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Directors Report of EIH Associated Hotels Ltd.

Mar 31, 2015

The Board presents the Thirty-second Annual Report together with the Audited Statement of Accounts and the Auditor's Report in respect of the year ended 31st March, 2015.

Financial Highlights

The financial highlights are set out below:

Rupees in Million

2014-2015 2013-2014

Total Revenue 2315.35 2163.79

Earnings Before Interest, Depreciation, Taxes and 677.75 627.63

Amortisations (EBIDTA)

Interest and Finance Charges 88.56 111.29

Depreciation 189.58 134.04

Profit before Tax 399.61 382.30

Tax including Deferred Tax 152.34 146.69

Profit After Tax 247.27 235.61

Balance brought forward 116.01 22.34

Carrying amount of Fixed Assets where 88.24 - remaining useful life as on 01.04.2014 is Nil

Dividend on Equity Shares 91.40 91.40

Dividend Distribution Tax 18.61 15.54

Transfer to General Reserve 25.00 35.00

Balance carried forward 140.03 116.01

Directors' Responsibility Statement

In accordance with the provisions of section 134(5) of the Companies Act, 2013 ("the Act") and, based upon representations from the Management, the Board states that:

a) in preparing the annual accounts, applicable accounting standards have been followed and there are no material departures;

b) the Directors have selected accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year;

c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the annual accounts of the Company on a "going concern" basis;

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

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

Performance

The annexed Management Discussion and Analysis forms a part of this report and covers, inter alia the performance of the Company during the financial year 2014-2015 as well as the future outlook.

In accordance with Clause 49 of the Listing Agreement with the Stock Exchanges, the Report on Corporate Governance along with the auditor's certificate is also annexed herewith.

Dividend

The Board recommends a dividend of Rs. 3.00 per equity share of Rs. 10.00 each in respect of the financial year 2014-2015. The dividend, if approved at the forthcoming Annual General Meeting, will be paid on 8th August, 2015 to shareholders whose names appear on the register of shareholders at the close of business on 23 rd July, 2015. As per the Income Tax Act, 1961, the tax on the dividend will be borne by the Company.

Directors

The tenure of Mr. Vikram Oberoi, Managing Director, expires at close of business on 22nd June, 2015. The Board recommends renewal of his appointment, as Managing Director, for a further period of five years effective 23rd June, 2015. Mr. Vikram oberoi will not receive any remuneration. The re-appointment requires the approval of the shareholders for which a Resolution has been included in the Notice convening the Annual General Meeting.

Mr. S.S. Mukherji retires by rotation at the forthcoming thirty-second Annual General Meeting. He is eligible for re-appointment. the Directors recommend re-appointment of Mr. Mukherji as a Director on the Board. the particulars of the Director are given in the Annexure to the Notice convening the Meeting.

Mr. Rajan Raheja, a Non-Executive Non-Independent Director resigned from the Board, effective 28th April, 2015. the Board of Directors wish to place on record its deep appreciation of the valuable contributions made by Mr. Raheja during his tenure of directorship in the Company.

Mr. Akshay Raheja has been appointed as a Non-executive Non-Independent Director on the Company's Board, effective 28th May, 2015.

Ms. Radhika Vijay Haribhakti was appointed by the Board as an Additional Director on 8th August, 2014. Pursuant to sections 149 and 152 read with schedule IV of the Companies Act, 2013 and Clause 49II(B)(3) of the Listing Agreement, Ms. Haribhakti was proposed to be appointed as an Independent Director for a term of five years subject to approval of the shareholders by means of postal ballot. Ms. Radhika Vijay Haribhakti's appointment was confirmed by the shareholders by passing a resolution by way of postal ballot on 22nd May, 2015.

Mr. Anil Nehru, Mr. L. Ganesh, Mr. Sudipto Sarkar and Mr. Rajesh Kapadia were appointed as Independent Directors for a term comprising of five consecutive years by the shareholders at the Annual General Meeting held on 8th August, 2014.

The Board was of the opinion that the aforesaid Directors meet the criteria of independence under sub-section (6) of Section 149 of the Act. They have also confirmed that they would give a declaration of independence as required under sub-section (7) of section 149 of the Companies Act, 2013 at the first meeting of the Board held in every financial year.

