Directors Report of Viceroy Hotels Ltd.
Mar 31, 2016
DIRECTORSâ REPORT
Dear Shareholders,
The Directors are pleased to submit 51st Annual Report of Viceroy Hotels Limited (VHL) along with the audited financial statements for the financial year ended March 31,2016. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.
PERFORMANCE / FINANCIAL RESULTS
The financial performance of the Company, for the year ended March 31, 2016 is summarized below:
(Rupees in Lakhs)
|
PARTICULARS |
STANDALONE |
CONSOLIDATED |
||
|
2015-16 |
2014-15 |
2015-16 |
2014-15 |
|
|
Income from Operations |
8422.21 |
7730.11 |
12411.57 |
10976.73 |
|
Other Income |
57.84 |
28.98 |
62.85 |
31.16 |
|
Total Revenue |
8480.06 |
7759.08 |
12474.43 |
11007.89 |
|
Profit before Interest and Depreciation |
(3100.54) |
(3058.43) |
3279.59 |
3350.85 |
|
Interest |
2483.47 |
2414.34 |
2704.27 |
2546.32 |
|
Depreciation |
1053.70 |
1152.35 |
1339.85 |
1409.49 |
|
Profit before Tax and Extraordinary Items |
(436.63) |
(508.26) |
(764.53) |
(604.95) |
|
Extraordinary Items |
1855.67 |
0 |
1855.67 |
0 |
|
Provision for Current Tax |
0 |
0 |
0 |
0 |
|
Deferred Tax |
13.49 |
2.88 |
2.66 |
(3.01) |
|
Profit after Tax |
1432.53 |
(505.38) |
1093.80 |
(607.97) |
DIVIDEND
The Board does not recommend any dividend for the financial year.
SUBSIDIARIES
The Company has 5 subsidiaries as on March 31,2016. There has been no material change in the nature of the business of the subsidiaries.
Cafe D Lake Private Limited:
M/s Cafe DâLake Private Limited which operates all the restaurants businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat Street and Water Front has achieved a turnover of Rs.39.94 Crores for the year ended 31st March, 2016 as against Rs.32.48 Crores for previous year. However, there was a net Loss of Rs.2.40 Crores for the year ended 31st March, 2016as against the Net profit of Rs.0.20Coresfor the previous year.
Frustum Products Private Limited:
During the year under review there is no income from operations. The net loss for the year ended 31st March, 2016 is Rs.0.97 Crores as against net loss of Rs.1.22 Crores in the previous year.
Viceroy Chennai Hotels & Resorts Private Limited:
Viceroy Chennai Hotels & Resorts Private Limited has not commenced operations as on date.
Minerva Hospitalities Private Limited:
Minerva Hospitalities Private Limited has not commence operations as on date.
Banjara Hospitalities Private Limited
A new wholly owned subsidiary with name Banjara Hospitalities Private Limited has been incorporated during the year under review. Pursuant to the Assignment Agreement entered between Central Bank of India and Edelweiss Asset Reconstruction Company Limited (EARCL), Viceroy Hotels Limited transferred its undertaking comprising land situated at Visakhapatnam along with associated Secured Loan of Rs.90.70 Crores to the Banjara Hospitalities Private Limited by way of slump sale. The details of slump sale has-been provided underpointNo.37 of notes to accounts.
ASSOCIATE
Viceroy Bangalore Hotels Private Limited
Viceroy Bangalore Hotels Private Limited is the Associate Company of Viceroy Hotels Limited.
FINANCIALINFORMATIONABOUTSUBSIDIARIESANDASSOCIATECOMPANIES
Pursuant to First Proviso to Sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules 2014, a statement containing summary of financial information of Subsidiaries and Associate Companies is provided in âForm AOC-Iâ as Annexure-I to this report. As per the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.
DIRECTORS
Mr. P. Chakradhar Reddy has reappointed by the shareholders in 50th Annual General Meeting held on September 29. 2015.
Mr. Devraj Govind Raj has been Appointed as Additional Director of the Company (under Independent Category) with effect from May 30, 2016. As per the terms of appointment his term of office is for 5 consecutive years, subject to approval of the Members of the Company at the ensuing Annual General Meeting. The above appointment was based on the recommendation of the Nomination and Remuneration Committee.
In accordance with Section 152 of the Companies Act, 2013, Mrs. P Kameswari, Director of the Company retires by rotation in the ensuing Annual General Meeting to be held on September 29, 2016 and being eligible, offered herself for re-appointment. The Board recommends here-appointment.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2015-16 and of the profit or loss of the Company for that period;
iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud an do their irregularities;
iv. The annual accounts for the year2015-16 have been prepared on a going concern basis.
v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
MEETINGS OF THE BOARD OFDIRECTORS DURING THE FINANCIALYEAR
Five (5) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance of the Directors individually, as well as the evaluation of the working of its Audit and other committees of the Board.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
POLICY ON DIRECTORSâ APPOINTMENTAND REMUNERATION AND OTHER DETAILS
The Companyâs policy on directors âappointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directorsâ report.
INTERNAL FINANCIAL CONTROL SYSTEMSANDTHEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.
AUDITCOMMITTEE
The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
STATUTORYAUDITORS
Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 and all other applicable provisions and rules made there under, M/s. P. Murali & Co, Chartered Accounts, Hyderabad, has been appointed by the Shareholders of the Company in their 49th Annual General Meeting held on September 26, 2014, for a period of three years (i.e. till the conclusion of 52nd Annual General Meeting) subject to the ratification at every subsequent Annual General Meeting held during the above period. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and Rules framed there under, for their appointment as Auditors of the Company.
AUDITORâSOBSERVATIONS
Point No. (vii):
The Board is of the view that with improved business scenario the company will be able to clear all the TDS dues and hopeful and committed to their level best to streamline the same in future.
Point No. (viii):
The Management is committed to repay all the Banks and Institutional dues and making all sincere efforts for this purpose.
SECRETARIALAUDIT
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. A.N.Sarma& Co., Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the Financial Year 2016-17. The Secretarial Audit Report for the year ended 31st March, 2016is annexed herewith as Annexure-VII to this Report.
INTERNALAUDITOR
Mr. J. Dasvanth Kumar, who is also an employee of the Company, misacting as Internal Auditor of the Company. PARTICULARSOFLOANS, GUARANTEESANDINVESTMENTS
The particulars of loans, guarantees and investments under section 186 of Companies Act, 2013, have been disclosed in the financial statements.
PUBLICDEPOSITS
During the year under review, your Company has neither invited nor accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS.
There were no non-compliances by the company and no instances of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future.
MATERIALCHANGESANDCOMMITMENTS
There are no material changes and commitments in the business operations of the company for the financial year ended 31st March, 2016to the date of signing of the Directorâs Report.
INFORMATION TO BE FURNISHED UNDER COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,2014.
Disclosure of information under Rule 5 (i) of Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is enclosed as Annexure-VIII to the Directors Report.
STATEMENT UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.
There are no employees drawing remuneration of more than the amount specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) rules 2014.
EMPLOYEERELATIONS
The relationship with the employees continues to be cordial. The Directors would like to place on record their appreciation of the services rendered by all the employees of the Company.
ENERGYCONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGEEARNINGSANDOUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies(Accounts) Rules, 2014, is provided as point Nos. 31 & 32 under notes to Accounts of Balance Sheet and Profit and Loss Account
EXTRACT OFANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure-VI in the prescribed Form MGT-9, which forms part of this report.
LISTING
The Equity Shares of your Company are listed on the BSE Limited and the National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges byway of Listing Fees, etc. for the financial year under review.
CORPORATEGOVERNANCE
Management Discussion & Analysis is enclosed as Annexure-III to this report and Report on Corporate Governance is enclosed as Annexure-IV to this Board Report. A Certificate from the Auditors of the Company regarding compliance with the Corporate Governance Norms stipulated also annexed to the Corporate Governance Report.
FAMILIARISATION PROGRAM TO INDEPENDENT DIRECTORS
Details of the familiarization program of the independent directors are available on the website of the Company (URL: www.viceroyhotels.in).
POLICY ON MATERIAL SUBSIDIARIES
Policy for determining material subsidiaries of the Company is available on the website of the Company (URL: www.viceroyhotels.in).
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The details of Vigil Mechanism and Whistle Blower Policy are available under Corporate Governance Report which forms part of Directors Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013.
Your Company has in place the Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) has been set up to redress complains received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
No. of sexual harassment complaints received: Nil
TRANSACTIONS WITH RELATED PARTIES
Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-II in Form AOC-2and the same forms part of this report.
POLICYON RELATED PARTYTRANSACTIONS
Policy on dealing with related party transactions is available on the website of the Company (URL: www.viceroyhotels.in).
INSIDERTRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the code of Conduct and Code on Fair Disclosure and these code are available on the website of the company (URL: www.viceroyhotels.in).
ACKNOWLEDGMENTS
Your Directors thank the various Departments of Central/State Government, SEBI, Stock Exchanges, RBI, MCA and other Regulatory Bodies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Shareholders, customers, bankers, suppliers and other business associates for the excellent support received from them. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution and confidence reposed in the management.
By Order and on behalf of the Board For Viceroy Hotels Limited
Hyderabad
August 13,2016 Sd/-
P. Prabhakar Reddy
Chairman & Managing Director
DIN:01442233
Regd. Office : #Plot No.20, Sector-I,
Survey No.64, 4th Floor, HUDA Techno Enclave,
Madhapur, Hyderabad - 500 081, Telangana.
