders of the Company.
FUTURE PROSPECTS
The Company is on the lookout for sites having growth potential and
your Directors are reasonably confident that it will result in
expanding our footprint and thereby enhancing the Shareholders'
value.
AUDITORS
M/s. S. S. Kothari Mehta & Co. Chartered Accountants, the present
Auditors of the Company, retire at the forthcoming Annual General
Meeting and, being eligible, offer themselves for re-appointment. They
have certified that their appointment, if made, will be in accordance
with the limits prescribed under Section 224(1B) of the Companies Act,
1956. The Audit Committee of the Board of Directors of the Company has
recommended their re-appointment.
INTERNAL AUDIT
M/s KSMN & Co., Chartered Accountants, the internal auditors of the
Company have conducted periodic audit of all operations of the Company.
The Audit Committee of the Board of Directors has reviewed the findings
of Internal Auditors regularly and their reports have been well
received by the Audit Committee.
DIRECTORS
During the period under review, Mr. Rajesh Adhikary was appointed as
the Alternate Director to Mr. Sunil Diwakar, Director of the Company
with effect from 10th August, 2011.
In accordance with the requirement of the Companies Act, 1956 and
pursuant to the Article 116 of the Articles of Association, two of your
Directors viz. Mr. Surendra Singh Bhandari and Mr. Raj Kumar Bhargava
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves 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 year ended 31st
March, 2012, the applicable Accounting Standards have been followed
along with proper explanation relating to any 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 annual
accounts.
The Audit Committee of the Board of Directors reviewed the financial
statements, prepared in accordance with revised Schedule VI of the
Companies Act, 1956 for the year under review at its meeting held on
3rd August, 2012 and recommended the same for the approval of the Board
of Directors.
INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information required under 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, foreign exchange
earnings and outgo are to the extent possible, in the opinion of your
Directors, given in Annexure 'A' annexed hereto.
PERSONNEL
Your Directors wish to appreciate the dedicated efforts and hard work
of personnel at all levels that has made the existing results possible.
Information as per 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
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, a Report on Corporate Governance for the Financial Year
2011-12 together with Auditor's Certificate on Corporate Governance
is appended to the Annual Report as Annexure 'C' and 'D' respectively.
ACKNOWLEDGEMENT
Your Directors would like to express its sincere appreciation and
gratitude to the Company's valued customers, the Government of India,
State Governments, various Financial Institution(s) and Banks for their
continued support and confidence in the Company. The Board would also
like to place on record its deep sense of appreciation for the
continued confidence reposed in the Company by the Shareholders as well
as the sincere efforts put in by the executives and staff at all levels
for progress of the Company.
For and on behalf of the Board of
Asian Hotels (West) Limited
Place : New Delhi Sushil Gupta
Dated : 3rd August, 2012 Chairman and Managing Director
DIN 00006165
Mar 31, 2011
The Directors have pleasure in presenting their 4th Annual Report and
Audited Accounts for the Financial Year ended on 31st March, 2011 (i.e.
for the period commencing from 1st April, 2010 to 31st March, 2011).
OBJECTS, OPERATIONS AND FINANCIAL RESULTS
The Current Financial Year of the Company was for a period of twelve
months and the Annual Accounts have been prepared for a period
commencing from 1 st April, 2010 to 31 st March, 2011. However, the
Financial Statements for Financial Year 2009-10 was for a period of
nine months commencing from 1st July, 2009 to 31st March, 2010
representing operations of Hotel Hyatt Regency, Mumbai for only 5
(five) months period commencing from 1st November, 2009 and ending on
31st March, 2010.