Key Managerial Personnel

Mr. Samidh Das was appointed as the Chief Financial officer of the Company with effect from 1st December, 2014.

Corporate Social Responsibility

In accordance with section 135 read with Companies (Corporate social Responsibility Policy) Rules, 2014, the Company has formulated a Corporate social Responsibility Policy.

The details of the Policy and the Annual Report on Corporate social Responsibility activities on or after 1st April, 2014 are given in the attached Annexure 1 which forms part of this report. The Annexure also gives the composition of the CSR Committee. The policy can be accessed on the Company's website www.eihassociatedhotels.in

The Company's hotels have also undertaken a number of other CSR initiatives.

The Oberoi Rajvilas, Jaipur extends assistance to "With Care" programmes for the under privileged sections of society. The hotel also supports sos Children's Village at Jaipur and Mother Teresa Foundation. staff from the hotel visited schools in nearby villages to spread awareness of environmental conservation, hygiene and wellness.

The Oberoi Cecil, Shimla extends its support to Sarvodaya Bal Ashram for orphaned children in Shimla. On 15th August 2014, the hotel organised an annual blood donation camp for the local blood bank. The World Environment Day was commemorated by observing Environment Week to create awareness about global warming, pollution and ecological balance.

Trident Hotels in Agra and Udaipur extend assistance to local chapters of Mother Teresa's Missionaries of Charity.

Trident Jaipur supports Bhavani Child Development Centre, a school for dyslexic children. The school is involved in providing intensive early intervention for children showing signs of developmental delay and exposed to the risk of learning disability. Trident Jaipur also conducted 'Hunar Se Rozgar Tak' training scheme ("HsRT") which is a Government of India initiative to promote skill development in hospitality trade courses. students were imparted training on different operational departments of the hotel.

Audit Committee

The Composition of the Audit Committee is as under:

* Mr. Anil Nehru - Independent Director & Chairperson

* Mr. L.Ganesh - Independent Director & Member

* Mr. Rajesh Kapadia - Independent Director & Member

* Mr. Sudipto Sarkar - Independent Director & Member

* Mr. Rajan Raheja - Non-executive Non-Independent Director & Member [resigned from Directorship w.e.f. 28th April, 2015]

For other details relating to Audit Committee, please refer page 42

Company's Policy on Directors' Appointment and Remuneration and Senior Management Appointment and Remuneration.

In accordance with Section 178 of the Act read with clause 49 IV of the Listing Agreement, the Company's Nomination and Remuneration Committee has formulated a policy on Directors' Appointment and Remuneration and senior Management Personnel Appointment and Remuneration. The policies are enclosed as Annexures 2 and 3 and form part of this report.

Energy Conservation Measures

Energy conservation measures continue to be a focus area for the Company. Measures taken during the year include:

* replacement of incandescent, halogen and CFL lamps with energy efficient LED lamps

* replacement of reciprocating chillers with energy efficient screw chillers

* installation of variable frequency drives in exhaust fans and chilled water pumps

* installation of dimmers to reduce energy for lighting

* installation of occupancy sensors at the rear end of house areas and

* installation of digital timers on exhaust fans.

Besides these, various operational measures were taken to reduce energy consumption such as operation control on timing of lighting and other equipment, especially in off-season and timely preventive maintenance of equipment to enhance their efficiency.

Actions planned for next year include:

* replacement of old elevator machinery with energy efficient machinery

* installation of variable frequency drives for Air Handling Units (AHU)

* continued replacement of halogen and CFL lamps with energy efficient LED lamps.

operational measures at hotels driven by focussed energy conservation committees continue to closely monitor and control energy consumption.

Foreign Exchange Earnings and Outgo

During the financial year 2014-2015, the foreign exchange earnings of the Company amounted to Rs. 1,233.40 million as against Rs. 1,088.33 million in the previous year. The expenditure in foreign exchange during the financial year was Rs. 24.36 million as compared to Rs. 24.45 million in the previous year.

Auditors

The auditors of the Company, Messrs. Ray and Ray, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. Confirmation has been received from the auditors that if reappointed, their appointment will be within the prescribed limits. The Directors recommend the re-appointment of the auditors of the Company for the financial year 2015-16.

Secretarial Auditor

In accordance with section 204 of the Companies Act, 2013, the Company had appointed JUS & Associates as secretarial Auditors for the financial year ended 31st March, 2015. The Secretarial Auditor's report is annexed as Annexure 4.