Tel : 91 40 - 23119695
E-mail : [email protected]
Mar 31, 2015
Dear Members,
The Directors are pleased to submit 50th Annual Report of Viceroy
Hotels Limited (VHL) along with the audited financial statements for
the Financial Year ended 31st March, 2015. Consolidated performance of
the Company and its subsidiaries has been referred to whereverrequired.
PERFORMANCE / FINANCIAL RESULTS
The financial performance of the Company, for the year ended 31st
March, 2015 is summarized below:
(Rupees in Lakhs)
PARTICULARS STANDALONE
2014-15 2013-14
Income from Operations 7730.11 7102.50
Other Income 2898 2427
Total Revenue 7759.08 7126.77
Profit before Interest and Depreciation (3058.43) 2858.48
Interest 2414.34 2313.71
Depreciation 1152.35 1341.98
Profit before Tax and Extraordinary Items (508.26) (797.21)
Extraordinary Items 0 (12287.23)
Provision for Current Tax 0 0
Deferred Tax 288 2880
Profit after Tax (505.38) (13055.65)
PARTICULARS CONSOLIDATED
2014-15 2013-14
Income from Operations 10976.73 10470.97
Other Income 3116 24.93
Total Revenue 11007.89 10495.90
Profit before Interest and Depreciation 3350.85 2960.14
Interest 2546.32 2391.40
Depreciation 1409.49 1502.78
Profit before Tax and Extraordinary Items (604.95) (934.59)
Extraordinary Items 0 (12287.23)
Provision for Current Tax 0 25.94
Deferred Tax (3.01) 26.81
Profit after Tax (607.97) (13220.40)
DIVIDEND
The Boarddoesnot recommendanydividendforthe Financial Year 2014-15.
SUBSIDIARIES
The Company has 4 subsidiaries as on 31st March, 2015. There has been
no material change in the nature of the business of the subsidiaries.
Cafe D Lake Private Limited:
M/s Cafe D'Lake Private Limited which operates all the restaurants
businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat
Street and Water Front has achieved a turnover of Rs.32.49 Crores for
the year ended 31st March, 2015 as against Rs.30.82 Cores for previous
year. The Net profit for the year ended 31st March, 2015 is Rs.0.20
Crores as against Rs.0.57Croresinthe previousyear.
New Restaurants under the brand names Minerva & Blue Fox have been
launched during the months of April & May 2015 respectively at
Madhapur, Hyderabad.
Crustum Products Private Limited:
During the year under review, there is no income from operations. The
Net loss for the year ended 31st March, 2015 is Rs.1.22 as against net
loss of Rs. 2.21 Crores inthe Previous Year.
Viceroy Chennai Hotels & Resorts Private Limited:
Viceroy Chennai Hotels & Resorts Private Limited has no operations
commencedason date.
Minerva Hospitalities Private Limited:
Minerva Hospitalities Private Limited has not commenced operations as
on date.
POLICY ON MATERIAL SUBSIDIARIES
Policy for determining material subsidiaries of the Company is
available on the website ofthe Company (URL: www.vicerovhotels.com/IR).
ASSOCIATE
Viceroy Bangalore Hotels Private Limited
Viceroy Bangalore Hotels Private Limited istheAssociateCompany of
"Viceroy Hotels Limited".
Status of'Bangalore Hotel Project'
Asfarasthe Bangalore Hotel Project "Renaissance" is concerned, it is
ajoint venture betweenJ. P Morgan having 60% stake and Viceroy Hotels
Ltd. having 40% stake. Viceroy Bangalore Hotels Private Limited is
formed for taking up the Bangalore Hotel Project under the joint
venture arrangement. The project work is almost at nearing stage as all
the civil works are completed and interiors of rooms and public areas
and the mechanical works/ installation of P&M is are almost at the
finishing stage.The hotel is situated in a very prime location in
Bangalore i.e. opposite to Race Course. It is a big project with 23
floors and has 277 guest rooms, a three-meal restaurant, bar lounge
multi function banquet halls, large function lawn and a large
multi-cuisine restaurant on the top most floor of the hotel witha
breath taking view of the city.
FINANCIAL INFORMATION ABOUT SUBSIDIARIES AND ASSOCIATE COMPANIES
Pursuant to First Proviso to Sub-section (3) of Section 129 of the
Companies Act, 2013 read with Rule 5 of The Companies (Accounts Rules)
2014, a statement containing summary of Financial information of
Subsidiaries and Associate Companies is provided in "Form AOC-I" as
Annexure-I to this report. As per the provisions of section 136 of the
Companies Act, 2013 the financial statements of the Company,
consolidated financial statements along with relevant documents and
separate audited accounts in respect of subsidiaries, are available on
the website ofthe Company.
DIRECTORS
Pursuant to the provisions of Section 149 ofthe Companies Act, 2013,
Mr. K. Narasimha Rao, Mr. A. Poornachandra Rao and Mr. P. Narendra were
Re-appointed as Independent Directors at the 49th Annual General
Meeting of the Company held on September 26,2014. The terms and
conditions of appointment of independent directors are as per Schedule
iV ofthe Companies Act, 2013. They have submitted a declaration that
each of them meets the criteria of independence as provided in Section
149(6) ofthe Companies Act, 2013 and there has been no change in the
circumstances which may affect their statusas independent director
during the year.
Mr. A. Vijyayavardhan Reddy retired by rotation and being eligible, he
was re-appointed by the shareholders in 49th Annual General Meeting
held on September 26, 2014. However, he resigned from the office with
effect from October 1, 2014.
Mrs. P. Kameswari, has been appointed as an Additional director on
March 27, 2015 and shall hold the office up to ensuing Annual General
meeting. Your Company is in receipt of notice under section 160 ofthe
Companies Act, 2013 for herappointment as Directorofthe Company.
In accordance with Section 152 ofthe Companies Act, 2013, Mr. P
Chakradhar Reddy, Directorofthe Company retires by rotation in the
ensuing Annual General Meeting to be held on September 29,2015 and
being eligible, offered himself for re-appointment.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) ofthe CompaniesAct,
2013 with respect to Directors' Responsibility Statement, it is hereby
confirmed that:
i. In the preparation ofthe annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
material departures;
ii. Such accounting policies as mentioned in the notes to the
financial statements have been selected and applied consistently and
judgments and estimates that are reasonable and prudent made so as to
give a true and fair view of the state of affairs ofthe Company at the
end ofthe financial year 2014-15 and ofthe profit or loss ofthe Company
forthat period;
iii. Proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. The annual accounts forthe year 2014-15 have been prepared on a
going concern basis.
v. Those proper internal financial controls were in place and that the
financial controls were adequate and were operating effectively.
vi. That systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
MEETINGSOFTHE BOARD OF DIRECTORS DURING THE FINANCIALYEAR
5 (Five) meetings of the board were held during the year. For details
of the meetings of the board, please refer to the corporate governance
report, which forms part of this report.
BOARDEVALUATION
The Board and the Nomination and Remuneration Committee ("NRC")
reviewed the performance of the individual directors on the basis of
the criteria such as the contribution of the individual director to the
Board and committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings etc. In addition, the Chairman was also evaluated on the key
aspects of his role.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman was evaluated The same was discussed in the
board meeting that followed the meeting of the independent Directors,
at which the performance of the Board, its committees and individual
directors was also discussed.
POLICY ON DIRECTORS' APPOINTMENTAND REMUNERATION AND OTHER DETAILS
The Company's policy on directors' appointment and remuneration and
other matters provided in Section 178(3) of the Companies Act, 2013 has
been disclosed in the corporate governance report, which forms part of
this report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of internal financial control and their adequacy
are included in the Management Discussion & Analysis, which forms part
of this report.
AUDIT COMMITTEE
The details pertaining to composition of audit committee are set out in
the in the Corporate Governance Report, which forms part of this
report.
STATUTORYAUDITORS
Pursuant to the provisions of Section 139(2) of the Companies Act, 2013
and all other applicable provisions and rules made there under, M/s.
P.Murali & Co, Chartered Accounts, Hyderabad, has been appointed by the
Shareholders of the Company in their 49th Annual General Meeting held
on September 26, 2014, for a period of three years (i.e. till the
conclusion of 52nd Annual General Meeting) subject to the ratification
at every subsequent Annual General Meeting held during the above
period. Hence, the shareholders will ratify the appointment of
Statutory Auditors till the conclusion of 51st Annual General Meeting.
AUDITOR'S OBSERVATIONS
Point No. vii (a): Company serious pursuing and in the process to clear
outstanding TDS/WCT dues.
Point No. ix: Company is making continuous efforts to re-pay the
defaulted amounts to the banks through One Time Settlements.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013
and The Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, M/s. A. N. Sarma & Co, Company Secretaries;
Hyderabad, has been appointed as Secretarial Auditors of the Company
for the Financial Year 2014-15. The Secretarial Audit Report is annexed
as Annexure VII to this report.
INTERNAL AUDITOR
Mr. J. Dashwant Kumar, who is also an employee of the Company is acting
as Internal Auditor of the Company.
PARTICULARS OF LOANS, GUARANTEESAND INVESTMENTS
The particulars of loans, guarantees and investments under section 186
of the Companies Act, 2013, have been disclosed in the financial
statements.