A summarized position of the profits, taxation, dividend, pay-out and
transfer to reserves for the year under review, on standalone basis, is
given below:
(Rupees in Crores)
Particulars 2010-11 2009-10*
(Twelve month period) (Nine month period)
Income 137.59 60.58
Expenditure 91.66 41.19
Profit Before Interest & Depreciation 45.93 19.39
Depreciation 10.23 4.25
Interest 12.40 -
Profit Before Tax 23.30 15.14
Provision for Taxation
- Current Tax 7.02 5.00
- Deferred Tax (0.64) 0.16
Net Profit 16.92 9.98
Amount Brought Forward 97.57 (0.77)
Transferred pursuant to Scheme of
Arrangement & Demerger - 93.39
Profit Available for Appropriation 114.49 102.60
Transfer to General Reserve 1.75 1.00
Proposed Dividend on Equity Shares 4.58 3.42
Dividend on Non Convertible Preference Shares 0.01 0.02
Proposed Dividend on Fully Convertible
Preference Shares - -
Corporate Dividend Tax 0.75 0.59
Transfer to Debenture Redemption Reserve 1.69 -
Surplus Carried Forward 105.71 97.57
Earning Per Share - Basic (Rupees) 14.83 15.67
Earnings Per Share - Diluted (Rupees) 14.75 -
* Financial Statements represents operations of Hotel Hyatt Regency,
Mumbai for only 5 (five) months period commencing from 1st November,
2009 and ending on 31st March, 2010.
SCHEME OF ARRANGEMENT AND DEMERGER
As the members are aware that pursuant to the Scheme of Arrangement and
Demerger (the Scheme) of trifurcation of Asian Hotels Limited (AHL)
approved by the Honble High Court of Delhi at New Delhi on 13th
January, 2010, Mumbai Undertaking of AHL comprising of Hotel Hyatt
Regency, Mumbai along with investments in Aria Hotels & Consultancy
Services Pvt. Ltd. was transferred to and vested in the Company during
the previous Financial Year.
During the period under review, as envisaged under the said Scheme, the
following activities were undertaken:
a. Inter-se transfer of amongst the promoters of erstwhile Asian
Hotels Limited, namely Gupta Group, Jatia Group and Saraf Group. After
the inter-se transfer only Gupta Group constitutes the Promoters of the
Company.
b. The Company had earlier re-issued 27,780 1% Fully Convertible
Preference Share (FCPS) of the face value of Rs. 10/- each at a premium
of Rs. 530/- each to Fineline Holdings Limited and UDT Enterprises Pty.
Ltd. credited as fully paid.
In terms of the Scheme, the aforesaid FCPS were to be converted into
the equity shares of the Company at any time, at the option of the
respective FCPS holder, during the period from 5th March, 2011 to 30th
April, 2011 and in the event any FCPS holder does not exercise the
option to convert the FCPS into equity shares during the aforesaid
period, the FCPS held by such FCPS holder would compulsorily get
converted into the equity shares of the Company on 30th April, 2011.
The said 27,780 FCPS were converted into 56,521 Equity Shares at the
conversion Price of Rs. 265.40 per share as calculated in terms
of the mechanism provided in the Scheme. Consequently, such conversion
resulted into issuance of 56,521 equity shares of Rs.10/- each credited
as fully paid-up. Consequent to the aforesaid issue and allotment, the
paid-up equity capital of the Company has increased from Rs.
11,40,17,820/- comprising of 1,14,01,782 equity shares of Rs.10/-each
to Rs. 11,45,83,030/- comprising of 1,14,58,303 equity shares of
Rs.10/- each with effect from 30th April, 2011. The Company has filed
application for listing of aforesaid 56,521 Equity Shares with the
Bombay Stock Exchange Limited and National Stock Exchange of India
Limited on 10th May, 2011.
With the aforesaid actions, all the procedural formalities
consequential to the Scheme of erstwhile Asian Hotels Limited have been
complied with.
CONSOLIDATED FINANCIAL STATEMENTS
In terms of the General Circular No. 2/2011 dated 8th February, 2011
issued by the Ministry of Corporate Affairs, Government of India a
general exemption has been granted to the holding companies from
attaching with their balance sheet a copy of the balance sheet, profit
and loss account etc. of each of its subsidiaries subject to
fulfillment of certain conditions.
The Board of Directors of the Company has approved availing of the
benefit under the aforesaid circular. Accordingly, the members have
been circulated standalone Financial Statement of the Company for the
Financial Year 2010-11 alongwith Consolidated Financial Statement for
the Financial Year 2010-11.
DIVIDEND
Your Directors have declared an interim dividend @ 1 % on pro-rata
basis on 1 % Cumulative Redeemable Non-Convertible Preference Shares
(NCPS) of the face value of Rs. 10/- each for the period 1st April,
2010 to 30th June, 2010 which has been paid to the NCPS holders. The
said NCPS has been redeemed by the Company on 30th June, 2010.
