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Directors Report of Westlife Development Ltd.

Mar 31, 2014

Dear Members,

The Directors are pleased to present their Thirty-First Annual Report and Audited Statement of Accounts for the year ended March 31, 2014.

Consolidated Financial Highlights of Westlife Development Limited: The consolidated financial highlights of Westlife Development Limited are as follows:

Rs. in Millions

For the year For the year ended March ended March 31, 2014 31, 2013

REVENUE FROM OPERATIONS 7,403 6,843

Total expenses excluding Depreciation, Interest and Tax 6,972 6,242

EBITDA 488 653

Profit for the year (before adjustment for Minority Interest) 7 333

Less: Share of Profit transferred to Minority Interest - 120

Profit for the year (after adjustment for Minority Interest) 10 213

Your Directors are pleased to present their Thirty-First Annual Report and audited Statement of Accounts for the year ended March 31, 2014.

STANDALONE FINANCIAL STATEMENT:

Rs.

For the year For the year ended March ended March 31, 2014 31, 2013

Profit before Depreciation (8,69,363) 2,44,91,301

Less : Depreciation 4,786 6,088

Profit before Exceptional Items & tax (8,74,149) 2,44,85,213

Less : Exceptional Items - -

Profit/ (Loss) before Tax (8,74,149) 2,44,85,213

Provision for Taxes - 34,12,400

MAT Credit Entitlement (20,26,515) (20,26,515)

Deferred Tax Liability/ (Asset) (27,30,204) (6,67,570)

Tax adjustments for earlier years (22,86,108) (16,832)

Profit/ (Loss) for the year 21,15,648 2,37,83,730

Add : Balance brought forward 2,05,67,264 (30,19,478)

Less : Appropriations

- Proposed Dividend on Preference Shares - 1,68,373

- Tax on Proposed Preference Dividend - 28,615

- Adjustment pursuant to the composite scheme of arrangement (4,47,08,474) -

Balance carried forward (22,025,562) 2,05,67,264

In order to conserve reserves, no dividend is being recommended.

STANDALONE OPERATING

PERFORMANCE:

During the financial year 2013-14, the global

economic environment was on a slow growth path. However, despite the prevailing uncertainties, the Company achieved a fairly steady growth and recorded a satisfactory after tax profit of H21.16 lakhs as against a profit of H2.38 crores last year.

The Company is an operating-cum-investment Company engaged primarily in the business of promotion and operation of Quick Service Restaurants (QSRs) through its subsidiary, which is a Development Licensee/ Master Franchisee of McDonalds'' and operates QSRs under the brand name McDonald''s.

SUBSIDIARY COMPANY : Consolidated financial statements of the Company and its subsidiary prepared in accordance with applicable accounting standards and duly audited by the Company''s statutory auditors are annexed.

The annual accounts of the subsidiary and the related detailed information shall be made available to the shareholders of the Company and also to the shareholders of the said subsidiary company seeking such information. The annual accounts of the subsidiary are available for inspection by any shareholder in the head office of the Company and of the subsidiary company concerned.

DIRECTORS & MANAGEMENT : Pursuant to the provisions of Section 152 of the Companies Act, 2013, the office of Mr. Amit Jatia is liable to retire by rotation at the ensuing Annual General Meeting, and being eligible, he offers himself for re-appointment. The Board recommends his re-appointment.

During the year under review, pursuant to the provisions of Section 161 of the Companies Act, 2013, Ms. Smita Jatia and Mr. Manish Chokhani were appointed by the Board as Additional Directors of the Company at its Board meeting held on 18th September, 2013. Subsequently, Mr. Tarun Kataria and Mr. Achal Jatia were appointed as Additional Directors of the Company at its Board meeting held on 1st August, 2014. They each hold office till the date of the ensuing Annual General Meeting of the Company. The Board recommends their appointment as Directors of the Company.

Mr. P. R. Barpande, Mr. Dilip J. Thakkar, Mr. Manish Chokhani and Mr. Tarun Kataria are Independent Directors and would hold office for a term of 5 years in terms of Section 149 of the Companies Act, 2013, as set out in more detail in the Notice of the 31st Annual General Meeting sent to members.

During the year under review, Dr Shatadru Sengupta had been appointed Company Secretary and Compliance Officer of the Company.