PUBLIC DEPOSITS
During the year under review, your Company has neither invited nor
accepted any deposits from the public and as such, no amount on account
of principal or interest on deposits from public was outstanding as on
the date of the balance sheet.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Companies Act, 2013
read with rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014are given below:
a. The ratio of the remuneration of each director to the median
remuneration of the employees of the Company for the financial year:
Particulars of Directors and Key Ratio to Median Remuneration
Managerial Persons
Executive Directors
Mr. P. Prabhakar Reddy, Chairman and
Managing Director 11.48
Non- Executive Directors
Mr. A. Vijayavardhan Reddy
(up to 30-09-2014)* 0.04
Mr. P. Chakradhar Reddy
(from 5-08-2014)* 0.08
Mrs. P. Kameswari (from
27-03-2015) Not Applicable
Mr. K. Narasimha Rao 0.15
Mr. P. Narendra 0.08
Mr. Poornachandra Rao 0.15
Key Managerial Persons
Mr. K. Gurava Raju 3.17
Ms. Y K. Priyadarshini 1.86
* Since thisinformation is for part of the year, the same is not
comparable.
b. The percentage increase in remuneration of each director, chief
financial officer, company secretary in the financial year:
Not Applicable
c. Thepercentage increase in the median
remunerationofemployeesinthefinancial year: 0.00%
d. The number of permanent employees on the rolls of Company: 59
e. The explanation on the relationship between average increase in
remuneration and Company performance: There was no increase in
remuneration
f. Comparison of the remuneration of the key managerial personnel
againstthe performance of the Company:
(Rupees in Crores)
Aggregate remuneration of key managerial personnel
(KMP) in FY 2014-15 0.14
Revenue 77.30
Remuneration of KMPs (as % of revenue) 0.18
Profit before Tax (PBT) (5.08)
Remuneration of KMP (as % of PBT) (2.75)
g. Variations in the market capitalization of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year.
Particulars As on 31st As on 31st Change%
March, 2015 March, 2014
Market Capitalization Rs.64,56,19,535 Rs.67,84,83,584 (4.84)
Price Earnings Ratio Not Applicable Not Applicable Not
Applicable
* Note: Since EPS is negative, there is no price to earning.
h. Percentage increase or decrease in the market quotations of the
Shares of the Company as compared to the rate at which the Company came
out with the last public offer in the year: Not applicable as the
Company has not made any further public issue.
i. Average percentile increase already made in the salaries of
employees other than the managerial personnel in the
lastfinancialyearand itscomparison with the percentile increase in the
managerial remuneration and justification thereof and point out if
there are any exceptional circumstances for increase in the managerial
remuneration: Not Applicable as there was no such increase in the
salaries of employees other than managerial personnel in the last
financial year.
j. The key parameters for any variable component of remuneration
availed by the directors: Not applicable
k. The ratio of the remuneration of the highest paid director to that
of the employees who are not directors but receive remuneration in
excess of the highest paid director during the year: None of employees
are in receipt of remuneration in excess of the highest paid director
l. Affirmationthat the remuneration is as per the remuneration policy
of the Company:
The Company affirms that the remuneration paid to Directors, Key
Managerial Personnel and other employees is as per the remuneration
policy of the Company.
EMPLOYEERELATIONS
The relationship with the employees continues to be cordial. The
Directors would like to place on record their appreciationofthe
services rendered by all the employees of the Company.
ENERGY CONSERVATION, TECHNOLOGYABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
The information on conservation of energy, technology absorption and
foreign exchange earnings and outgo stipulated under Section 134 (3)
(m) of the Companies Act, 2013, read with Rule 8 of The Companies
(Accounts) Rules, 2014, is provided as/under point Nos. 22 & 32 under
notes to Accounts of Balance Sheet and Profit and Loss Account.
SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the
Regulators/Courts which would impact the going concern status of the
Companyand itsfutureoperations.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Companies Act, 2013, the extract
of annual return is given in Annexure VI in the prescribed Form MGT-9,
which forms part ofthis report.
LISTING
The Equity Shares of your Company are listed on the BSE Limited and the
National Stock Exchange of India Limited. It may be notedthat there are
no paymentsoutstanding to the Stock Exchanges by way of Listing Fees
etc.
CORPORATEGOVERNANCE
The Company has taken adequate steps to ensure that the conditions of
corporate governance as stipulated in clause 49 of the listing
agreement of the stock exchange are complied with. As per Clause 49 of
the listing agreements entered into with the stock exchanges, corporate
governance report with auditors' certificate thereon and management
discussion and analysis are attached as Separate Annexure No. IV
whichforms part ofthis report.
RISKMANAGEMENT
The Board of the Company has formed a risk management committee to
frame, implement and monitor the risk management plan for the Company.
The Details about Risk Management Committee and Risk Management Policy
are given in the Corporate Governance Report.
FAMILIARISATION PROGRAM TO INDEPENDENT DIRECTORS
Details of the familiarization program of the independent directors are
available on the website of the Company (URL:
http://www.vicerovhotels.com/I R) VIGIL MECHANISM ANDWHISTLE BLOWER
POLICY
The details of Vigil Mechanism and Whistle Blower Policy are available
under Corporate Governance Report which forms part of this report.
TRANSACTIONS WITH RELATED PARTIES
The details transactions with related parties falls under the scope of
Section 188(1) of the Companies Act, 2013 are provided under Point No.
35 Notes to Financial Statements. However, information on transaction
with related parties pursuant to Section 134(3)(h) of the Companies
Act, 2013 read with rule 8(2) of the Companies (Accounts) Rules, 2014
are given in AOC -2 as Annexure- II and the same forms part of this
report.
POLICYON RELATED PARTY TRANSACTIONS
Policy on dealing with related party transactions is available on the
website of the Company (URL: httD://www.viceroyhotels.com/IR)
INSIDERTRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015,
the Code of Conduct and Code on Fair Disclosure and these code are
available on the website of the company (URL:
http://www.viceroyhotels.com/IR)
ACKNOWLEDGEMENTS
Your Directors acknowledge with gratitude and wish to place on record
their sincere appreciation for the co-operation received by the Company
from various Departments of Central/ State Government, SEBI, Stock
Exchanges, RBI, MCA and other Regulatory Bodies for the continued
co-operation and support extended during the year. Your Directors also
express their sincere thanks to the Shareholders, Customers, Bankers,
Suppliers and other Business Associatesfortheir support, co-operation
and confidence reposed in the management.
By Order and on behalf of the Board
For Viceroy Hotels Limited
Hyderabad
August 14,2015
Sd/-
P. Prabhakar Reddy
Chairman
Mar 31, 2014
Dear Shareholders,
The Directors are pleased to present the 49th Annual Report and the
audited accounts for the financial year ended March 31,2014.
Performance / Financial Results
The financial performance of the Company, for the year ended March
31,2014 is summarized below:
(Rupees in Lakhs)
PARTICULARS STANDALONE CONSOLIDATED
2013-14 2012-2013 2013-14 2012-2013
Income from Operations 7102.50 7218.91 10470.97 10891.73
Other Income 24.27 18.77 24.93 18.91
Total Revenue 7126.77 7237.68 10495.90 10910.64
Profit before Interest and
Depreciation 2858.48 3038.15 2960.14 3223.65
Interest 2313.71 2270.06 2391.40 2381.66
Depreciation 1341.98 1331.56 1502.78 1489.99
Profit before Tax and
Extraordinary Items (797.21) (563.47) (934.05) (648.01)
Extraordinary Items (12287.23) - (12287.23) -
Provision for Current Tax - - 25.94 30.35
Deferred Tax 28.80 14.94 26.81 14.62
Profit after Tax (13055.65) (578.41) (13220.40) (692.97)
Dividend
The Board does not recommend anydividend forthe financial year.
Directors
Mr. K. Jayabharat Reddy, Directorofthe Company retired by rotation in
the 48th Annual General Meeting of the Company held on 27th September,
2013. As Mr. Jayabharath Reddy conveyed his unwillingness to be
reappointed as Director, it has been decided by the members in the
Annual General meeting, not to fill the vacancy so caused.
In accordance with Section 152 of the Companies Act, 2013, Mr. A.
Vijayavardhan Reddy, Director, who retire by rotation and being
eligible, offered himself for re-appointment.
Mr. P. Chakradhar Reddy has been appointed as an Additional director on
August 5,2014 and shall hold the office up to this Annual General
meeting. Your Company is in receipt of notice under section 160 of the
Companies Act, 2013 for his appointmentas Directorofthe Company.
Pursuant to notification of Section 149 and other applicable provisions
of the Companies Act, 2013 read with Rules thereon, your directors are
seeking reappointment of Mr. K. Narasimha Rao, Mr. P. Narendra and Mr.
A. Poornachandra Rao as Independent Directors for a period of five
years.
Statusof''Bangalore Hotel Project''
As far as the Bangalore Hotel Project "Renaissance" is concerned,
it is a joint venture between J. P. Morgan having 60% stake and Viceroy
Hotels Ltd. having 40% stake. The new company under the name of Viceroy
Bangalore Hotels Private Limited is formed for taking up the Bangalore
Hotel Project under the joint venture arrangement. The project work is
almost at nearing stage as all the civil works are completed and
interiors of rooms and public areas and the mechanical works are almost
at the finishing stage. The hotel is situated in a very prime location
in Bangalore i.e. opposite Race
Course. It is a big project with 23 floors and has 277 guest rooms, a
three-meal restaurant, bar lounge, multi function banquet halls, large
function lawn and a large multi-cuisine restaurant on the top most
floor of the hotel with a breath taking view ofthecity
Sale of ''Chennai Project Division''
Members are aware that during the year under review, due to sudden
changes in the Environmental Rules and Chennai Metropolitan Development
Authority Rules of Chennai and finally at the instance of the banks
such as SBI etc. who have sanctioned loans for Chennai Hotel Project,
the ''Chennai Project Division'' comprising the ''Chennai Hotel
Project'' i.e. J.W.Marriott Hotel Project, Chennai and ''Chennai
Residential Project'', has been sold to Ceebros Hotels Private Limited
fora sale consideration of Rs.480 Crores.