Contracts or Arrangements

The contracts or arrangements or transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on arm's length basis. During the year, the Company had not entered into any contract or arrangement or transaction with related parties which could be considered material in accordance with the policy of the Company on related party transactions. The policy on Related Party Transactions as approved by the Board may be accessed on the Company's website www.eihassociatedhotels.in

The related party transactions are as set out in Note 39 to the Financial statements.

Extract of Annual Return

The Extract of Annual Return for the financial year ended 31st March, 2015 in Form MGT-9 is annexed as Annexure 5.

Loan, Guarantees or Investments

During the year 2014-2015, the Company has not given any loan or made any investment or provided any guarantee in terms of section 185/186 of the Companies Act. 2013.

Deposits

During the year, the company has not accepted any deposits.

Vigil Mechanism

In accordance with section 177(9) of the Act read with clause 49 (II)(F) of the Listing Agreement, Company has formulated a Whistle Blower Policy for its Directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's fundamental code of conduct and the The Oberoi Dharma. The policy provides for protected disclosures which can be made by a whistle blower through e-mail or a letter to the Whistle officer or to the Chairperson of the Audit Committee. the Whistle Blower Policy may be accessed on the Company's website www.eihassociatedhotels.in. During the year ended 31st March, 2015, no complaints were received.

Board Meetings

During the year, the Company held five Board Meetings on 29th May, 2014, 8th August, 2014, 31st october, 2014, 29th January, 2015 and 25th March, 2015 respectively.

Subsidiaries, Associates and Joint Ventures

the Company has no subsidiary, associate and Joint Venture.

Directors/ Key Managerial Personnel ("KMP") Remuneration

All the Directors of the Company are Non-executive Directors, except Mr. Vikram oberoi, who is the Managing Director. Mr. Vikram oberoi does not draw any remuneration from the Company.

a) The percentage increase in remuneration of each director, CFO, CEO, CS or Manager, if any, in the financial year:

S. Name Total Total Percentage No Remuneration Remuneration Increase 2014-15 2013-14 (Rs. Million) (Rs. Million)

1. Chief Financial officer 1.51* Nil N.A.

2. Company secretary 2.29 2.19 4.72

* The Chief Financial Officer was appointed w.e.f. 1st December, 2014.

b) The number of permanent employees on the rolls of the Company as at the end of the Financial Year 2014-2015 is 723;

c) The average increase in remuneration of the employees in the Financial Year 2014-15 over 2013-14 is 5.80%.

d) The remuneration of KMPs are considered as per the common remuneration policy followed for other senior executives. Increase in remuneration is sanctioned by the Management based on the Company performance and individual performance. Performance of the Company is given in page 1 of the Directors' Report as well as in Management Discussion and Analysis. Individual change in remuneration is given in page 33.

e) the percentage increase in the median remuneration of the employees in the Financial Year 2014-2015 is 2.89%.

f) The market capitalisation of the Company as at the end of the Financial Year 2014-2015 increased by Rs. 189.05 crores. The PE ratio as at the close of the Financial Year 2014-2015 was 27.34 as against 20.69 in the previous Financial Year 2013-2014, based on closing price of the Company's shares on BSE on 31/03/2015 and 31/03/2014 respectively.

The Company's current market capitalisation stands at Rs. 609.36 crores, based on opening share price as on date at the BSE.

It is hereby affirmed that all remuneration of Directors and KMPs are as per the Remuneration Policy of the Company.

Adequacy of internal Financial Control Systems and Risk Management

Compliance of the above is given in the Management Discussion & Analysis at page no 38.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, a Board Evaluation Policy has been put in place. A structured questionnaire covering various aspects of the Board's functioning, Board culture, performance of specific duties by Directors and contribution to the Board proceedings was circulated to the members of the Board. Based on the responses received, the Board as a whole, the Committees, the Chairperson and individual Directors were separately evaluated in a separate meeting of the Independent Directors and in a Board Meeting.

The process of review of Non-Independent Directors and the Board as a whole and its committees was undertaken in a separate meeting of Independent Directors without the attendance of Non-Independent Directors and members of the Management.

At the meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Director and Non-executive Directors and Independent Directors. The meeting also assessed the quality, quantity and timeliness of the flow of information required for the Board to perform its duties properly. The entire Board of Directors, excluding the Director being evaluated, evaluated the performance of each Independent Director.