The Board has recommended for approval of shareholders, a dividend of
40% (amounting to Rs. 4.00 per Share) (Previous period dividend @ 30%)
for the Financial Year ended 31st March, 2011 to be paid on 1,14,58,303
Equity Shares of the Company (i.e. the enhanced Equity Share Capital of
the Company post conversion of 1% Fully Convertible Preference Shares
into the Equity Shares of the Company), aggregating a distribution of
Rs. 4.58 Crores (Previous period year Rs. 3.42 Crores).
SUBSIDIARY COMPANY
A. ARIA HOTELS AND CONSULTANCY SERVICES PRIVATE LIMITED
Aria Hotels and Consultancy Services Private Limited (Aria) was a
wholly owned Subsidiary of the Company during the previous financial
year. Aria is developing a 523 keys 5 star deluxe Hotel under the brand
name J. W. Marriott at the upcoming Hospitality District near the
Indira Gandhi International Airport, New Delhi which is expected to be
operational by April, 2012. The financing details of the Project are as
under:
Particulars Amount in
Rs. Crores Status
Equity Participation
- by Asian Hotels
(West) Limited 125.01 Already Infused
- by IL&FS Group
(to acquire 32.65%
stake in Aria) 80.00 Already infused
Project Loan 422.92 Already tied up with
consortium of Banks and
Financial institution of
which Rs. 101.50 crores
was availed as on 31 st
March 2011.
Lease Deposits 76.93 Under process of raising
Total Project Cost 704.86
During the period under review, Aria has issued 3,46,00,000 Equity
Shares of the face value of Rs. 10/- each at a premium of Rs. 16/- each
and 38,61,538 Compulsory Convertible Preference Shares of the face
value of Rs. 10/- each at a premium of Rs. 16/- each to the Company
aggregating to Rs. 100 Crores and 1,34,61,538 Equity of the face value
of Rs. 10/- each at a premium of Rs. 16/- each and 1,73,07,692
Compulsory Convertible Preference Shares of the face value of Rs. 10/-
each at a premium of Rs. 16/- each to IL&FS Group aggregating to Rs. 80
Crores, pursuant to which AHWL is presently the Holding Company of
Aria.
B. INOVOA HOTELS AND RESORTS LIMITED
During the period under review, the Board of Directors of the Company
approved acquisition of controlling stake in M/s Inovoa Hotels and
Resorts Limited (IHRL).
IHRL is presently owning and operating The Clarion Hotel, EPIP Zone,
Whitefield, Bengaluru. The Clarion Hotel, Bengaluru is a 130 room
Contemporary Boutique Hotel constructed on land admeasuring 34,450 sq.
ft. with a total built up area of approx. 120,000 sq.ft.
The Company has accordingly acquired 30.18% of the paid up Equity
Capital of IHRL till 31st March, 2011 pursuant to which IHRL become the
Associate of the Company in terms of Accounting Standard 23 issued by
the Institute of Chartered Accountants of India. After the Balance
Sheet date, the Company has further acquired stake in IHRL aggregating
the holding of the Company in IHRL to 50.49% of the paid up equity
capital of the Company, pursuant to which, IHRL has become Subsidiary
of the Company.
Your Directors believe that the said acquisition has brought an
additional running Hotel under the umbrella of the Company. BORROWINGS
A. NON CONVERTIBLE DEBENTURES
During the period under review, the Company has issued 1000 Rated,
Taxable, Secured, redeemable, Non - Convertible Debentures
(NCDs) of the face value of Rs. 10 Lacs each, aggregating to Rs. 100
Crores, on private placement basis to Kotak Mahindra Bank Limited on
25th June, 2010.The NCDs were listed on the Whole-sale Debt Market at
the National Stock Exchange of India Limited (NSE) w.e.f. 8th July,
2010. The Company has appointed M/s IDBI Trusteeship Services Limited,
Mumbai as the Debenture Trustee and M/s Karvy Computershare Pvt. Ltd.
as Registrar and Transfer Agents in relation to the aforesaid NCDs.
During the period under review, in terms of the issue of the aforesaid
NCDs, your Company has redeemed NCDs of the face value of Rs. 6.75
Crores. Total outstanding NCDs as on 31st March, 2011 is Rs. 93.25
Crores.