As per the terms of sale, the loan amounts availed from SBI and others
had to be closed before 31.03.14. Accordingly, Ceebros Hotels (P) Ltd.
had made arrangements through funding from IFCI Ltd., paid the loans to
various Banks:
Auditors
Pursuant to the provisions of Section 139(2) of the Companies Act,
2013, on rotation of audit firms and based on the recommendation of the
Audit Committee, the Board has recommended the re-appointment of M/s.
P. Murali& Co., Chartered Accountants, Hyderabad, as the Statutory
Auditors of the Company to hold office from conclusion of this Annual
General Meeting, subjectto the ratification of shareholders at every
Annual General Meeting. M/s. P. Murali& Co., Chartered Accountants,
Hyderabad, have confirmed that the appointment, if made, would be
within the prescribed limits under Section 141 of the Companies Act,
2013.
Auditor''sObservations
Point No. IX(a) of Annexure to Auditor ''s Report
The Company is generally regular in depositing statutory dues including
PF, ESI, Service Tax with the appropriate authorities and at the end of
the financial year there were no amounts outstanding which were due for
more than 6 months from the date they became payable. However in
Respect of TDS & WCTan amount of Rs. 2,21,54,450/-is outstanding which
were due for more than 6 months fromthe date they became payable (i.e
Year-wise 2011-12 is Rs.1,13,21,895/-, 2012-13 is Rs.85,94,111/- and
2013-14 is Rs.8,79,138/- and year 2011-12 WCT is Rs. 13,59,306/-).
Point No. XI of Annexure to Auditor''s Report
According to information and explanations given to us, the company has
defaulted in repayment of dues amounting to Rs. 101.58 Crores towards
principal and Rs. 90.55 crores towards interest to financial
Institutions and Banks.
Reply to the Auditor''s Observations:
With regard to Auditor''s Observations for Point Nos. IX (a) and XI of
the Annexure to Auditor''s Report:
Point No. IX (a): The Company seriously pursuing the matterto clear
outstanding TDS/WCT dues.
Point No. XI: The Company is putting serious efforts to re-pay
defaulted amounts to the financial institutions and banks through One
Time Settlement (OTS).
Directors'' Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts forthe year ended March
31,2014, the applicable accounting standards read with requirements set
out under Schedule VI to the Companies Act, 1956, have been followed
and there are no material departures from the same;
(ii) 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 as at March 31,2014 and of the profit of the Company
forthe year ended on that date;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and
otherirregularities; and
(iv) the annual accounts of the Company for the year ended March
31,2014 has been prepared on a ''going concern'' basis.
Particulars of Employees
No employee was in receipt of remuneration exceeding the limits
prescribed under Section 217(2A) of the Companies Act, 1956 and the
rules framed there under, as amended to date.
Information required under Section 217 (1) (e) of the Companies Act
1956 read with the Companies (Disclosure of Particulars in the report
of Board of Directors) Rules, 1988
Your Company''s effort towards conservation of energy, which results
in savings in consumption of electricity, a significant component of
the energy cost, is an ongoing process. The Company continues to absorb
and upgrade modern technologies and advanced hotel management
techniques in various guest contact areas, which include wireless
internet connectivityin the hotels.
As 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, the information relating to foreign
exchange earnings and outgo is in item nos. 32,33 & 34 of Notes to
Accounts of the Balance Sheetand Profit and Loss Account.
Compliance with Notification No. S.0.301(E) dated 8th February, 2011
issued by the Ministry of Corporate Affairs under Section 211(3)
oftheCompanies Act, 1956.
Since Central Government had issued a notification No. S.0.301 (E)
dated 8th February, 2011 in exercise of the powers conferred by Section
211 (3) of the Companies Act, 1956 granting general exemption to some
specified class of companies, including hotel companies, from
disclosing certain information in their profit and loss account as
required under Part-II of Schedule VI of the Companies Act, 1956
subject to fulfillment of few conditions, your Company has duly
complied with all conditions of the notification to seek general
exemption under Section 211 (4) of the Companies Act, 1956, paras
3(i)(a) and 3(ii)(d) of Part II of Schedule VI of the Companies Act,
1956 dealing with the disclosure of quantitative details of turnover of
each class of goods, opening and closing stock, purchases, production
and consumption of raw material in the financial statements for the
financial year ended 31st March, 2014. Your Board has passed necessary
resolution at its meeting held on August 5, 2014 to comply with the
conditions of the notification for thesame.
Public Deposits
During the year under review, your Company has neither invited nor
accepted any deposits fromthe public.
Listing
The Equity Shares of your Company are listed on BSE Limited and the
National Stock Exchange of India Limited. It may be noted that there
are no payments outstanding to the Stock Exchanges by way of Listing
Fees, etc.
Corporate Governance
The Company has taken adequate steps to ensure that the conditions of
corporate governance as stipulated in clause 49 of the listing
agreement of the stock exchange are complied with. A separate statement
on corporate governance together with the auditor''s certificate of
its compliance forms part ofthisannual report.
Management Discussion & Analysis
Management discussion and analysis of the financial condition and
results of operations of the Company for the period under review as
required under Clause 49 of the Listing Agreement with the Stock
Exchanges, is given in a separate statement in the Annual Report.
Employee Relations
The relationship with the employees continues to be cordial. The
Directors would like to place on record their appreciation of the
services rendered by all the employees ofthe Company.
Subsidiaries
Viceroy Chennai Hotels & Resorts Private Limited:
Viceroy Chennai Hotels & Resorts Private Limited has no operations
commenced as on date.
Minerva Hospitalities Private Limited:
Minerva Hospitalities Private Limited has no operations during theyear.
Cafe D Lake Private Limited:
M/s Cafe D''Lake Private Limited which operates all the restaurants
businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat
Street and Water Front has achieved a turnover of Rs.30.82 Crores for
the year ended March 31,2014 as against Rs.31.44Crores for the previous
year. The Net profit for the year ended March 31, 2013 is Rs.0.57
Crores as against Rs.0.60 Crores in the previous year.
Crustum Products Private Limited:
M/s Crustum Products Private Limited is the Master Franchisee of
Breadtalk Singapore. During the year the Company is running
outletsatMumbai, Gurgoan, Bangaloreand Hyderabad.
During the year under review, the Company achieved a turnover of
Rs.2.86 Crores as against Rs.5.28 Crores for the previous year. The Net
loss for the year ended March 31,2014 is Rs. 2.21 Crores as against net
loss of Rs.1.42 Crores in thePreviousYear.
In terms of section 212 of the Companies Act, 1956, your Company is
required to attach the directors report, balance sheets, profit and
loss account of its subsidiary companies to its Annual Report. However,
the Ministry of Corporate Affairs (MCA), Government of India, New Delhi
vide its Circular No.2/2011, dated: 08-02-2011 has granted a general
exemption to all the Companies for not attaching the above documents of
subsidiaries with the Annual Report of the Holding Company, subjectto
compliance of the conditions specified therein.
As required under the said general circular, the Board of Directors of
your Company at its meeting held on August 5, 2014, has given its
specific consent for not attaching the balance sheets of its
subsidiaries, as they would be made available to its members at the
Company''s website.
In terms of the said notification of the MCA, a summary of the
financial information of each of the subsidiaries of your Company is
provided as Annexure "A" to this report. Any member intends to have a
certified copy of the Balance Sheet and other financial statements of
these subsidiaries may write to the Company. Accordingly, this annual
report does not contain the reports and other statements of the
subsidiary companies. These documents will also be available for
inspection during the business hours at the registered office of the
company and also at the registered offices of the respective subsidiary
companies.
Acknowledgments
Your Directors acknowledge with gratitude and wish to place on record
their sincere thanks and appreciation for the co- operation received by
the Company from various Departments of Central/ State Government,
Financial Institutions and Banks for their continued co-operation and
the support extended during the year. Your Directors also wish to
acknowledge the continued support and confidence reposed in the
management by the Shareholders.
By Order and on behalf of the Board
Hyderabad August 5,2014 Sd/-
P. Prabhakar Reddy
Chairman
Mar 31, 2013
Dear Shareholders,
The Directors are pleased to present the 48th Annual Report and the
audited accounts for the financial year ended March 31, 2013.
Performance / Financial Results
The financial performance of the Company, for the year ended March 31,
2013 is summarized below:
(Rupees in Lakhs)
PARTICULARS STANDALONE CONSOLIDATED
2012-2013 2011-2012 2012-2013 2011-2012
Income from
Operations 7218.91 7380.45 10891.73 11034.66
Other Income 18.77 14.93 18.91 15.04
Total Revenue 7237.68 7395.38 10910.64 11049.70
Profit before
Interest and
Depreciation 3038.15 3265.02 3223.65 3712.36
Interest 2270.06 2196.64 2381.66 2313.71
Depreciation 1331.56 1312.38 1489.99 1467.73
Profit / Loss
before Tax (563.47) (244.01) (648.01) (69.09)
Provision for
Current Tax 13.78 30.35 70.39
Deferred Tax 14.94 71.50 14.62 81.15
Profit / Loss
after Tax (578.41) (329.29) (692.97) (220.63)
Dividend:
The Board does not recommend any dividend for the financial year.
Directors:
During the year under review, Mr. Rakesh Jhunjhunwala, Director of the
Company expressed his concern that he was unable to attend all the
Board Meetings due to time constraints. He felt that being on the Board
of a Company and not in a position to attend all the Board Meetings is
not in interest of Good Corporate Governance. Hence, Mr. Rakesh
Jhunjhunwala tendered his resignation as director of the Company with
effect from October 15,2012.
Mr. K. Jayabharat Reddy and Mr. R. Subramanian, Directors of the
Company retire by rotation at the ensuing Annual General Meeting.