The Directors have expressed their satisfaction with the evaluation process.

Based on the findings from the evaluation process, the Board will continue to review its procedures and effectiveness in the financial year ahead with a view to practising the highest standards of corporate governance.

Significant and Material orders, if any

During the year there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and the Company's operation in future.

Sexual Harassment

No complaints were received during the year 2014-2015.

Particulars of Employees

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 is provided in Annexure 6 and forms a part of this Report.

Risks, uncertainties or future actions could differ materially from those expressed in the Directors' Report and the Management Discussion and Analysis. These statements are relevant on the date of this report. We have no obligation to update or revise these statements, whether as a result of new information, future developments or otherwise. Therefore undue reliance should not be placed on these statements.

The Board takes this opportunity to thank all employees for their commitment, dedication and co-operation.

For and on behalf of the Board

New Delhi VIKRAM OBEROI P.R.S. OBEROI 28th May, 2015 Managing Director Chairman


Mar 31, 2013

The Board presents the Thirtieth Annual Report together with the Audited Statement of Accounts and the Auditor''s Report in respect of the year ended 31st March, 2013. the financial highlights are set out below:

Rupees in million

2012-2013 2011-2012

total Revenue 2129.53 1904.54

Earnings Before Interest, Depreciation, taxes and 644.70 576.63 Amortisations (EBIDTA)

Finance Costs 215.28 274.11

Depreciation & Amortisation 132.45 127.24

Profit Before exceptional Items & taxation 296.97 175.28

exceptional Items 1.13 21.28

Profit Before taxation 298.10 196.56

Deferred tax 93.08 63.01

Profit After tax 205.02 133.55

Dividend on equity shares 30.47 58.76

Dividend Distribution tax 5.18 9.53

transfer to General Reserve 15.00

transfer from General Reserve 50.00

Adjustment pursuant to scheme of Amalgamation 445.99

Profit brought forward 248.96 198.70

Balance carried forward 22.34 248.96

on account of amalgamation of Island Hotel Maharaj Limited, the Company''s wholly-owned subsidiary, with the Company with effect from 1st April, 2011, the results pertaining to the year ended 31st March, 2013 are not comparable with that of the corresponding previous period.

In accordance with the provisions of section 217 (2AA) of the Companies Act, 1956, ("the Act") and based on representations from the Management, the Board states that:

a) in preparing the Annual Accounts, applicable Accounting standards have been followed and there are no material departures;

b) the Directors have selected such accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for the year;

c) the Directors have taken proper and sufficient care in maintaining 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;

d) the Directors have prepared the Annual Accounts of the Company on a "going concern" basis.

The annexed Management Discussion and Analysis ("MDA") forms a part of this Report and covers, amongst other matters, the performance of the Company during the financial year 2012-2013 as well as the future outlook.

In accordance with the listing agreement with the stock exchanges, the Report on Corporate Governance in accordance with clause 49 of the listing agreement along with the auditor''s certificate are attached.

The Company made a Rights Issue of 10,881,481 equity shares of face value Rs. 10 at a premium of Rs. 90 per share (issue price of Rs. 100 per equity share). For every existing 9 equity shares, 5 shares were issued as Rights.

The Rights Issue opened for subscription on 26th September, 2012. Equity shares were allotted to eligible shareholders, in consultation with BSE Limited on 21st October, 2012. The equity shares became eligible for trading on the stock exchange effective 26th october, 2012.

Out of the Rs. 1,088.15 million raised through the Rights Issue, Rs. 108.81 million was credited to share capital and Rs. 979.34 million to the securities premium account. Rights Issue expenses of Rs. 28.33 million have been adjusted against securities premium account. Thus, the Company''s equity share capital increased from Rs. 195.87 million to Rs. 304.68 million. The securities premium account increased from Rs. 126.00 million to Rs. 1,077.01 million.

The Board thanks all shareholders for their overwhelming support to the Rights Issue.

