Mar 31, 2018
To,
The Members of
M/s. Country Club Hospitality & Holidays Limited
The Directors are pleased in presenting the 27th Annual Report of the Company together with Audited Financial Statements for the year ended 31stMarch, 2018.
Financial Results (Rupees in Lakhs)
Particulars |
Consolidated (Marâ 18) |
Standalone (Marâ 18) |
||
Current Year |
Previous Year |
Current Year |
Previous Year |
|
Total Income |
33241.58 |
45696.52 |
23679.97 |
26038.83 |
Operating profit before interest, depreciation and tax |
10181.26 |
10181.26 |
4781.27 |
4781.27 |
Interest and financial charges |
4414.00 |
4311.18 |
3383.57 |
3557.89 |
Depreciation |
4798.59 |
4540.68 |
1795.15 |
1924.30 |
Profit before taxation |
(4064.76) |
1329.40 |
(1003.41) |
(700.92) |
Tax |
760.39 |
841.12 |
721.20 |
790.13 |
Profit after taxation |
(4825.15) |
488.28 |
(1724.61) |
(1491.05) |
Transfer to General Reserves |
Nil |
Nil |
Nil |
Nil |
Provision for dividend |
Nil |
Nil |
Nil |
Nil |
Provision for dividend tax |
Nil |
Nil |
Nil |
Nil |
Surplus carried to Balance Sheet |
Nil |
488.28 |
Nil |
Nil |
Statement of Affairs and Operations:
During the year under review, the Consolidatedturnover of the Company was Rs.332.41 Crores as compared to Rs.456.96Crores for the previous year. The Company is constantly striving to improve its membership, and hopes to achieve better results in the forthcoming year.
Transfer to Reserves:
The Company has not transferred any amount to the general reserve for the Financial Year ended 31st March, 2018.
Outlook:To be as per MDAR
Indiaâs travel and tourism industry is one of the most profitable industries in the country, and also credited with contributing a substantial amount of foreign exchange. Indian tourism offers a potpourri of different cultures, traditions, festivals and places of interest.
Number of meetings of the board:
8 Board Meetings & 4 Audit Committee Meetings were held during the FinancialYear 2017-18.
The Meetings of the other committees of the Board were held during the year 2017-18:
1 Nomination and Remuneration Committee meeting
1 Stake Holders relationship Committee
For details pertaining to dates attendance of Directors for the said Meetings, please refer to the corporate governance report, which forms part of this report.
Share Capital:
The Paid-up Share Capital of the Company stands at Rs. 32,69,29,470 (Rupees Thirty Two Crores Sixty Nine Lakhs Twenty Nine Thousand Four Hundred and Seventy Only) as on 31st March, 2018.
The entire Paid-up Share Capital of the Company is listed with both the Stock Exchange(s) namely, M/s. BSE Limited and M/s. National Stock Exchange Of India Limited (NSE).
Management Discussion and Analysis:
Pursuant to Regulation 34 of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015, a report on the management discussion and analysis is enclosed herewith.
Extracts of Annual Return and other disclosures under Companies (Appointment & Remuneration) Rules, 2014
The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 is annexed hereto and forms part of this report.
The weblink for accessing extract of annual return is www.countryclubindia.net
Particulars of Employees: Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Name of Director |
Designation |
Remuneration FY 17-18 |
Remuneration FY 16-17 |
% of remuneration in 2018 as compared to 2017 |
Ration of remuneration to MRE |
Y. Rajeev Reddy |
Chairman & Managing Director |
1,68,00,000 |
84,00,000 |
100% |
127 times |
Y. Siddharth Reddy |
Vice-Chairman, JMD & CEO |
36,00,000 |
30,00,000 |
20% |
27 times |
Y. Varun Reddy |
Vice-Chairman, JMD & COO |
36,00,000 |
30,00,000 |
20% |
27 times |
Key Managerial Personnel other than Directors: |
|||||
Kudligi Phaneendra Rao |
Chief Financial Officer |
26,06,100 |
24,00,000 |
8.59% |
19.7times |
Sreelatha V |
Company Secretary |
3,00,000 |
3,00,000 |
Nil |
2.27times |
1. The Median Remuneration of the employees of the Company during the financial year wasRs. 1,32,000/
2. In the financial year, there was an increase of 5-10% in the median remuneration employees.
3. There are 3916 permanent Employees on the Rolls of the Company as on 31st March, 2018.
4. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee.