Mr. R. Subramanian due to personal reason did not offer himself for
re-appointment. The Board expressed its gratitude toMr.R. Subramanian
for his association with the Company.
However, Mr. K. Jayabharat Reddy, Director of the Company retire by
rotation and being eligible, offered himself for reappointment and
brief particulars of him is given in the Annexure to the Notice of this
Annual General Meeting. The Board recommends his re-appointment as
Director of the Company.
Status of ''Bangalore Hotel Project'':
As far as the Bangalore Hotel Project "Renaissance" is concerned, it is
a joint venture between J.P.Morgan having 60% stake and Viceroy Hotels
Ltd. having 40% stake. The new Company underthe name of Viceroy
Bangalore Hotels Private Limited is formed for taking up the Bangalore
Hotel Project under the joint venture arrangement. The project work is
almost at nearing stage as all the civil works are completed and
interiors of rooms and public areas and the mechanical works are almost
at the finishing stage. The hotel is situated in a very prime location
in Bangalore i.e. opposite Race Course. It is a tall structure with 23
floors and has 277 guest rooms, a three-meal restaurant, bar lounge and
a large multi-cuisine restaurant on the top most floor of the hotel
with a breath taking view of the city. It has also multi function
banquet halls with varied sizes and has also a large function lawn. As
per the progress at the site, the project is likely to be completed by
January, 2014.
Saleof''Chennai Project Division'' :
Members are aware that during the year under review, the ''Chennai
Project Division'' comprising the ''Chennai Hotel Project'' i.e.
J.W.Marriott Hotel Project, Chennai and ''Chennai Residential Project'',
has been sold to Ceebros Hotels Private Limited for a sale
consideration of Rs.480 Crores. The Agreement of Sale is registered
with Sub-Registrar Office, Mylapore, Chennai. The necessary permissions
for selling the J.W.Marriott Hotel Project at Chennai was obtained from
our Company''s General Body through postal ballot dt.17.06.2013 The same
has been informed to the Stock Exchanges. As per the Agreement and
arrangement with the banks, the transaction has to be closed by the end
of September, 2013. Viceroy Hotels Ltd. is in the process of getting
NOCs from the participating banks viz. State Bank of India, State Bank
of Mysore, State Bank of Bikaner & Jaipur, Indian Overseas Bank,
Allahabad Bank and UCO Bank. The sale transaction will be concluded by
the end of September, 2013.
Auditors :
M/s. P. Murali & Co., Chartered Accountants, Hyderabad, the present
auditors of the Company, retires at the ensuing Annual General Meeting
and is eligible for re-appointment as Statutory Auditors. The Company
has received letter from them to the effect that their re-appointment,
if made, would be within the prescribed limits under Section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for
reappointment within the meaning of Section 226 of the said Act. The
Audit Committee of the Board has recommended their re-appointment and
the Board of Directors commends the Resolution for their
re-appointment.
ExplanationtoObservations in the Auditors'' Report :
With respect to the audit observation in point no. XI of the Annexure
to Auditors'' Report for the standalone financial statements for the
financial year, the Board has noted the observation and hereby inform
the members that Viceroy Hotels Ltd. had defaulted in the repayment of
loans and also paying interest amounts to the banks. This is due to the
fact that for a quite some time, Viceroy Hotels Ltd. was planning to
exit from the Chennai Hotel property. The loans pertaining toChennai
Hotel Project could not be repaid and interests could not beserviced
due to the fact that the project is not completed and repayment of the
loans have started as per the original schedule. Now that, the Chennai
Hotel property is sold with the cooperation of the banks, all the
Chennai Project loans are going to be repaid. Once repayment is done
through the sale proceeds of Chennai Hotel Project, there will not be
any loan defaults to any bank by Viceroy Hotels Ltd.
Directors'' Responsibility Statement :
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts for the year ended March
31, 2013, the applicable accounting standards read with requirements
set out under Schedule VI to the Companies Act, 1956, have been
followed and there arenomaterial departures from the same;
(ii) 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 CompanyasatMarch 31, 2013 and of the profitofthe Company for the
year ended onthat date;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Companyona
''going concern'' basis.
Particulars of Employees :
No employee was in receipt of remuneration exceeding the limits
prescribed under Section 217(2A) of the Companies Act, 1956 and the
rules framed there under,asamended to date.
Information required under Section 217 (1) (e) of the Companies Act
1956 read with the Companies (Disclosure of Particulars in the report
of BoardofDirectors) Rules, 1988 :
Your Company''s effort towards conservation of energy, which results in
savings in consumption of electricity, a significant component of the
energy cost, is an ongoing process. The Company continues to absorb and
upgrade modern technologies and advanced hotel management techniques in
various guest contact areas, which include wireless internet
connectivity in the hotels.
As 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, the information relating to foreign
exchange earnings and outgoisinitem nos 32, 33 & 34 of Notes to
Accounts of the Balance Sheet and Profit and Loss Account.
Compliance with Notification No. S.O. 301(E) dated 8th February, 2011
issued by the Ministry of Corporate Affairs underSection
211(3)oftheCompanies Act,1956:
Since Central Government had issued a notification No. S.O. 301 (E)
dated 8th February, 2011 in exercise of the powers conferred by Section
211 (3) of the Companies Act, 1956 granting general exemption to some
specified class of companies, including hotel companies, from
disclosing certain information in their profit and loss account as
required under Part-II of Schedule VI of the Companies Act, 1956
subject to fulfilment of few conditions, your Company has duly complied
with all conditions of the notification to seek general exemption under
Section 211 (4) of the Companies Act, 1956, paras 3(i)(a) and 3(ii)(d)
of Part II of Schedule VI of the Companies Act, 1956 dealing with the
disclosure of quantitative details of turnover of each class of goods,
opening and closing stock, purchases, production and consumption of raw
material in the financial statements for the financial year ended 31st
March, 2013. Your Board has passed necessary resolution at its meeting
held on August 12, 2013 to comply with the conditions of the
notification for the same.
Public Deposits :
During the year under review, your Company has neither invited nor
accepted any deposits from the public.
Listing :
The Equity Shares of your Company are listed on BSE Limited and the
National Stock Exchange of India Limited. It may be noted that there
are no payments outstanding to the Stock Exchangesbyway of Listing
Fees, etc.
CorporateGovernance:
The Company has taken adequate steps to ensure that the conditions of
corporate governance as stipulated in clause 49 of the listing
agreement of the stock exchange are complied with. A separate statement
on corporate governance together with the auditor''s certificateofits
compliance forms part of this annual report.
ManagementDiscussion&Analysis:
Management discussion and analysis of the financial condition and
results of operations of the Company for the period under review as
required under Clause 49 of the Listing Agreement with the Stock
Exchanges, is given in a separate statementinthe Annual Report.
EmployeeRelations:
The relationship with the employees continues to be cordial. The
Directors would like to place on record their appreciation of the
services rendered by all the employeesofthe Company.
Subsidiaries :
Viceroy Chennai Hotels & Resorts Private Limited :
Viceroy Chennai Hotels & Resorts Private Limited has no operations
commencedasondate.
Minerva Hospitalities Private Limited :
Minerva Hospitalities Private Limited hasnooperations during the year.
CaféDLake Private Limited :
M/s Café D''Lake Private Limited which operates all the restaurants
businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat
Street and Water Front has achieved a turnover ofRs. 31.44 Crores for
the year ended March 31, 2013 as against Rs.30.59 Crores for the
previous year. The Net profit for the year ended March 31, 2013 is
Rs.0.60 Crores as against Rs.1.06 Croresinthe previous year.
Crustum Products Private Limited :
M/s Crustum Products Private Limited is the Master
FranchiseeofBreadtalk Singapore. The Companyisrunning out lets at In
Orbit Mall, Malad, Mumbai, BG House, Hiranandani, Powai, Mumbai,
Gurgoan, New Delhi, Spencer''s Mall, Bangalore QMart- Hyderabad.
During the year under review, the Company achieved a turnover of
Rs.5.29 Crores as against Rs.5.95 Crores for the previous year. The Net
loss for the year ended March 31, 2013 is Rs. 1.74 Croresasagainst net
profit of Rs.0.02 Crores in the Previous Year.
In terms of section 212 of the Companies Act, 1956, your Company is
required to attach the directors report, balance sheets, profit and
loss account of its subsidiary companies to its Annual Report. However,
the Ministry of Corporate Affairs (MCA), Government of India, New Delhi
vide its Circular No.2/2011, dated: 08-02-2011 has granted a general
exemption to all the Companies for not attaching the above documents of
subsidiaries with the Annual Report of the Holding Company,
subjecttocompliance of the conditions specified therein.
As required under the said general circular, the Board of Directors of
your Company at its meeting held on August 12, 2013 has given its
specific consent for not attaching the balance sheets of its
subsidiaries, as they would be made availabletoits members at the
Company''s website.
In terms of the said notification of the MCA, a summary of the
financial information of each of the subsidiaries of your Company is
provided as Annexure "A" to this report. Any member intends to have a
certified copy of the Balance Sheet and other financial statements of
these subsidiaries may write to the Company. Accordingly, this annual
report does not contain the reports and other statements of the
subsidiary companies. These documents will also be available for
inspection during the business hours at the registered office of the
Company and also at the registered offices of the respective subsidiary
companies.
Acknowledgements:
Your Directors acknowledge with gratitude and wish to place on record
their sincere thanks and appreciation for the co- operation received by
the Company from various Departments of Central/ State Government,
Financial Institutions and Banks for their continued co-operation and
the support extended during the year. Your Directors also wish to
acknowledge the continued support and confidence reposed in the
management by the Shareholders.