Significant events: Share capital:

a) Preferential issue of shares:

Pursuant to the resolution passed by members of the Company at an Extra Ordinary General Meeting held on 16th August 2013, the Directors of your Company on 27.08.2013 allotted 54,04,593 equity shares of H2/- each at an issue price of H333.05 per share including a premium of H331.05/- per share to Arisaig Fund India Limited by way of preferential issue.

b) Employee Stock Option Scheme: Pursuant to the resolutions passed by members of the Company at an Extra Ordinary General Meeting held on 30th October, 2013, the Company''s Articles of Association were amended to enable grant of Employee Stock Options to employees of the Company and of its subsidiary by way of an Employee Stock Option Scheme (ESOS), and the members also approved the introduction and implementation of an ESOS by the name of "Westlife Development Limited Employee Stock Option Scheme – 2013", with a ceiling on the number of options exercisable into equity shares being upto 1% of the equity shares comprised in the paid-up equity share capital of the Company, at such price and on such terms and conditions as may be fixed or determined by the Board in accordance with the SEBI ESOS Guidelines.

SCHEME OF ARRANGEMENT: Further to what was reported last year, the Bombay High Court had, vide its order dated 19th July, 2013 approved the Scheme of Arrangement between the Company and its subsidiaries As a result, Hardcastle Restaurants Private Limited became the only and a direct subsidiary of the Company.

AUDITORS :

S R Batliboi & Co LLP, Chartered Accountants, Mumbai, statutory auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting. The Company has received communication from them that they are not seeking reappointment.

The Company has received communication from S R B C & CO LLP that they are willing to be appointed as auditors. The Company has received a certificate from them to the effect that their appointment, if made, would be within the prescribed limits under Section 139 (1) of the Companies Act, 2013. The Board recommends their appointment.

Members are requested to appoint auditors to hold office from the conclusion of this Annual General Meeting until the conclusion of the next Annual General Meeting and to fix their remuneration.

PUBLIC DEPOSITS :

The Company did not accept any deposits during the year.

PARTICULARS OF EMPLOYEES :

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not attracted.

Human relations have remained cordial throughout the year.

INTERNAL CONTROL SYSTEMS : The Company has a proper and adequate internal audit and control system commensurate with its size and the nature of its business. No instance of any fraud or misdemeanour has been noticed during the year.

DIRECTORS'' RESPONSIBILITY STATEMENT :

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state that :

a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

b) the accounting policies selected and applied are consistent and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS: Your Company is not engaged in any manufacturing activity and therefore, there are no particulars to be disclosed under the Companies

(Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption.

During the year under review, the Company did not earn/ spend any foreign exchange.

CORPORATE GOVERNANCE : Report on Corporate Governance of the Company for the year under review, as per the requirements of Clause 49 of the Listing Agreement, has been given under a separate section and forms part of this Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS:

A detailed review of operations, performance and future outlook of the Company and its business, as stipulated under Clause 49 of the Listing Agreement, is presented in a separate section forming part of the Annual Report under the heading ''Management Discussion and Analysis''.

AUDIT COMMITTEE:

In accordance with Clause 49 of the Listing Agreement read with Section 292A of the Companies Act, 1956, the Company had constituted an Audit Committee, which consists of three Independent non-executive directors namely; (1) Mr. P.R. Barpande (Chairman), (2) Mr. Dilip Thakkar (member), (3) Mr. Manish Chokhani (member) and one director namely; Mr. Amit Jatia (member). The Audit Committee functions in terms of the role and powers delegated by the Board of Directors of the Company keeping in view the provisions of Clause 49 of the Listing Agreement and Section 292A of the Companies Act, 1956 and the corresponding provisions of the Companies Act, 2013.

ACKNOWLEDGEMENT : The Board of Directors wish to express their gratitude and record sincere appreciation for the dedicated efforts of all employees of the Company. The Board is thankful to the esteemed shareholders for their continued support and confidence reposed in the Company. The Board takes this opportunity to express its gratitude for the valuable assistance and co-operation extended by all stakeholders including Government Authorities, customers, banks, vendors, advisors, and other business partners.

For and on behalf of the Board of Directors

Place: Mumbai Amit Jatia Smita Jatia

Date: 1st August, 2014 Director Director


Mar 31, 2013

The Directors are pleased to present their Thirtieth Annual Report and audited Statement of Accounts for the year ended March 31, 2013.

STANDALONE FINANCIAL STATEMENT

Rs.