B. LOANS
(i) During the Financial Year 2010-11, the Company has availed secured
loan of Rs. 45 Crores from Kotak Mahindra Bank Limited. In accordance
with the terms and conditions of the aforesaid loan, the Company has
already partly repaid the above loan upto the extent of Rs. Rs. 3.00
Crores. As on 31st March, 2011 the outstanding loan amounts to Rs.
42.00 Crores.
(ii) Loan of Rs. 1 Crore from Kotak Mahindra Prime Limited for purchase
of cars for Hotel Hyatt Regency, Mumbai.
All the above Borrowings are within the Borrowing powers of the Board
of Directors of the Company approved by the shareholders of the
Company.
FUTURE PROSPECTS
The Company is on the lookout for sites having growth potential and
your Directors are reasonably confident that it will result in
expanding our footprint and thereby enhancing the Shareholders value.
In addition the Company is also exploring the possibility of entering
into mid market segment hotels to achieve sustainable and balanced
profitable growth.
AUDITORS
M/s. S. S. Kothari Mehta & Co. Chartered Accountants, the present
Auditors of the Company, retire at the forthcoming Annual General
Meeting and, being eligible, offer themselves for re-appointment. They
have certified that their appointment, if made, will be in accordance
with the limits prescribed under Section 224(1B) of the Companies Act,
1956. The Audit Committee of the Company has recommended their
re-appointment.
INTERNAL AUDIT
M/s KSMN & Co., Chartered Accountants, the internal auditors of the
Company have conducted periodic audit of all operations of the Company.
The Audit Committee of the Board of Directors has reviewed the findings
of Internal Auditors regularly and their reports have been well
received by the Audit Committee.
DIRECTORS
During the period under review, Mr. Rajesh Adhikary was appointed as
the Alternate Director to Mr. Sunil Diwakar, Director of the Company
with effect from 11th February, 2011. Mr. Adhikari ceased to be
Alternate Director to Mr. Sunil Diwakar w.e.f. 30th May, 2011.
In accordance with the requirement of the Companies Act, 1956 and
pursuant to the Article 116 of the Articles of Association, two of your
Directors viz. Mr. S. K. Chhibber 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, 2011, the applicable Accounting Standards have been followed
along with proper explanation relating to any 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 annual
accounts.
INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information required under 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, foreign exchange
earnings and outgo are to the extent possible, in the opinion of your
Directors, given in Annexure A annexed hereto.
PERSONNEL
Your Directors wish to appreciate the dedicated efforts and hard work
of personnel at all levels that has made the existing results possible.
Information as per 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 annexed hereto.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, a Report on Corporate Governance for the Financial Year
2010-11 together with Auditors Certificate on Corporate Governance is
appended to the Annual 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
India as a destination has become far more attractive to foreign
tourists as evidenced by the fact that as per a report published by the
World Travel and Tourism Council, India stood 18th as far as business
travel was concerned and it featured alongside the top 5 most visited
destinations in 2010.
According to a study conducted by the World Travel and Tourism Council
the hospitality industry in India is all set to grow at a steady rate
of 15 percent per annum. However the growth rate will shoot up in the
next few years considering the number of rooms required by both luxury
and budget hotels. Indian Hotel Industry is adding about 60,000 quality
rooms, currently in different stages of planning and development and
should be ready in next two to three years. With the GDP growth of
8-9%, the demand for the hotel rooms is also increasing in the same
pace, if not more. The hotel Companies are expected to do well
accordingly.
Dwelling perfectly on the principle of ATITHI DEVO BHAVA (GUEST IS
GOD) the Hotels in India are just the apt concoction of luxury,
humility and unparallel hospitality. The hotels in India are known for
offering the best of products and services at absolutely pocket
friendly rates.
Opportunities, Threats, Risks and Concerns
India has the potential to cater to the varying interests of the
globetrotter whether it be in the form of centers of spirituality,
adventure sports or world renowned heritage sites. Hotel business in
general is sensitive to fluctuations in the economy and may be
unfavorably affected by changes in global and domestic economies,
changes in local market situations, government policies and
fluctuations in interest and foreign exchange rates and other natural
and social factors.