By Order and on behalf of the Board
Hyderabad August 12,2013 Sd/-
P. Prabhakar Reddy
Chairman
Mar 31, 2012
The Directors are pleased to present the 47th Annual Report and the
audited accounts for the financial year ended March 31, 2012.
Performance / Financial Results
The financial performance of the Company, for the year ended March 31,
2012 is summarized below:
(Rupees in Lakhs)
PARTICULARS STANDALONE CONSOLIDATED
2011-2012 2010-2011 2011-2012 2010-2011
Income from
Operations 7395.38 7360.99 11049.70 10965.94
Profit before
interest, depreciation
and tax 3265.02 3409.56 3712.36 4069.78
Interest 2196.64 2205.87 2313.71 2327.03
Depreciation 1312.38 1306.68 1467.74 1450.57
Provision for Tax &
Deferred Tax 85.28 125.71 151.54 212.61
Profit after Tax (329.29) (228.70) (220.63) 79.57
Balance carried
to Balance Sheet 1090.21 1419.50 2244.35 2464.68
Dividend
The Board does not recommend any dividend for the financial year.
Directors
Mr. A. Vijayavardhan Reddy and Mr. P. Narendra retire by rotation and
being eligible, offered themselves for re- appointment and brief
particulars of respective persons are given in the Annexure to the
Notice of this Annual General Meeting. The Board recommends their
re-appointment as Directors of the Company.
Hiving-off 'Bangalore Project DivisionÃ
Members are aware that during the year under review your Company has
successfully completed the hiving-off of 'Bangalore Project DivisionÃ
to 'Viceroy Bangalore Hotels Private Limitedà in which 'JPMorgan India
Property Mauritius Company IIÃ has strategically invested Rs.90 Crores
consequent to which 'Viceroy Bangalore Hotels Private Limitedà ceased
to be Subsidiary of your Company with effect from July 28,2011 and
continuing as an Associate Company with a holding of 60,00,000 equity
shares of Rs.10/- each representing 40% of the total equity capital.
The Board is also pleased to inform you that the construction of
Bangalore 'Renaissanceà a 277 Room Five Star Deluxe Hotel is in final
Stage and expected to be operational in the first Quarter of the FY
2013-2014.
Hiving-off 'Chennai Project DivisionÃ
Members are aware that during the year under review the Company has
passed a Resolution through postal ballot process conducted on June
03,2011 for hiving-off' Chennai Hotel ProjectÃ. Subsequent to the
passing of the resolution M/s. Mahal Hotel Private Limited came forward
to acquire the 'JW Marriott Project, Chennaià through slump sale
process. 'Mahal Hotel Private Limitedà had already tied-up for debt
from a couple of banks and is in the process of completing the
transaction. The Board of Directors are confident to close the sale
transaction by the end of FY 2012- 2013.
Directorsà Responsibility Statement
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directorsà Responsibility Statement, it is
hereby confirmed that:
(i) in the preparation of the annual accounts for the year ended March
31,2012, the applicable accounting standards read with requirements set
out under Schedule VI to the Companies Act, 1956, have been followed
and there are no material departures from the same;
(ii) 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 as at March 31, 2012 and of the profit of the Company
for the year ended on that date;
(iii) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities; and
(iv) the Directors have prepared the annual accounts of the Company on
a 'going concernà basis.
Auditors
M/s. P. Murali & Co., Chartered Accountants, Hyderabad, the present
auditors of the Company, retires at the ensuing Annual General Meeting
and is eligible for re-appointment as Statutory Auditors. The Company
has received letter from them to the effect that their re-appointment,
if made, would be within the prescribed limits under Section 224(1B) of
the Companies Act, 1956 and that they are not disqualified for
reappointment within the meaning of Section 226 of the said Act. The
Audit Committee of the Board has recommended their re-appointment and
the Board of Directors commends the Resolution for their re-appointment.
Explanation to Observations in the AuditorÃs Report
With respect to the audit observations in Point No.XI of the Annexure
to AuditorÃs Report for the standalone financial statements for the
financial year, the Board has noted the observation and hereby inform
the Members that as per the understanding with the proposed Purchaser
of Chennai Hotel Project, the interest on the loans of the Chennai
Hotel Project has to be borne by the Purchaser. Since the sale
transaction is not yet completed, the interest dues of the Chennai
Hotel Project is still being shown as bank interest due of Viceroy
Hotels Limited.
Particulars of Employees
No employee was in receipt of remuneration exceeding the limits
prescribed under Section 217(2A) of the Companies Act, 1956 and the
rules framed there under, as amended to date.
Information required under Section 217 (1) (e) of the Companies Act
1956 read with the Companies (Disclosure ot Particulars in the report
of Board of Directors) Rules, 1988
Your CompanyÃs effort towards conservation of energy, which results in
savings in consumption of electricity, a significant component of the
energy cost, is an ongoing process. The Company continues to absorb and
upgrade modern technologies and advanced hotel management techniques in
various guest contact areas, which include wireless internet
connectivity in the hotels.
As 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, the information relating to foreign
exchange earnings and outgo is in item nos 32,33 & 34 of Notes to
Accounts of the Balance Sheet and Profit and Loss Account (In Item No.
34, 35 & 36 of Notes to Accounts of Consolidated Balance Sheet and
Profit and Loss Account).
Compliance with Notification No. S.0.301(E) dated 8th February, 2011
issued by the Ministry of Corporate Affairs under Section 211(3) of the
Companies Act,1956
Since Central Government had issued a notification No. S.0.301 (E)
dated 8th February, 2011 in exercise of the powers conferred by Section
211 (3) of the Companies Act, 1956 granting general exemption to some
specified class of companies, including hotel companies, from
disclosing certain information in their profit and loss account as
required under Part-II of Schedule VI of the Companies Act, 1956 subject
to fulfilment of few conditions, your Company has duly complied with
all conditions of the notification to seek general exemption
under Section 211 (4) of the Companies Act, 1956, paras 3(i)(a) and
3(ii)(d) of Part II of Schedule VI of the Companies Act, 1956 dealing
with the disclosure of quantitative details of turnover of each class
of goods, opening and closing stock, purchases, production and
consumption of raw material in the financial statements for the
financial year ended 31st March, 2012. Your Board has passed necessary
resolution at its meeting held on August 14,2012 to comply with the
conditions of the notification for the same.
Public Deposits
During the year under review, your Company has neither invited nor
accepted any deposits from the public.
Listing
The Equity Shares of your Company are listed on BSE Limited and the
National Stock Exchange of India Limited. It may be noted that there
are no payments outstanding to the Stock Exchanges by way of Listing
Fees, etc.
Corporate Governance
The Company has taken adequate steps to ensure that the conditions of
corporate governance as stipulated in clause 49 of the listing
agreement of the stock exchange are complied with. A separate statement
on corporate governance together with the auditorÃs certificate of its
compliance forms part of this annual report.
Management Discussion& Analysis
Management discussion and analysis of the financial condition and
results of operations of the Company for the period under review as
required under Clause 49 of the Listing Agreement with the Stock
Exchanges, is given in a separate statement in the Annual Report.
Employee Relations
The relationship with the employees continues to be cordial. The
Directors would like to place on record their appreciation of the
services rendered by all the employees of the Company.
SUBSIDIARIES Viceroy Chennai Hotels & Resorts Private Limited:
During the year under review, Viceroy Chennai Hotels & Resorts Private
Limited has no operations.
Minerva Hospitalities Private Limited:
During the year under review, Minerva Hospitalities Private Limited has
no operations.
Cafe D Lake Private Limited:
M/s Cafe DÃLake Private Limited which operates all the restaurants
businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat
Street and Water Front has achieved a turnover of Rs. 30.59 Crores for
the year ended 31st March 2012 as against Rs.29.90 Crores for the
previous year. The Net profit for the year ended 31st March 2012 is
Rs.1.07 Crores as against Rs.2.85 Crores in the previous year.
Crustum Products Private Limited:
M/s Crustum Products Private Limited is the Master Franchisee of
BreadtalkSingapore. The Company is running out lets at In Orbit Mall,
Malad, Mumbai, BG House, Hiranandani, Powai, Mumbai, Gurgoan, Ascendas
Mall, Bangalore, SpencerÃs Mall, Bangalore, Q Mart- Hyderabad.
During the year under review, the Company achieved a turnover of
Rs.5.95 Crores as against Rs.6.14 Crores for the previous year. The Net
profit for the year ended 31st March 2012 is Rs. 2.07 Lakhs as against
net profit of Rs. 23.26 Lakhs.
In terms of section 212 of the Companies Act, 1956, your Company is
required to attach the directors report, balance sheets, profit and
loss account of its subsidiary companies to its Annual Report. However,
the Ministry of Corporate Affairs (MCA), Government of India, New Delhi
vide its Circular No.2/2011, dated: 08-02-2011 has granted a general
exemption to all the Companies for not attaching the above documents of
subsidiaries with the Annual Report of the Holding Company, subject to
compliance of the conditions specified there in.
As required under the said general circular, the Board of Directors of
your Company at its meeting held on August 14, 2012 has given its
specific consent for not attaching the balance sheets of its
subsidiaries, as they would be made available to its members at the
CompanyÃs website.
In terms of the said notification of the MCA, a summary of the financial
information of each of the subsidiaries of your Company is provided as
Annexure "A" to this report. Any member intends to have a certified
copy of the Balance Sheet and other financial statements of these
subsidiaries may write to the Company. Accordingly, this annual report
does not contain the reports and other statements of the subsidiary
companies. These documents will also be available for inspection during
the business hours at the registered office of the company and also at
the registered offices of the respective subsidiary companies.