2012-13 2011-12

Profit before Depreciation 2,44,91,301 43,58,382

Less: Depreciation 6,088 9,967

Profit before Exceptional Items & tax 2,44,85,213 43,48,415

Less : Exceptional Items 1,27,43,861

Profit/(Loss) before Tax 2,44,85,213 (83,95,446)

Provision for Taxes 34,12,400 12,63,800

MAT Credit Entitlement (20,26,515)

Deferred Tax Liability/(Asset) (6,67,570) (19,781)

Tax adjustments for earlier years (16,832) 3,01,961

Profit/(Loss) for the year 2,37,83,730 (99,41,426)

Add: Balance brought forward (30,19,478) 69,21,948

Less : Appropriations

Proposed Dividend on Preference Shares 1,68,373

Tax on Proposed Preference Dividend 28,615

Balance carried forward 2,05,67,264 (30,19,478)

In order to conserve reserves, no dividend is being recommended, except 8% (Re 0.80 per share) dividend on Preference Shares in respect of the

Financial Year 2012-13.

STANDALONE OPERATING PERFORMANCE

During the financial year 2012-13, the global economic environment was on a slow growth path. However, despite the prevailing uncertainties, the Company achieved a fairly steady growth and recorded a satisfactory after tax profit of Rs. 2.38 crores as against a loss of Rs. 99.41 lacs last year.

The Company is an operating-cum-investment company engaged in the business of-

a) promotion and operation of quick service restaurants through subsidiaries.

b) investing, buying, selling, dealing in securities and financing activities.

c) Supporting its subsidiaries in acquisition and development of retail spaces to expand its business

During the year, the Company carried out trading in steel products and executed civil and electrical works.

SUBSIDIARY COMPANIES

Consolidated financial statements of the Company and its subsidiaries prepared in accordance with applicable accounting standards and duly audited by the Company''s statutory auditors are annexed.

The annual accounts of the subsidiaries and the related detailed information shall be made available to the shareholders of the Company and also to the shareholders of the said subsidiary companies seeking such information at any point of time. The annua accounts of the subsidiaries are available for inspection by any shareholder in the head office of the Company and of the subsidiary company concerned.

DIRECTORS & MANAGEMENT

Mr. B L Jatia, Director retires by rotation and being eligible offers himself for reappointment.

During the year under review, Mr O P Adukia was appointed by the Board as Principal Officer to look after the day to day affairs of the Company, subject to the superintendence and control of the Board.

SIGNIFICANT EVENTS

Share Capital

a) Authorised Capital

During the year, the Company by a resolution passed by members at their Extra Ordinary General Meeting held on 16.10.2012, restructured its Authorised Capital from Rs. 20,00,00,000 comprising of 2,00,00,000 Equity Shares ofRs. 10 each to Rs. 20,00,00,000 comprising of 1,95,40,000 Equity Shares ofRs. 10 each and 4,60,000 Preference Shares of Rs. 10 each.

b) Preferential Issue

The Board of Directors made an allotment of 4,60,000, 8% Cumulative Redeemable Preference Shares of Rs. 10 each at a premium ofRs. 50 per share under a preferential issue to Anand Veena Twisters Pvt. Ltd. (an entity belonging to the Promoter Group) (aggregating to Rs. 276.0 lacs) for cash during the year, after obtaining members'' approval.

c) Bonus Shares

Pursuant to the resolution passed by members of the Company at an Extra Ordinary General Meeting held on 16.10.2012, the Directors of your Company on 12.12.2012 allotted 28,86,010 bonus shares to members of the Company (other than those belonging to promoter group) in the ratio of one equity share ofRs. 10 each in the capital of the Company for every one existing equity share held by the eligible members on 11.12.2012 (the Record date). The bonus shares have since been listed for trading on the Bombay Stock Exchange. The Company''s issued and paid up capital after the said bonus issue stands at Rs. 18,28,60,100, the public shareholding being slightly above 25% thus making the Company compliant with the minimum public shareholding as required by the Listing Agreement and applicable laws.

d) Stock Split

In order to widen the shareholder base and to make the shares affordable to small investors, members at a meeting held on 3.6.2013 had approved splitting of the face value of the Company''s Equity Share from Rs. 10 to Rs. 2 each.

The new ISIN allotted for the Company''s equity share is INE 274F01020.

SCHEME OF ARRANGEMENT

Further to what was reported last year, the Bombay High Court, on presentation of the Scheme of Arrangement between the Company and its subsidiaries viz. West Leisure Resorts Pvt. Ltd, Westpoint Leisureparks Pvt. Ltd and Triple A Foods Pvt. Ltd had by its Order dated 15.3.2013 directed that a meeting of the equity shareholders be convened on 22.4.2013 for considering the Scheme and also to seek members'' approval for the proposed reduction of share capital of the Company consequent to the cancellation of the Company''s 4,60,000, 8% Cumulative Preference Shares ofRs. 10 each in terms of the Scheme. Accordingly, meetings of members were held for the aforesaid purposes where both the proposals were approved unanimously. A petition for sanctioning the Scheme has since been submitted to the Bombay High Court and awaits disposal.