During the year, Island Hotel Maharaj Limited ("IHML") was amalgamated with the Company pursuant to a Scheme of Amalgamation ("Scheme") under Sections 391 to 394 of the Companies Act, 1956. The Scheme was approved by the Hon''ble High Court at Madras on 6th February, 2013. The amalgamation was effective from 1st April, 2011 ("Appointed Date"). The entire undertaking of IHML including Trident, Cochin stands transferred to and vested in the company as a going concern on the Appointed Date. Due to the amalgamation, the authorised capital of the Company increased to Rs. 850.00 million comprising of 75,000,000 equity shares of Rs. 10 each and 1,000,000 redeemable preference shares of Rs. 100 each.

Pursuant to the Scheme, the unabsorbed brought forward loss of IHML amounting to Rs. 505.25 million as on the Appointed Date was adjusted against the ''Surplus in the Statement of Profit and Loss'' of the Company.

In view of the above and in spite of the current year''s profit after tax of Rs. 205.02 million, the Board of Directors were restricted to recommend a dividend of Rs. 1 per equity share (10%) on the enhanced equity capital of the Company for the financial year 2012-13. This dividend is equivalent to 15.56% on the equity capital prior to the Rights Issue.

The dividend, if approved at the forthcoming Annual General Meeting, will be paid on Friday, 9th August, 2013, to shareholders whose names appear on the register of shareholders at the close of business on Wednesday, 24th July, 2013. The dividend will be paid to shareholders on the enhanced share capital post the Rights Issue. As per the Income Tax Act, 1961, the tax on the dividend will be borne by the Company.

Energy conservation and responsible environmental practice continues to be an area of focus for the Company. During the year, the Company has started utilising

wind power at its hotel in Chennai. Energy conservation measures taken during the year include replacement of old chillers with energy efficient chillers, installation of energy efficient air blowers and cooling towers, replacement of halogen lights with low power LEDs and compact fluorescent lights and sourcing of wind based and renewable biomass based power.

Measures planned include installation of dedicated boilers for kitchen equipment so as to reduce operating hours of the main boiler, installation of energy efficient hot water circulation pumps, replacement of halogen lights with low power LEDs and compact fluorescent lights and operational control on equipment and lighting to save power.

During the financial year 2012-2013, the foreign exchange earnings of the Company amounted to Rs. 1,225.19 million as against Rs. 1,133.13 million in the previous year. The expenditure in foreign exchange during the financial year was Rs. 76.97 million as compared to Rs. 76.79 million in the previous year.

Mr. Rajan Raheja and Mr. L. Ganesh, Directors, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Balan Renji & Associates, Chartered Accountants, were the statutory auditors of IHML since its incorporation. The Board recommends to the shareholders that Balan Renji & Associates be appointed as branch auditor for Trident, Cochin at the forthcoming Annual General Meeting.

The auditors of the Company, Messrs. Ray & Ray, Chartered Accountants, retire at the forthcoming Annual General Meeting and are eligible for re-appointment. there are no employees in the Company requiring reporting under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of employees) Rules, 1975, as amended.

Risks, uncertainties or future actions could differ materially from those expressed in the Directors'' Report and the Management Discussion and Analysis. these forward looking statements are relevant as on the date of this report. We have no obligation to update or revise any forward looking statements, whether as a result of new information, future developments or otherwise, and therefore undue reliance should not be placed on these statements.

The Board takes this opportunity to thank all employees for their commitment, dedication and co-operation.

For and on behalf of the Board

Kolkata VIKRAM oBERoI s.s. MuKHERJI

29th May, 2013 Managing Director Director


Mar 31, 2012

The Board presents the Twenty-ninth Annual Report together with the Audited Statement of Accounts and the Auditor's Report in respect of the year ended 31st March, 2012.

The financial highlights are as given below:

Rupees in million

2011-12 2010-11

Total Revenue 1,904.54 1,763.42 earnings before Interest, Depreciation,

Taxes and Amortisations (EBIDTA) 576.63 564.84

Interest and Finance Charges 274.11 254.53

Depreciation 127.24 127.45

Profit before tax 175.28 182.86

Exceptional Item 21.28 -

Current tax - 2.40

Deferred tax 63.01 60.29

Profit after tax 133.55 120.17

Dividend on Equity Shares 58.76 48.97

Dividend tax 9.53 7.94

Transfer to General Reserve 15.00 22.98

Profit brought forward 198.70 158.42

Balance carried over 248.96 198.70

In accordance with the provisions of Section 217 (2AA) of the Companies Act, 1956, ("the Act") and, based on representations from the Management, the Board states that:

a) in preparing the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures;

b) the Directors have selected such accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year;

c) the Directors have taken proper and sufficient care in maintaining 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;

d) the Directors have prepared the Annual Accounts of the Company on a "going concern" basis.