5. 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 - N.A. and
6. It is hereby confirmed that the remuneration is as per the remuneration policy of the Company.
The remuneration paid to the Key Managerial Personnel of the Company is as per remuneration policy Particulars of Employees receiving remuneration of Rs.1,02,00,000 or more per annum orRs.8,50,000/- or more per month are given below:
Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The Directors are to report that none of the employees were in receipt of remuneration of Rs.1,02,00,000 or more per annum or Rs.8,50,000 or more per month.
Directors :
Appointment and Cessation of the Directors from the Board is as follows:
1. Smt. Mamatha Madhavi Venkateshwara Reddy got appointed as Additional Director and Shri. IndukuriSubbaraju vacated the Board as director w.e.f 07thMarch, 2018
2. Smt. Y Manjula Reddy, and ShriVenkateswaraDontireddy vacated from the Board of Directors w.e.f8thMarch, 2018.
3. Shri. D. Krishna Kumar Raju, vacated from the Board as Director w.e.f 13thAugust, 2018 after the closure of financial year.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Shri. Y. Varun Reddy, Director of the Companywho retire by rotation at the 27th Annual General Meeting and being eligible, offershimself for re-appointment.
Brief profile of the Director proposed to be re-appointed stating the nature of their expertise in specific functional areas, their shareholding along with other relevant details are given at the end of the Notice of the Annual General Meeting. The Board recommends their appointment by the Members at the ensuing 27th Annual General Meeting.
None of the directors of the Company are disqualified from being appointed as directors as specified in section 164 of the Companies Act, 2013, as amended.
Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies Act, 2013:
The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sub-Section (6) of section 149 of Companies Act, 2013.
Directorsâ Responsibility Statement:
Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directorsâ Responsibility Statement, the Board of Directors of the Company hereby confirms:
(a) that in the preparation of the annual accounts for the Financial year ended 31st March, 2018, the applicable accounting standards have been followed;
(b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018, and Profit and Loss Statement of the Company for that period;
(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the directors have prepared the annual accounts for the financial year ended 31st March, 2018, on a going concern basis;
(e) that the directors have laid down internal controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
(f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
Maintenance of cost records:
Maintenance of cost records as specified by the Central Government under sub-section (1) of section 148 of the Companies Act, 2013, is not applicable to the Company and hence, such accounts and records are not require to maintain.
Sexual Harassment of Women at Workplace:
The company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013
Related Party Transactions :
All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Act and the listing agreement. There are no materially significant related party transactions made by the Company during the Financial Year 2017-18 which may have the potential conflict with the interest of the company at large.
Thus disclosure in Form AOC-2 is not required.
Auditors:
M/s. P C N & Associates (Formerly known as M/s Chandra Babu Naidu & Co.,) Chartered Accountants, were appointed as Statutory Auditors of the Company in 26th Annual General Meeting for Five Consecutive years and shall hold the office until the conclusion of the 30th Annual General Meeting as per section 139 of Companies Act, 2013.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report. The Auditors have not reported any frauds to the Audit Committee and/or to the Central Government as prescribed under Section 143 (12) of the Companies Act, 2013.
Types of Committees:
The Company has 4 Committees, they are:
a) Audit Committee
Composition of the Audit Committee:
The Audit Committee for the year was constituted of the following members
Name of the Member Category
1.Shri Y. Subba Rao, Chairman 1
2.Shri D. V. Ratna Kishore, Member { Independent Directors
3.Smt. Mamatha Madhavi V Reddy* J
3. Shri D. Krishna Kumar Raju, Member* Non-Executive Director
Mrs. V. Sreelatha, Company Secretary has acted as the Secretary to the Committee.