Acknowledgements
Your Directors acknowledge with gratitude and wish to place on record
their sincere thanks and appreciation for the co- operation received
by the Company from various Departments of Central/ State Government,
Financial Institutions and Banks for their continued co-operation and
the support extended during the year. Your Directors also wish to
acknowledge the continued support and confidence reposed in the
management by the Shareholders.
By Order and on behalf of the Board
Hyderabad
August 14,2012 Sd/-
P. Prabhakar Reddy
Chairman
Mar 31, 2011
Dear Shareholders,
The Directors have pleasure in presenting the 46th Annual Report of
the Company together with the Audited Accounts for the year ended 31st
March 2011.
Performance / Financial Results
(Rupees in Lakhs)
PARTICULARS STANDALONE CONSOLIDATED
2010-2011 2009-2010 2010-2011 2009-2010
Income from Operations 7360.99 6424.30 10965.94 9754.29
Profit before interest,
depreciation and tax 3409.56 2915.00 4069.78 3577.23
Interest 2205.87 1755.02 2327.03 1955.56
Depreciation 1306.68 1148.87 1450.57 1292.26
Provision for Tax &
Deferred Tax 125.71 148.02 212.61 212.44
Profit after Tax (228.70) (136.90) 79.57 116.97
Balance carried to
Balance Sheet 1419.50 1648.19 2464.68 2385.12
Dividend
The Board does not recommend any dividend for the financial year.
Hiving-off Bangalore Project Division'
Your Directors have pleasure to inform you that the Company has
successfully completed the hiving-off of ÃBangalore Project Division'
to Viceroy Bangalore Hotels Private Limited on July 27, 2011 and your
Company has been allotted 59,90,000 equity shares of Rs.10/- each at a
price of Rs.78.96/- per share as a part consideration for the sale of
the said Division. Your Directors also have pleasure to inform you that
JPMorgan India Property Mauritius Company II has infused a strategic
investment of Rs.74 Crores as a first trench out of Rs.90 Crores by
subscribing 74,00,000 equity shares of Rs.10/- each at a price of
Rs.100/- per share in the equity share capital of Viceroy Bangalore
Hotels Private Limited. Consequent to which Viceroy Bangalore Hotels
Private Limited ceased to be Subsidiary of your Company with effect
from July 28, 2011 and will continue as an Associate Company. The Board
is also pleased to inform you that the construction of Bangalore
ÃRenaissance' a 277 Room Five Star Deluxe Hotel is in advanced stage
and expected to be operational in 2012.
Hiving-off ÃChennai Project Division'
Considering the various aspects and strategic viewpoint, the Board of
Directors of your Company felt that it would be prudent to divest
ÃChennai Project Division' comprising ÃChennai Hotel Project' and
ÃChennai Residential Project' to pay-off its debts substantially as
well as utilize in the growth of the business of your Company and
accordingly the Shareholders of the Company have accorded their consent
by way of postal ballot conducted on June 03, 2011 for hiving-off the
said Project on slump sale basis as going concern and the said slump
sale is expected to be completed in the FY 2011-2012. This will not
only result in reduction of debt to the tune of Rs.450 Cr. but also
will give Rs.100 Cr. of inflows into the Company.
Directors
The Board of Directors regret to inform about sudden demise of Mr. P.
Shivakumar Reddy on February 23, 2011 and the Board recorded its
gratitude and deep condolence in this regard.
Mr. K. Narasimha Rao and Mr. A. Poornachandra Rao retire by rotation
and being eligible, offered themselves for re-appointment and brief
particulars of these persons, are given in the Explanatory Statement to
the Notice of this Meeting. The Board commends their re-appointment as
Directors of the Company.
Directors' Responsibility Statement
In pursuance of Section 217(2AA) of the Companies Amendment Act, 2000
your directors confirm
i) That the directors in the preparation of the annual accounts the
applicable accounting standards have been followed along with proper
explanations relating to material departures.
ii) That 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.
iii) That the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safe guarding the assets of the company and
for preventing and detecting fraud and other irregularities.
iv) That the directors had prepared the annual accounts on the going
concern basis.
Auditors
M/s. P. Murali & Co., Chartered Accountants, Hyderabad, the present
auditors of the Company, retire at the forthcoming Annual General
Meeting and are eligible for re-appointment as auditors. Members are
requested to re-appoint them and fix their remuneration. The Company
has received confirmation from the firm to the effect that their
reappointment, if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956 and they are not
disqualified for re-appointment within the meaning of Section 226 of
the said Act. The Audit Committee of the Board has recommended their
re-appointment.
Particulars of Employees
No employee was in receipt of remuneration exceeding the limits
prescribed under section 217(2A) of the Companies Act, 1956 and the
rules framed there under, as amended to date.
Information required under Section 217 (1) (e) of the Companies Act
1956 read with the Companies (Disclosure of Particulars in the report
of Board of Directors) Rules, 1988
Your Company's effort towards conservation of energy, which results in
savings in consumption of electricity, a significant component of the
energy cost, is an ongoing process. The Company continues to absorb and
upgrade modern technologies and advanced hotel management techniques in
various guest contact areas, which include wireless internet
connectivity in the hotels.
As 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, the information relating to foreign
exchange earnings and outgo is in item nos 8,9 & 10 of Notes to
Accounts of the Balance Sheet and Profit and Loss Account.
Compliance with Notification No. S.O. 301(E) dated 8th February, 2011
issued by the Ministry of Corporate Affairs under Section 211(3) of the
Companies Act, 1956
Since Central Government had issued a notification No. S.O. 301 (E)
dated 8th February, 2011 in exercise of the powers conferred by Section
211 (3) of the Companies Act, 1956 granting general exemption to some
specified class of companies, including hotel companies, from
disclosing certain information in their profit and loss account as
required under Part-II of Schedule VI of the Companies Act, 1956
subject to fulfilment of few conditions, your Company has duly complied
with all conditions of the notification to seek general exemption under
Section 211 (4) of the Companies Act, 1956, paras 3(i)(a) and 3(ii)(d)
of Part II of Schedule VI of the
Companies Act, 1956 dealing with the disclosure of quantitative details
of turnover of each class of goods, opening and closing stock,
purchases, production and consumption of raw material in the financial
statements for the financial year ended 31st March, 2011. Your Board
has passed necessary resolution at its meeting held on August 13, 2011
to comply with the conditions of the notification for the same.
Public Deposits
During the year under review, your company has neither invited nor
accepted any deposits from the public.
Listing
The Equity Shares of your Company are listed on Bombay Stock Exchange
Limited and the National Stock Exchange of India Limited. It may be
noted that there are no payments outstanding to the Stock Exchanges by
way of Listing Fees, etc.
Corporate Governance
The company has taken adequate steps to ensure that the conditions of
corporate governance as stipulated in clause 49 of the listing
agreement of the stock exchange are complied with. A separate statement
on corporate governance together with the auditor's certificate of its
compliance forms part of this annual report.
Management Discussion & Analysis
Management discussion and analysis of the financial condition and
results of operations of the Company for the period under review as
required under Clause 49 of the Listing Agreement with the Stock
Exchanges, is given in a separate statement in the Annual Report.
Employee Relations
The relationship with the employees continues to be cordial. The
Directors would like to place on record their appreciation of the
services rendered by all the employees of the Company.
Subsidiaries
Viceroy Bangalore Hotels Private Limited:
During the financial year under review, your Company has entered into a
Business Transfer Agreement (BTA) with its wholly owned subsidiary
namely Viceroy Bangalore Hotels Private Limited' for transfer of
ÃBangalore Project Division' on slump sale basis as a going concern.
Accordingly, your Company has transferred the said Division on July 27,
2011 and as a part consideration the said Company has allotted
59,90,000 equity shares of Rs.10/- each at a price of Rs.78.96/- per
share.
Your Directors also have pleasure to inform you that JPMorgan India
Property Mauritius Company II has infused a strategic investment of
Rs.74 Crores as a first trench out of Rs.90 Crores by subscribing
74,00,000 equity shares of Rs.10/- each at a price of Rs.100/- per
share in the equity share capital of Viceroy Bangalore Hotels Private
Limited. Consequent to which Viceroy Bangalore Hotels Private Limited
ceased to be Subsidiary of your Company and will continue as an
associate company with effect from July 28, 2011.
Currently, Viceroy Bangalore Hotels Private Limited is establishing and
developing a 277 Room First Class business hotel to be branded as
"Renaissance" at Race Course Loop Lane, Bangalore.
Viceroy Chennai Hotels & Resorts Private Limited:
During the financial year under review your Company has incorporated on
June 04, 2010 a wholly owned subsidiary namely Viceroy Chennai Hotels &
Resorts Private Limited' and there were no operations commenced as on
date.
Minerva Hospitalities Private Limited:
Minerva Hospitalities Private Limited has no operations during the
year.
CafE D Lake Private Limited:
CafE D'Lake Private Limited which operates all the restaurants
businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat
Street and Water Front has achieved a turnover of Rs. 29.90 Crores for
the year ended 31st March 2011 as against Rs.28 Crores for the previous
year. The Net profit for the year ended 31st March 2011 is Rs.2.85
Crores as against Rs.2.82 Crores.
Crustum Products Private Limited:
Crustum Products Private Limited is the Master Franchisee of Breadtalk
Singapore. The Company is running out lets at In Orbit Mall, Malad,
Mumbai, BG House, Hiranandani, Powai, Mumbai, Gurgoan, New Delhi,
Spencer's Mall, Bangalore Q Mart- Hyderabad.
During the year under review, the company achieved a turnover of
Rs.6.14 Crores as against Rs.5.30 Crores for the previous year. The Net
profit for the year ended 31st March 2011 is Rs.23.26 Lakhs as against
net loss of Rs.28.16 Lakhs.