The annexed Management Discussion and Analysis forms a part of this Report and covers, amongst other matters, the performance of the Company during the Financial Year 2011-2012 as well as the future outlook.

In accordance with the Listing Agreement with the Stock Exchanges, the following are attached:

1. Consolidated Financial Statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006 along with the Auditor's Report.

2. The Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement along with the Auditor's Certificate.

The Company proposes to raise an amount not exceeding Rs 1100 Million by issue of Equity Shares on Rights basis. The proceeds of the Rights Issue shall be used for repayment and or pre-payment, in full or in part, of loans availed by the Company and to fund general corporate purposes.

The Company filed a Draft Letter of Offer dated 29th March, 2012 with the Securities and Exchange Board of India (the "SEBI") and Stock Exchanges concerned. Approval from Stock Exchanges have been received. The Draft Letter of Offer is currently under review by SEBI.

The Company also proposes an amalgamation of Island Hotel Maharaj Limited ("IHML"), its Wholly Owned Subsidiary, with the Company to enable their businesses to be carried on more economically and efficiently. The amalgamation would be in the best interests of the Shareholders and creditors of the respective companies.

The Company received a 'No-objection' from Stock Exchanges and is in the process of filing a Scheme of Amalgamation with the Hon'ble High Court of Madras.

The Board recommends a Dividend of Rs 3 per Equity Share in respect of the Financial Year 2011-2012.

The Dividend, if approved at the forthcoming Annual General Meeting, will be paid on Friday, 10th August, 2012, to Shareholders whose names appear on the Register of Shareholders at the close of business on Wednesday, 25th July, 2012. As per the Income Tax Act, 1961, the Tax on Dividend will be borne by the Company.

Energy conservation continues to be a focus area for the Company. All Hotels have energy conservation committees and conduct periodic energy audits. The Company believes in responsible environmental practices and constantly pursues alternative sources of energy. The Company has embarked upon a pilot project on wind energy through investment in a wind energy supplier. The Company intends to expand the use of wind energy to other Hotels.

Energy conservation measures taken during year include installation of variable speed drives and treated fresh air units, additional controls for remote operation and control of HVAC equipments and use of energy efficient LED, fluorescent and IR lamps.

Measures planned include installation of energy efficient chillers and lighting systems and generation of wind and solar power.

During the Financial Year 2011-2012, the Foreign Exchange earnings of the Company amounted to Rs 1133.13 million as against Rs 875.16 million in the previous year. The expenditure in Foreign Exchange during the Financial Year was Rs 63.65 million as compared to Rs 47.44 million in the previous year.

Mr. S.S. Mukherji and Mr. Anil Nehru, Directors, retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

The Central Government has granted general exemption to companies publishing audited Consolidated Financial Statements from attaching copies of the Report and Accounts of their Subsidiary Companies. Therefore, the Report and Accounts of Island Hotel Maharaj Limited, the Subsidiary Company, has not been attached to this Report. The Central Government has, however, prescribed specified information on the Subsidiary Companies to be disclosed as part of its Consolidated Financial Statements. This information has been incorporated on Page 57 of this Annual Report.

Subject to prior arrangement, the Audited Annual Accounts of the Subsidiary Company will be available for inspection by any Shareholder at the Company's Registered Office. Shareholders interested in obtaining a copy of the Audited Annual Accounts of the Subsidiary Company may write to the Company Secretary at the Registered Office of the Company.

The Auditors of the Company, Messrs. Ray & Ray, Chartered Accountants, retire and are eligible for re-appointment.

The information required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, forms a part of this Report.