*During the year Smt. Mamatha Madhavi V Reddy was appointed as Member of Audit Committee w.e.f 7th Marchâ 2018 and Shri D. Krishna Kumar Raju, Member has resigned from the Committee w.e.f 7th Marchâ 2018.
b) Nomination & Remuneration Committee
The Nomination and Remuneration Committee for the year was constituted of the following members:
Name of the Member Category
1.Shri K. Satyanarayana Raju , Chairman 1
2.Shri Y. Subba Rao, Member { Independent Directors
3.Shri D. V. Ratna Kishore, Member
c) Stakeholders Relationship Committee
The Stakeholders Relationship Committee was constituted of the following Directors:
Name of the Member Category
1.Shri Y. Subba Rao, Chairman I
2.Shri Indukuri Venkata Subba Raju, Member* v Independent Directors 3.Shri D. V. Ratna Kishore, Member |
4.Smt. Mamatha Madhavi V Reddy* J
*Smt. Mamatha Madhavi V Reddy was appointed as Member of the Committee w.e.f 7th Marchâ 2018 and Shri Indukuri Venkata Subba Raju, Member has resigned from the Committee w.e.f 7th Marchâ 2018.
d) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted of the following Directors:
Name of the Member Category
1.ShriVenkateswaraDontireddy Reddy, Chairman* I
2.ShriIndukuri Venkata Subba Raju, Member* v Independent Directors 3.Smt. Mamatha Madhavi V Reddy, Chairman* ¦
4.Shri D. V. Ratna Kishore, Member* J
5.ShriY. Siddharth Reddy, Member
*(1) Shri D. V. Ratna Kishore was appointed as Member of the Committee w.e.f 7th Marchâ 2018 and Smt. Mamatha Madhavi V Reddy was appointed as Chairman of the Committee on 7th March, 2018.
(2) Shri Indukuri Venkata Subba Raju, Member has resigned from the Committee w.e.f 7th Marchâ 2018 and ShriVenkateswaraDontireddy Reddy, Chairman has resigned from the Committee w.e.f 14th Marchâ 2018.
Statement pursuant to the Listing Agreement:
The Companyâs equity shares are listed on the BSE Limited (BSE) and National Stock Exchange of India Limited (NSE) and the Company has paid the annual listing fees up to Financial Year2017-18.
Corporate Governance:
As required by Regulation 34 of SEBI(LODR)Regulations, 2015a separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of Corporate Governance issued by the Auditors of the Company is appended hereto and they form part of this Annual Report.
Secretarial Audit
The Board of Directors have appointed M/s R. & A Associates, a firm of practicing Company Secretaries, Hyderabad as the Secretarial Auditors to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2018 in compliance with the provisions of Section 204 of the Companies Act , 2013.
The report of the Secretarial Audit Report by M/s. R & A Associates, in Form MR-3 is enclosed as Annexure to this Report.
The report on secretarial audit does not contain any qualification or adverse remark.
Vigil Mechanism/Whistle Blower Policy:
The Board of Directors of the Company have adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.
Details of adequacy of internal financial controls
The company has in place adequate internal financial controls with reference to financial statements. In addition, the Company has also appointed M/s. B.N & Company, Chartered Accountants as the Internal Auditors of the Company to conduct the regular Internal Audit and place its Report before the Audit Committee. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
Change in the Nature of Business:
There has been no change in the nature of business of the Company during the financial year under review.
The details of significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Companyâs operations in future:
No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future during the year under review Material changes and Commitments:
There were no material changes and commitments in the business operations of the Company from the Financial Year ended 31st March, 2018 to the date of signing of the Directorâs Report.
Risk Management Policy
The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk.
Mechanism for Board Evaluation:
Pursuant to Regulation17 of the SEBI(LODR)Regulations,2015and section 134 of the Companies Act, 2013states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The Directors evaluation was broadly based on the parameters such as understanding of the Companyâs vision and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.
The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structures questionnaire was prepared covering various aspects of the Boardâs functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.
A meeting of the Independent Directors was also held which reviewed the performance of Non-Independent Directors, Chairman and the quality, quantity and timelines of flow of information between the Company management and Board.
Disclosure pertaining to sexual harassment of women at workplace:
During the Financial year ended 31stMarch, 2018 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment.
Subsidiary Companies:
Pursuant to Section 129(3) of the Companies Act, 2013, a statement consisting salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached. The Company has Twenty Two (22) subsidiary outfits as on 31st March, 2018:
Domestic Subsidiaries:
1. Aquarian Realtors Private Limited
2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited
3. Bright Resorts Private Limited
4. Chanakyapuri Resorts Private Limited
5. Club Arzee Limited
6. International Country Holidays Private Limited
7. Jade Resorts Private Limited*
8. J J Arts & Entertainments Private Limited
9. Kolet Resort Club Private Limited*
10. Maruti Waterpark and Entertainments Private Limited
11. Country Vacations International Limited, India
12. Swami Vivekanand Training and Education Centre Private Limited
13. Swimwel Investment and Trading Private Limited
International Subsidiaries:
1. Country Club Babylon Resort Private Limited, Sri Lanka
2. Country Vacations International Limited, Dubai
3. Country Vacations International LLC, Dubai*
4. Country Vacations International LLC, Oman*
5. Country Vacations International LLC, Abu Dhabi*
6. Country Vacations International W.L.L, Bahrain*
7. Country Club and Vacations WLL, Qatar*
8. Country Vacations International SDN BHD, Malaysia*
9. Country Vacations International Limited, London*
* Has become subsidiary of the Company under Section 2(87) of the Companies Act, 2013.