However the following factors may be a cause of concern and pose a road
block in Indias tourism industry achieving its true potential:
1. Internal Security, Law & Order situations and political stability.
2. Regional security threats.
3. Public health and Hygiene.
4. Government policies and Economic Conditions.
5. Competition
6. Operational Hazards, Industrial Accidents and public liabilities.
7. Frauds and pilferages.
8. High Operating Leverage
Review of Operational and Financial Performance
The Company has achieved an aggregate turnover of Rs. 137.59 Crores
(Previous period Rs. 60.58 Crores) for the financial year ended on 31st
March, 2011. Profit after taxes for the year under review was Rs. 16.92
Crores (Previous period Rs. 9.98 Crores).
Segment wise Performance
During the period under review, the Company is engaged in only one
segment of Hotel Business at Mumbai, hence segment wise performance is
not applicable.
Internal Control Systems and their Adequacy
The Company has standard operating procedures. 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. The internal auditors of the Company
had regularly conducted exhaustive internal audits pertaining to all
operational areas and their reports were placed before the Audit
Committee for its review and recommendations.
Human Resources and Industrial Relations
Smooth Industrial Relations and effective Human Resource Management are
the key factors contributing towards success in the industry. As our
company is part of the hospitality industry the importance of efficient
and motivated human resources helps in achieving complete customer
satisfaction, which in turn has direct impact on the brand image and
turnover of the company. The Company enjoys harmonious relationship
with its employees. The employee strength of the Company, as on 31st
March, 2011 was 678.
ACKNOWLEDGEMENT
Your Directors would like to express its sincere appreciation and
gratitude to the Companys valued customers, the Government of India,
State Governments, various Financial Institution(s) and Banks for their
continued support and confidence in the Company. The Board would also
like to place on record its deep sense of appreciation for the
continued confidence reposed in the Company by the Shareholders as well
as the sincere efforts put in by the executives and staff at all levels
for progress of the Company.
For and on behalf of the Board
For Asian Hotels (West) Limited
Sushil Gupta
Chairman and Managing Director
Place : New Delhi
Date : 30th May, 2011
Mar 31, 2010
The Directors have pleasure in presenting their 3rd Annual Report and
Audited Accounts for the Financial Year ended on 31st March 2010 (from
1st July, 2009 to 31st March, 2010).
OBJECTS, OPERATIONS AND FINANCIAL RESULTS
The Current Financial Year of the Company was for a period of nine
months and accordingly, the Annual Accounts have been prepared for a
period of nine months ended on 31st March, 2010. (i.e. from 1st July,
2009 to 31st March, 2010). However, the Financial Statements for
Financial Year 2009-10 represents operations of Hotel Hyatt Regency,
Mumbai for only 5 (five) months period commencing from 1st November,
2009 and ending on 31st March, 2010.
A summarized position of the profits, taxation, dividend, pay-out and
transfer to reserves for the year under review is given below:
(Rupees in crores)
PARTICULARS 2009-10*# 2008-09#
(Nine month period) (Fifteen month period)
Income 60.58 0.00
Expenditure 41.19 0.76
Profit Before Interest &
Depreciation 19.39 (0.76)
Depreciation 4.25 -
Interest - -
Profit Before Tax 15.14 (0.76)
Provision for Taxation
- Current Tax 5.00 -
- Deferred Tax 0.16 -
Net Profit 9.98 (0.76)
Amount Brought Forward (0.77) (0.01)
Transferred pursuant to Scheme of
Arrangement & Demerger 93.39 -
Profit Available for
Appropriation 102.60 (0.77)
Transfer to General Reserve 1.00 -
Proposed Dividend on Equity
Shares 3.42 -
Proposed Dividend on Non Convertible
Preference Shares 0.02 -
Proposed Dividend on Fully Convertible
Preference Shares 0.00 -
Corporate Dividend Tax 0.59 -
Surplus Carried Forward 97.57 (0.77)
Earning Per Share - Diluted & Basic
(Rupees) 15.67 (151.30)
* Financial Statements represents operations of Hotel Hyatt Regency,
Mumbai for only 5 (five) months period commencing from 1st November,
2009 and ending on 31st March, 2010.