For and on behalf of the Board

Gurgaon VIKRAM OBEROI P.R.S. OBEROI

28th May, 2012 Managing Director Chairman


Mar 31, 2011

The Board presents the twenty-eighth Annual Report together with the Audited statement of Accounts and the Auditors Report in respect of the year ended 31st March, 2011.

the fnancial highlights are set out below :

Rupees in million

2010-11 2009-10

total Revenue 1,763.42 1,489.96

earnings before Interest, Depreciation,

taxes and Amortisations (eBIDtA) 561.05 472.21

Interest and Finance Charges 250.69 276.46

Depreciation 127.45 113.83

Proft before tax 182.91 81.92

Current tax 2.45 0.02

Deferred tax 60.29 29.02

Proft after tax 120.17 52.88

Dividend on equity shares 48.97 29.38

Dividend tax 7.94 4.88

transfer to General Reserve 22.98 5.00

Balance carried over 198.70 158.42

In accordance with the provisions of section 217(2AA) of the Companies Act, 1956 ("the Act") and, based on representations from the Management, the Board states that:

a) in preparing the Annual Accounts, applicable Accounting standards have been followed and there are no material departures;

b) the Directors have selected such accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent 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 Proft of the Company for the year;

c) the Directors have taken proper and suffcient care in maintaining 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;

d) the Directors have prepared the Annual Accounts of the Company on a "going concern" basis.

the annexed Management Discussion and Analysis forms a part of this Report and covers, amongst other matters, the performance of the Company during the Financial year 2010-2011 as well as the future outlook.

In accordance with the Listing Agreement with the stock exchanges, the following are attached :

1. Consolidated Financial statements prepared in accordance with the Companies (Accounting standards) Rules, 2006, along with the Auditors Report.

2. the Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement along with the Auditors Certifcate.

the Board recommends a Dividend of Rs. 2.50 per equity share of Rs. 10 in respect of the Financial year 2010-2011.

the Dividend, if approved at the forthcoming Annual General Meeting, will be paid on tuesday, 16th August, 2011 to shareholders whose names appear on the Register of shareholders at the close of business on tuesday, 26th July, 2011. As per the Income tax Act, 1961, the tax on the Dividend will be borne by the Company.

energy conservation and responsible environmental practices continue to be an area of focus for the Company. new technology, equipment and processes are evaluated and energy sources such as solar and wind energy are under active evaluation and implementation. All hotels have energy conservation committees and periodic energy audits.

energy conservation measures taken during the year include installation of variable speed drives, high effciency boilers, occupancy sensors, energy effcient LeD, fuorescent and IR lamps.

Measures planned include installation of heat pipes, additional occupancy sensors, higher effciency air conditioning and more energy effcient lighting systems.

During the Financial year 2010-2011, the Foreign exchange earnings of the Company amounted to Rs. 875.16 million as against Rs. 744.37 million in the previous year. the expenditure in Foreign exchange during the Financial year was Rs. 25.08 million as compared to Rs. 20.83 million in the previous year.

Mr. Rajesh Kapadia and Mr. sudipto sarkar are due to retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

Approval has been received from the Central Government under section 212(8) of the Act exempting the Company from attaching a copy of the Report and Accounts of Island Hotel Maharaj Limited (IHML), its Wholly owned subsidiary. In granting the exemption, the Central Government has directed that specifed information on IHML be separately disclosed as a part of the Consolidated Financial statements. this information has been incorporated on Page 52 of this Annual Report.

subject to prior arrangement, the Audited Annual Accounts of IHML will be available for inspection by any shareholder at the Companys Registered offce. shareholders interested in obtaining a copy of the Audited Annual Accounts of IHML may write to the Company secretary at the Registered offce.

the Auditors of the Company, Messrs. Ray & Ray, Chartered Accountants, retire and are eligible for re-appointment.

During the Financial year 2010-2011, none of the employees of the Company have received remuneration in excess of the limits prescribed under section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of employees) Rules, 1975.

the Board takes this opportunity to thank all employees for their commitment, dedication and co-operation.

For and on behalf of the Board

VIKRAM OBEROI P.R.S. OBEROI

Managing Director Chairman

Gurgaon

29th May, 2011


Mar 31, 2010

The Board presents the Twenty-seventh Annual Report together with the Audited Statement of Accounts and the Auditors Report in respect of the year ended 31st March, 2010.