The Ministry of Corporate Affairs (MCA) has through its General Circular No. 2/2011 dated 08th February 2011, has granted general exemption to all the Companies from the requirement to attach various documents in respect of Subsidiary Companies, as set out in Section 129of the Companies Act 2013. Accordingly Balance sheet, Profit and Loss Statement and other documents of the Subsidiary Companies are not being attached with the balance sheet of the Company.
Further your Company hereby undertakes that Annual Accounts of the Subsidiary Companies and the related detailed information shall be made available to the Shareholders of the Company and Subsidiary Companies seeking such information at any point of time. The Annual Accounts of the Subsidiary Companies shall also be kept open for inspection by the Shareholders at the Registered Office of the Company and of the Subsidiary Companies concerned. The Company shall furnish a hard copy of details of Accounts of Subsidiaries to any shareholder on demand.
Personnel:
The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.
Deposits:
The Company has not accepted any deposits from 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 Loans, Guarantees and Investments:
There were no fresh loans, Guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review.
Acknowledgments:
Your Directors wish to place on record their appreciation for the support extended by government authorities, bankers, customers and shareholders of the Company.
Your Directors also wish to place on record their appreciation for the sincere services rendered by the employees of your Company during the year. Their dedication, teamwork and efficiency have been commendable.
For and on behalf of the Board
For Country Club Hospitality & Holidays Limited
Y. Varun Reddy Y. Siddharth Reddy
Place : Hyderabad Vice-Chairman, JMD & COO Vice-Chairman, JMD & CEO
Date : 13th August, 2018 DIN: 01905757 DIN: 00815456
Mar 31, 2016
Directors'' Report
To
The Members of
M/s. Country Club Hospitality & Holidays Limited
The Directors are pleased in presenting the 25th Annual Report of the Company together with Audited Annual Accounts for the year ended 31st March, 2016.
Financial Results
(Rupees in Lakhs)
Particulars |
Consolidated (Mar'' 16) |
Standalone (Mar'' 16) |
||
|
Current Year |
Previous Year |
Current Year |
Previous Year |
Total Income |
53308.11 |
50046.83 |
29328.57 |
27318.08 |
Operating profit before interest, depreciation and tax |
12940.06 |
12111.71 |
5850.75 |
5304.98 |
Interest |
4814.39 |
4911.06 |
3984.69 |
4059.83 |
Depreciation |
4328.91 |
4000.35 |
1971.11 |
1899.99 |
Profit before taxation |
3796.75 |
3200.30 |
(105.06) |
(654.84) |
Tax |
1016.73 |
523.10 |
959.95 |
474.35 |
Profit after taxation |
2780.02 |
2677.20 |
(1065.01) |
(1129.18) |
Transfer to General Reserves |
Nil |
Nil |
Nil |
Nil |
Provision for dividend |
Nil |
Nil |
Nil |
Nil |
Provision for dividend tax |
Nil |
Nil |
Nil |
Nil |
Surplus carried to Balance Sheet |
2780.02 |
2677.20 |
Nil |
Nil |
Statement of Affairs and Operations:
During the year under review, the Consolidated turnover of the Company was Rs.533.08 Crores as compared to Rs.500.46 Crores for the previous year. The Company is constantly striving to improve its membership, and hopes to achieve better results in the forthcoming year.
Consolidated Profit before Tax increased by 18.5 % from Rs.3200.30 Lacs for the FY 2014-15 to Rs.3796.75 Lacs in the FY 2015-16.
Consolidated Profit after Tax increased by 4 % from Rs.2677.20 Lacs for the FY 2014-15 to Rs.2780.02 Lacs in the FY 2015-16. Outlook:
India''s travel and tourism industry is one of the most profitable industries in the country, and also credited with contributing a substantial amount of foreign exchange. Indian tourism offers a potpourri of different cultures, traditions, festivals and places of interest.