AUDITORS

S R Batiliboi & Co LLP, (erstwhile M/s S R Batliboi & Co.) Chartered Accountants, the statutory auditors of the Company, hold office till the conclusion of the forthcoming annual general meeting and are eligible for re-appointment.

PUBLIC DEPOSITS

The Company did not accept any deposits during the year.

PARTICULARS OF EMPLOYEES

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not attracted.

Human relations have remained cordial throughout the year.

INTERNAL CONTROL SYSTEMS

The Company has a proper and adequate internal audit and control system commensurate with its size and the nature of its business. No instance of any fraud or misdemeanour has been noticed during the year.

DIRECTORS''RESPONSIBILITY STATEMENT

As required under Section 217 (2 A A) of the Companies Act, 1956, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

b) the accounting policies selected and applied are consistent and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

d) the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORP- TION AND FOREIGN EXCHANGE EARNINGS / OUTGO

Your Company is not engaged in any manufacturing activity and therefore, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy and technology absorption.

During the year under review, the Company did not earn/ spend any foreign exchange.

CORPORATE GOVERNANCE

A separate report on Corporate Governance is annexed hereto as part of this Report.

ACKNOWLEDGEMENT

Your Board places on record its appreciation of the co-operation extended by all concerned.

For and on behalf of the Board of Directors

Banwari Lai Jatia

(Chairman)

Place : Mumbai

Date : 18th July, 2013


Mar 31, 2011

REPORT OF THE BOARD OF DIRECTORS TO THE MEMBERS

The Directors are pleased to present their Twenty-Eight Annual Report and audited Statement of Accounts for the year ended 31st March, 2011.

FINANCIAL STATEMENT:

2010 -2011 2009-2010 Rupees Rupees

Profit before Depreciation 2,92,363 29,80,413

Less : Depreciation 16,404 27,099

Profit before tax 2,75,959 29,53,314

Provision for Taxes 49,000 (4,17,121)

Deferred Tax Liability (Asset) 1,730 3,33,512

Fringe Benefits Tax for earlier year 1,101 -

Profit for the year 2,24,128 30,36,923

Add: Balance brought forward 66,97,820 36,60,897

Balance carried forward 69,21,948 66,97,820



In view of inadequacy of profits, no dividend is being recommended.

OPERATING PERFORMANCE :

The Company's Profit after Tax was lower at Rs. 2.24 lacs as compared to Rs. 30.37 lacs of last year.

SUBSIDIARY COMPANIES :

Consolidated financial statements of the Company and its two subsidiaries prepared in accordance with applicable accounting standards and duly audited by the Company's statutory auditors are annexed.

The annual accounts of the subsidiaries and the related detailed information shall be made available to the shareholders of the Company and also to the shareholders of the said subsidiary companies seeking such information at any point of time The Annual accounts of the subsidiaries are available for inspection by any shareholders in the head office of the Company and of the subsidiary comnpanies concerned.

DIRECTORS :

Mr. Sunil Hirawat, director who retires by rotation at the forthcoming Annual General Meeting, being eligible, offers himself for re-appointment. A brief resume of Mr. Sunil Hirawat appears in the notice of the ensuing Annual General Meeting.

AUDITORS :

Auditors of the Company, M/s. Rajendra K Gupta & Associates, Chartered Accountants retire at the conclusion of the forthcoming Annual General Meeting. Members are requested to appoint auditors for the current accounting year and fix their remuneration.

PUBLIC DEPOSITS:

The Company did not accept any deposits during the year.

PARTICULARS OF EMPLOYEES :

The provisions of Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are not attracted.

DIRECTORS' RESPONSIBILITY STATEMENT :

As required under Section 217 (2AA) of the Companies Act, 1956, your Directors state that:

a) in the preparation of the annual accounts, the applicable accounting standards have been followed;

b) the accounting policies selected and applied are consistent and the judgements and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c) proper and sufficient care has been taken 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

d) the annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION AND FOREIGN EXCHANGE EARNINGS:

Your Company is not engaged in any manufacturing activity and therefore, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy or technology absorption.

During the year under review, the company did not earn/ spend any foreign exchange.

CORPORATE GOVERNANCE .

A separate report on Corporate Governance as also Management Discussion & Analysis are annexed hereto as part of this Report.

ACKNOWLEDGEMENT :

Your Board places on record its appreciation of the co-operation extended by all concerned.

For and on Behalf of the Board of Directors

Director Director

Mumbai 12th August, 2011

 
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