In terms of section 212 of the Companies Act, 1956, your Company is
required to attach the directors report, balance sheets, profit and
loss account of its subsidiary companies to its Annual Report. However,
the Ministry of Corporate Affairs (MCA), Government of India, New Delhi
vide its Circular No.2/2011, dated: 08-02-2011 has granted a general
exemption to all the Companies for not attaching the above documents of
subsidiaries with the Annual Report of the Holding Company, subject to
compliance of the conditions specified therein. As required under the
said general circular, the Board of Directors of your Company at its
meeting held on August 13, 2011 has given its specific consent for not
attaching the balance sheets of its subsidiaries, as they would be made
available to its members at the company's website.
In terms of the said notification of the MCA, a summary of the
financial information of each of the subsidiaries of your Company is
provided as Annexure "A" to this report. Any member intends to have a
certified copy of the Balance Sheet and other financial statements of
these subsidiaries may write to the Company. Accordingly, this annual
report does not contain the reports and other statements of the
subsidiary companies. These documents will also be available for
inspection during the business hours at the registered office of the
company and also at the registered offices of the respective subsidiary
companies.
Acknowledgements
Your Directors acknowledge with gratitude and wish to place on record
their sincere thanks and appreciation for the co-operation received by
the Company from various Departments of Central/ State Government,
Financial Institutions and Banks for their continued co-operation and
the support extended during the year. Your Directors also wish to
acknowledge the continued support and confidence reposed in the
management by the Shareholders.
By Order and on behalf of the Board
Hyderabad
August 13, 2011 SD/-
P. PRABHAKAR REDDY
CHAIRMAN
Mar 31, 2010
The Directors have pleasure in presenting the Forty Fifth Annual
Report together with the Audited Accounts of the Company for the year
ended 31st March 2010.
PERFORMANCE / FINANCIAL RESULTS OF THE COMPANY
PARTICULARS 2009-10 2008-09
Income from Operations 6424.30 6995.13
Profit before interest, depreciation
and tax 2915.00 4013.69
Interest 1755.02 1460.83
Depreciation 1148.87 1078.77
Provision for Tax & FBT &
Deferred Tax 148.02 94.25
Profit after Tax (136.90) 347.59
Balance Carried to Balance Sheet 1648.19 1785.10
PROJECTS UNDER IMPLEMENTATION:
Chennai Project:
The Board is pleased to inform you that the Chennai JW Marriott hotel
project is in advanced stage of construction. The company is
constructing 387 room 5- star deluxe hotel. The Hotel would be
operational during the current financial year. The company has signed
the Management Contract with M/s.Marriott International Inc, USA for
the "JW Marriott" brand.
Bangalore Project:
The Board is pleased to inform you that the Bangalore Renaissance hotel
project is in advanced stage of construction. The company is
constructing 277 room 5- star deluxe hotel. The Hotel would be
operational during the current financial year. The company has signed
the Management Contract with M/s.Marriott International Inc, USA for
the "Renaissance" brand.
Hyderabad Courtyard Project:
The Board is pleased to inform you that the business hotel under brand
name "Courtyard by Marritot" in Hyderabad is complete and handed over
to Marriott team for operations of the hotel. The hotel began
operations during the financial year under review.
SUBSIDIARY COMPANY PERFORMANCE:
Cafe D Lake Private Limited:
M/s Cafe DLake Private Limited which operates all the restaurants
businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat
Street and Water Front has achieved a turnover of Rs.2800.05 lakhs for
the year ended 31st March 2010 as against Rs.3007.16 lakhs for the
previous year. The Net profit for the year ended 31st March 2010 is
Rs.282.17 lakhs as against Rs.285.46 lakhs.
Crustum Products Private Limited:
M/s Crustum Products Private Limited is the Master Franchisee of
Breadtalk Singapore. The company is operating out lets at In orbit
mall, Malad, Mumbai, BG House, Hiranandani, Powai, Mumbai, Gurgoan, New
Delhi, Spencers Mall, Bangalore, Q Mart - Hyderbad.
During the year under review, the company achieved a turn over of
Rs.529.87 lakhs as against Rs.796.06 lakhs for the previous year. The
profitability margins are very thin due to higher rentals and power
costs across the outlets and the company is negotiating with the
landlords to reduce the rentals and also working out the revenue
sharing mechanism so, that the fixed cost would be minimal for the
company during lean months.
Minerva Hospitalities Private Limited:
M/s Minerva Hospitalities Private Limited has no operations during the
year.
DIVIDEND:
The Board does not recommend any dividend during the year under review.
DIRECTORS:
Mr.KJayabharat Reddy and Mr. R.Subramanian retire by rotation and being
eligible offered themselves for re-appointment.
AUDITORS:
M/s. P.MURALI & CO., Chartered Accountants, Auditors of the company
retires at the ensuing Annual General Meeting. The Company received a
letter from them expressing their willingness to be re-appointed as
statutory auditors. The company has received a certificate from the
Auditors to the effect that their appointment, if made will be in
accordance with the provisions of Section 224(lB) of the Companies Act,
1956. Hence the Board recommends their appointment as statutory
auditors for the FY2010-11.
AUDIT REPORT:
Regarding the Auditors observations and comments in their report for
the financial year 2009-10, they are self-explanatory and the company
is making efforts /steps to comply the same.
PARTICULARS OF EMPLOYEES:
The particulars of employees as required under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 forms part of this Report. However, as per the provisions
of Section 219(l)(b) of the Companies Act 1956, the Report and Accounts
that are being circulated to shareholders do not include the Statement
of Particulars of Employees under section 217(2A) of the Act. Any
shareholder interested in obtaining a copy of the above statement can
write to the Company Secretary at the Registered Office of the company.
Information required under Section 217(l)(e) of the Companies Act 1956
read with the Companies (Disclosure of Particulars in the report of
Board of Directors) Rules, 1988.
a) Conservation of Energy:
Proper Control points are set up at all levels to identify the wastage
in Power & Fuel consumption and to take/initiate corrective steps.
b) Research and Development and Technology Absorption:
i) Our Research & Development cell has been making continuous efforts
to ensure the best quality standards.
ii) No technology either indigenous or Foreign is involved.
c) Foreign Exchange Earnings and Outgo:
During the year under review your Company has earned Foreign Exchange
to the extent of Rs. 19.46 crores (Previous year Rs. 25.21 crores)
through Traveller Cheques, Currencies, Credit Cards etc. The
corresponding Foreign Exchange outgo during the year was Rs. 4.87
crores (Previous year 4.40 crores) resulting in a net foreign exchange
earned for the year is Rs. 14.59 crores and Rs. 20.81 crores for the
previous year.
DEPOSITS:
During the year under review, the company has accepted deposits from
the Directors/ promoters group in terms of the sanction terms of the
secured loans.
COMPLIANCE OF LISTING AGREEMENT:
Presently the companys Equity shares are listed at Bombay Stock
Exchange (BSE) and National Stock Exchange Limited (NSE) and the
company paid the Annual Listing Fees for the year 2010-11. There are no
listing fees dues pending.
CORPORATE GOVERNANCE:
The company has taken adequate steps to ensure that the conditions of
corporate governance as stipulated in clause 49 of the listing
agreement of the stock exchange are complied with. A separate statement
on corporate governance together with the auditors certificate of its
compliance forms part of this annual report.
MANAGEMENT DISCUSSION AND ANALYSIS:
The Management Discussion and Analysis for the year ended 31st March
2010 is published separately in this Annual Report.
EMPLOYEE RELATIONS:
The relationship with the employees continues to be cordial. The
Directors would like to place on record their appreciation of the
services rendered by all the employees of the Company.
DIRECTORS RESPONSIBILITY STATEMENT, PURSUANT TO SECTION 217 (2AA) OF
THE COMPANIES ACT:
In the preparation of the Annual Accounts, the Generally Accepted
Accounting Principles have been followed. All the Accounting Standards
as applicable to the Company have been followed. The Directors have
selected 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 Loss of the Company for the period.
Proper and sufficient care to maintain adequate accounting records in
accordance with the provisions of the Companies Act, 1956 for safe
guarding the assets of the Company and for preventing and detecting
fraud and other irregularities. The Directors have prepared the Annual
Accounts on a Going Concern Basis.
DEPOSITORY SYSTEM:
The trading in the equity shares of the company are under compulsory
dematerialization mode. As of date, shares representing 92.65% are in
dematerialized form. As the depository system offers numerous
advantages, the members are requested to take advantage of the same and
avail of the facility of dematerialization of the companys shares.
ACKNOWLEDGMENTS:
Yours Directors acknowledge with gratitude and wish to place on record
their sincere thanks and appreciation for the co-operation received by
the company from various Departments of Central/ State Government,
Financial Institutions and Banks for their continued co-operation and
the support extended during the year. Your Directors also wish to
acknowledge the continued support and confidence reposed in the
management by the Shareholders.
For Viceroy Hotels Limited
P. PRABHAKAR REDDY
Chairman & Managing Director
Place: Hyderabad
Date: 26-08-2010
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- Product Mix
- Banker/Auditor/Registrar
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Company History
- BSE Price History
- NSE Price History
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Viceroy Hotels Ltd. Key Financial Ratios
- Ratios
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Viceroy Hotels Ltd. Results
- Quarterly Results
- Half Yearly Results
- Nine Months Results
- Annual Results
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Viceroy Hotels Ltd. Financial Data
- Audited Results
- Cash Flow
- Balance Sheet
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Viceroy Hotels Ltd. Reports
- Accounting Policies
- Auditors Report
- Directors Report
- Notes To Account
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Viceroy Hotels Ltd. Corporate Announcements
- Book Closure
- Dividend
- Board Meetings