# Pursuant to Scheme of Arrangement and Demerger of erstwhile Asian
Hotels Limited (Transferor Company) and its Shareholders and Creditors;
Chillwinds Hotels Limited (Transferee Company-I/Asian Hotels (West)
Limited) and its Shareholders; and Vardhman Hotels Limited (Transferee
Company-ll) and its Shareholders (the Scheme) becoming effective, the
Mumbai undertaking of Transferor Company stand demerged and vested in
the Company from the close of 31 st October, 2009 being the appointed
date. Thus the figures for the Financial Year 2009-10 are not
comparable to those of the Financial Year 2008-09.
SCHEME OF ARRANGEMENT AND DEMERGER
During the period under review, the Scheme of Arrangement and Demerger
between erstwhile Asian Hotels Limited (Transferor Company) and its
Shareholders and Creditors; Chillwinds Hotels Limited (Transferee
Company-I) and its Shareholders; and Vardhman Hotels Limited
(Transferee Company-ll) and its Shareholders (the Scheme) was approved
by the Honble High Court of Delhi at New Delhi vide Order dated 13th
January, 2010.
The Scheme became effective on 11th February, 2010 i.e. the date of
filing of the Order of Honble High Court with the office of the
Registrar of Companies, NCT of Delhi and Haryana w.e.f the close of
31st October, 2009, being the Appointed Date.
Pursuant to effectiveness of the Scheme, the following actions,
interalia, came into effect/were undertaken by the Company:
i) Demerger and vesting of the Mumbai Undertaking of erstwhile Asian
Hotels Limited (Transferor Company) consisting of Hotel Hyatt Regency,
Mumbai and investments in the shares of Aria Hotels and Consultancy
Services Pvt. Ltd. in Chillwinds Hotels Limited (Transferee Company I).
ii) Change of name of the Company from Chillwinds Hotels Limited
(Transferee Company I) to Asian Hotels (West) Limited w.e.f. 12th
February, 2010
iii) Issuance and allotment of 1,14,01,782 equity shares of Rs. 10/-
each (fully paid up) to the equity shareholders of erstwhile Asian
Hotels Limited.
The paid- up Equity Share Capital of erstwhile Asian Hotels Limited
(Transferor Company) before Demerger was Rs.22,80,35,640/-. Upon the
effectiveness of the Scheme, the paid-up Equity Share Capital was
deemed to have increased to Rs. 34,20,53,460/- after appropriation of
general reserves to the extent of Rs. 11,40,17,820/-. The deemed
increased paid up equity capital of the Transferor Company was equally
allocated to
the Asian Hotels (North) Limited (AHL Residual undertaking), Chillwinds
Hotels Limited (Transferee Company-I/Asian Hotels (West) Limited) and
Vardhman Hotels Limited (Transferee Company -11/ Asian Hotels (East)
Limited). Therefore the paid up equity share Capital of the Company
increased to Rs. 11,40,17,820/- w.e.f. the Appointed Date.
iv) Cancellation of original issued and Paid-up equity share capital
i.e. 50,000 Equity Shares of Rs. 10/- each held by erstwhile Asian
Hotels Limited in the Company.
v) Reissued 49,00,000 Non-Convertible Redeemable Preference Shares
(NCPS) of face value of Rs.10/- each at a premium of Rs. 80/- each to
Infrastructure Development Finance Company Limited (IDFC) and 50,000
NCPS of face value of Rs.10/- each at a premium of Rs. 80/- each to
Magus Estates and Hotels Limited (MAGUS) credited as fully paid up
w.e.f. the Appointed Date.
As per the terms of issue, the aforesaid NCPS were redeemed by the
Company on 30th June, 2010.
vi) Reissued 18,520 Fully-Convertible Redeemable Preference Shares
(FCPS) of face value of Rs.10/- each at a premium of Rs. 530/- each to
Fineline Holdings Limited, Mauritius and 9,260 FCPS of face value of
Rs.10/- each at a premium of Rs. 530/- each to UDT Enterprises Pty.
Ltd. Australia credited as fully paid up w.e.f. the Appointed Date.
The aforesaid FCPS shall be convertible, in one or more tranches, into
equity shares of face value of Rs. 10/- each of the Company, at a
conversion price calculated in accordance with SEBI Guidelines, at any
time during the period commencing 4th March, 2011 & ending 30th April,
2011 as may be decided by respective subscribers. In the event any
Subscriber does not exercise its option within the time limits
prescribed above, the FCPS held by such the subscriber would
compulsorily get converted into equity shares on 30th April, 2010.