The financial highlights are set out below :

Rupees in million 2009-10 2008-09

Total Revenue 1,489.96 1,604.89

Earnings before Interest, Depreciation,

Taxes and Amortisations (EBIDTA) 472.21 530.81

Interest and Finance Charges 276.46 272.96

Miscellaneous Expenditure Amortised - -

Depreciation 113.83 115.08

Profit before tax 81.92 142.77

Current tax 0.02 0.03

Deferred tax 29.02 39.44

Fringe Benefit tax - 4.32

Profit after tax 52.88 98.98

Dividend on Equity Shares 29.38 29.38

Dividend tax 4.88 4.99

Transfer to General Reserve 5.00 5.00

Balance carried over 158.42 144.80

In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956 ("the Act"), and based on representations from the Management, the Board states that:

a) in preparing the Annual Accounts, applicable Accounting Standards have been followed and there are no material departures;

b) the Directors have selected such accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the Profit of the Company for the year;

c) the Directors have taken proper and sufficient care, to the best of their knowledge and ability, to maintain 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;

d) the Directors have prepared the Annual Accounts of the Company on a "going concern" basis.

The annexed Management Discussion and Analysis forms a part of this Report and covers, amongst other matters, the performance of the Company during the Financial Year under review as well as the future outlook.

In accordance with the Listing Agreement with the Stock Exchanges the following are attached :

1. Consolidated Financial Statements prepared in accordance with the Companies (Accounting Standards) Rules, 2006, along with the Auditors Report.

2. The Report on Corporate Governance in accordance with Clause 49 of the Listing Agreement along with the Auditors Certificate.

The Board recommends a Dividend of Rs. 1.50 per share of Rs. 10 for the Financial Year 2009-2010. The Dividend, if approved at the forthcoming Annual General Meeting, will be paid to those Shareholders whose names appear in the books of the Company at close of business on 9th July, 2010. Based on the provisions of the Income Tax Act, 1961, the Tax on Dividend will be borne by the Company.

Energy conservation measures include the following :

- more efficient controls in hydro pneumatic pumps;

- installation of more energy efficient raw water pumps and sewage treatment plants;

- revamping of ventilation systems;

- replacement of incandescent bulbs with higher efficiency CFL bulbs in guest rooms and public rooms;

- installation of new fan coil units in guest rooms;

- setting up primary and secondary chiller water systems for reducing load on air conditioning plants;

- energy recovery wheels installed on fresh air systems.

Further energy conservation measures that are planned include:

- replacement of incandescent lamps with higher efficiency CFL, LED and IRC lamps in remaining guest rooms and public rooms;

- installation of variable speed drives on air handling units;

- installation of solar water heating systems;

- replacement of boilers with higher efficiency boilers;

- installation of sensors for power saving in guest rooms and other areas.

During the Financial Year 2009-2010, Foreign Exchange earnings of the Company were Rs. 744.37 million against Rs. 910.03 million in the previous year. The expenditure in foreign exchange was Rs. 20.83 million against Rs. 48.75 million in the previous year.

Effective 23rd March, 2010, the Registered Office of Island Hotel Maharaj Limited (IHML), the Companys Wholly Owned Subsidiary, has been shifted from Cochin, Kerala to Chennai, Tamil Nadu.

Approval has been received from the Central Government under Section 212(8) of the Act exempting the Company from attaching a copy of the Report and Accounts of IHML. In granting the exemption, the Central Government has directed that specified information on IHML be separately disclosed as a part of the Consolidated Financial Statements. This information has been incorporated on page 54 of this Annual Report.

Subject to prior arrangement, the Audited Annual Accounts of IHML will be available for inspection by any Shareholder at the Companys Registered Office. Any Shareholder interested in obtaining a copy of the Audited Annual Accounts of IHML can write to the Companys Registrar and Share Transfer Agent.

The tenure of Mr. Vikram Oberoi, Managing Director, expires at close of business on 22nd June, 2010. The Board recommends renewal of his appointment, as Managing Director, for a further period of five years effective 23rd June, 2010. Mr. Vikram Oberoi will not receive any remuneration. The re-appointment requires the approval of the Shareholders for which a Resolution has been included in the Notice convening the Annual General Meeting.

Mr. Rajan Raheja and Mr. L. Ganesh, Directors, are due to retire by rotation at the forthcoming Annual General Meeting and are eligible for re-appointment.

The Auditors of the Company, Messrs. Ray & Ray, Chartered Accountants, retire and are eligible for re-appointment.

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

The Board takes this opportunity to thank all employees for their commitment, dedication and co-operation.

For and on behalf of the Board Mumbai VIKRAM OBEROI P.R.S. OBEROI

27th May, 2010 Managing Director Chairman

 
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