LISTING OF EQUITY SHARES OF THE COMPANY
During the period under review, the Company executed Listing Agreement
with the Bombay Stock Exchange Limited (BSE) and the National Stock
Exchange of India Limited (NSE) and the Equity Shares of the Company
have been listed for trading at BSE and NSE on 5th August, 2010.
CHANGE OF REGISTERED OFFICE OF THE COMPANY
During the period under review, the Registered Office of the Company
was shifted from D-4, Clarion Collection - The Qutab Hotel, Shaheed
Jeet Singh Marg, New Delhi 110016 to E-5, Clarion Collection - The
Qutab Hotel, Shaheed Jeet Singh Marg, New Delhi 110016
DIVIDEND
Your Directors are pleased to inform that interim dividend on 1%
Cumulative Redeemable Non-Convertible Preference Shares (NCPS) of the
face value of Rs. 10/- each has been paid for the period under review.
The Board has recommended for approval of shareholders, a dividend of
30% on the equity shares of the Company, aggregating a distribution of
Rs. 3.42 Crores for the Financial Year ended 31st March, 2010 and
dividend on 1% Cumulative Redeemable Fully-Convertible Preference
Shares (FCPS) of the face value of Rs. 10/- each.
SUBSIDIARY COMPANY
As stated above, upon the effectiveness of the Scheme, Aria Hotels and
Consultancy Services Private Limited (Aria) became the Subsidiary of
the Company.
Aria, is developing a 500+ rooms 5 Star Deluxe Hotel under the Brand
J.W. Marriott, at Delhi Aerocity near the Indira Gandhi International
Airport at New Delhi which is expected to be operational by 2nd Quarter
of year 2012. The total cost of the project is envisaged at approx Rs.
700 crores and the entire funding for the project has been tied up and
the Directors are pleased to inform that IL&FS Group has entered into
Agreement for taking 32.65% equity stake in Aria for a consideration of
Rs. 80 Crores.
As required under Section 212 of the Companies Act, 1956, the audited
Annual Accounts along with the Auditors Report and Directors Report
thereon for the year ended 31st March, 2010 of the Aria Hotels and
Consultancy Services Private Limited are annexed to the Annual Report.
FOREIGN EXCHANGE RECEIPTS
The Companys earnings in the foreign exchange for the Financial Year
ending 31st March, 2010 was Rs. 34.83 Crores.
FUTURE PROSPECTS
The Company is on the look out for sites having growth potential and
your Directors are reasonably confident that the restructuring of the
Company will result in expanding our footprint and thereby enhancing
the Shareholders value.
In addition the Company is also exploring the possibility of entering
into mid market segment hotels to achieve sustainable and balanced
profitable growth.
AUDITORS
M/s. S. S. Kothari Mehta & Co. Chartered Accountants, the present
Auditors of the Company, retire at the forthcoming Annual General
Meeting and, being eligible, offer themselves for re-appointment. They
have certified that their appointment, if made, will be in accordance
with the limits prescribed under Section 224(1 B) of the Companies Act,
1956. The Audit Committee of the Board of Directors of the Company has
recommended their re-appointment.
INTERNAL AUDIT
Prior to the effectiveness of the Scheme, M/s. S.S. Kothari Mehta &
Co., Chartered Accountants, were undertaking the internal audit of
Hotel Hyatt Regency, Mumbai. However after the effectiveness of the
Scheme, M/s S. S. Kothari Mehta & Co., being also the Statutory
Auditors of the Company, resigned from the office of Internal Auditors
and the assignment was handed over to M/s KSMN & Co., Chartered
Accountants who have conducted periodic audit of all operations of the
Company. The Audit Committee of the Board of Directors has reviewed the
findings of Internal Auditors regularly and their reports have been
well received by the Audit Committee.
DIRECTORS
Mr. Sushil Gupta has been appointed as Managing Director for a period
of five years with effect from 1 st November, 2009 subject to the
approval of the Shareholders at the ensuing Annual General Meeting. Mr.
Sudhir Gupta & Mr. Sandeep Gupta have been appointed as Executive
(Whole-time) Directors of the Company for a period of five years with
effect from 10th May, 2010 subject to shareholders approval in ensuing
Anuual General Meeting.
During the period under review, Mr. Shiv Kumar Jatia and Mr. Umesh
Saraf resigned from the Directorship of the Company w.e.f. 11th
February, 2010. The Board placed on records its appreciation of the
valuable services rendered by them to the Company.
Mr. Sunil Diwakar was appointed as an Additional Director on 10th
August, 2010 who shall hold office up to the date of the ensuing Annual
General Meeting. The Company has received notice under section 257 of
the Act proposing his candidature for the office of the Director.
In accordance with the requirement of the Companies Act, 1956 and
pursuant to the Article 116 of the Articles of Association, one of your
Directors viz. Mr. R. K. Bhargava retire by rotation at the ensuing
Annual General Meeting and being eligible, offer himself for
reappointment.
SECRETARY
During the period under review, pursuant to Section 383A of the
Companies Act, 1956 Mr. Girdhari Lai Bagaria was appointed as Company
Secretary w.e.f. 26th November, 2009. Mr. Bagaria resigned from the
post of Company Secretary of the Company w.e.f. 12th February, 2010 and
Mr. Nikhil Sethi was appointed as Company Secretary cum Compliance
Officer of the Company w.e.f. 15th February, 2010.
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 31 st
March, 2010, the applicable Accounting Standards have been followed
along with proper explanation relating to any 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 annual
accounts.
The Audit Committee of the Board of Directors reviewed the financial
statements for the year under review at its meeting held on 21st May,
2010 and recommended the same for the approval of the Board of
Directors.
INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
Information required under 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, foreign exchange
earnings and outgo are to the extent possible, in the opinion of your
Directors, given in Annexure A annexed hereto.
PERSONNEL
Your Directors wish to appreciate the dedicated efforts and hard work
of personnel at all levels that has made the existing results possible.
Information as per 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.
DEBENTURE ISSUE
During the period under review, the Company has issued 1000 Rated,
Taxable, Secured, Redeemable, Non - Convertible Debentures (NCDs) of
the face value of Rs. 10 Lacs each, aggregating to Rs. 100 Crores, on
private placement basis to Kotak Mahindra Bank Limited on 25th June,
2010. The NCDs were listed on the Whole-sale Debt Market at the
National Stock Exchange of India Limited (NSE) w.e.f. 8th July, 2010.
The Company has appointed M/s IDBI Trusteeship Services Limited, Mumbai
as the Debenture Trustee and M/s Karvy Computershare Pvt. Ltd. as
Registrar and Transfer Agents in relation to the aforesaid NCDs.
ACQUISITION OF LAND AT PUNE
During the period under review, the Company has acquired immovable
property / land, approved for construction of a Hotel, admeasuring
approx. 4600 Sq. Mtrs at Pune, Maharashtra at a consideration of
Rs.7.43 Crores from M/s Inovoa Hotels & Resorts Limited.
EXEMPTION FROM DISCLOSING QUANTITY WISE DETAILS
As the turnover of the Company is in respect of Food and Beverages, it
is not possible to give quantity-wise details of the turnover. Vide
order No. 46/171/2010-CL-III dated 28th June, 2010 issued by the
Ministry of Corporate Affairs, the Company has been exempted from
giving these particulars for the year ending on 31st March, 2010; 31st
March, 2011 and 31st March, 2012 subject to certain disclosures.
CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, a Report on Corporate Governance together with Auditors
Certificate on Corporate Governance is appended to the Annual Report as
Annexure C and D respectively.
ACKNOWLEDGEMENT
Your Directors would like to express its sincere appreciation and
gratitude to the Companys valued customers, the Government of India,
Government of Delhi & Maharashtra, various Financial Institution(s) and
Banks for their continued support and confidence in the Company.
The Board would also like to place on record its deep sense of
appreciation for the continued confidence reposed in the Company by the
Shareholders as well as the sincere efforts put in by the executives
and staff at all levels for progress of the Company.
For and on behalf of the Board of
Asian Hotels (West)Limited
Place :New Delhi Sushil Gupta
Dated :10th August,2010 Chairman and Managing Director
Jun 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
tInterest 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
tSubsequent 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, 1955 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