The country is one of the favorite tourist destinations from the year 2009 and will continue to be one of the favorite till 2018, in accordance to world travel and tourism Council (WTTC). Further, the Travel and Tourism Competitiveness Report by World Economic Forum, has ranked India at the sixth place in tourism and hospitality.
Key segments of the Indian tourism and hospitality industry are:
- Accommodation and catering
- Transportation
- Attractions
- Travel agents
- Tour operators
The Indian tourism industry has been on an upswing for last few years partially due to an excellent ''Incredible India1 campaign and is expected to Rise up to US$ 431.7 billion by the end of 2020.
The presence of world-class hospitals and skilled medical professionals make India a preferred destination for medical tourism. Tour operators are teaming up with hospitals to tap this market.
Cruise shipping is one of the most dynamic and fastest growing components of the global leisure industry. India, with its vast and beautiful coastline, virgin forests, and undisturbed idyllic islands can be a fabulous tourist destination for cruise tourists.
India has potential to develop the rural tourism industry as most of its population resides in rural areas. This can benefit the local community economically and socially, and enable interaction between tourists and locals for a mutually enriching experience.
Number of meetings of the board:
6 Board Meetings & 4 Audit Committee Meetings were held during the Financial Year 2015-16.
The Meetings of the other committees of the Board were held during the year 2015-16:
1 Nomination and Remuneration Committee meeting
1 Stake Holders relationship Committee
1 Independent Directors Meeting
For details pertaining to dates attendance of Directors for the said Meetings, please refer to the corporate governance report, which forms part of this report.
Share Capital:
The Paid-up Share Capital of the Company stands at Rs.32,69,29,470 (Rupees Thirty Two Crores Sixty Nine Lakhs Twenty Nine Thousand Four Hundred and Seventy Only) as on 31st March, 2016.
The entire Paid-up Share Capital of the Company is listed with both the Stock Exchange(s) namely, M/s. BSE Limited and M/s. National Stock Exchange Of India Limited (NSE).
Management Discussion and Analysis:
Pursuant to Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015, a report on the management discussion and analysis is enclosed herewith.
CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
Additional information as required U/s 134 of the Companies Act, 2013:
(a) Conservation of energy: |
The Company is continuously monitoring the |
(i) Steps taken on Conservation of energy: (ii) Steps taken for utilizing alternate sources of energy: (iii) Capital Investment on energy conservation equipments: |
consumption of energy and implements wherever necessary the required measures for conserving it. |
(b) Technology absorption: |
|
(i) The efforts made towards technology absorption: |
No technology - indigenous or foreign - is involved. |
(ii) The benefits derived like product Improvement, |
Not Applicable |
cost reduction, product development or import |
|
substitution: |
|
No technology has been imported during the last three |
|
(iii) In case of imported technology (imported during |
|
the last three years): |
years. |
No research and development was carried out. |
|
(iv) Research and development (R&D) |
|
NIL |
|
c) Foreign Currency Earnings/Inflow |
|
Rs. 23,63,02,761/- |
|
Foreign Currency Outflow |
Extracts of Annual Return and other disclosures under Companies (Appointment & Remuneration) Rules, 2014
The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of the Companies Act, 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 of Companies (Management & Administration) Rules, 2014 duly certified by the Practicing Company Secretary is annexed hereto and forms part of this report.
Particulars of Employees:
Information as per Rule 5(1) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Name of Director |
Designation |
Remuneration in FY 15 - 16 |
Remuneration in FY 14 - 15 |
% of increase in remuneration in 2016 as compared to 2015 |
Ratio of remuneration to MRE |
Y. Rajeev Reddy |
Chairman & Managing Director |
84,00,000 |
84,00,000 |
NIL |
70 times |
Y. Siddharth Reddy |
Vice-Chairman, JMD & CEO |
30,00,000 |
30,00,000 |
NIL |
25 times |
Y. Varun Reddy |
Vice-Chairman, JMD & COO |
30,00,000 |
30,00,000 |
NIL |
25 times |
Key Managerial Personnel other than Directors : |
|||||
Kudligi Phaneendra Rao |
Chief Financial Officer |
24,00,000 |
18,18,000 |
32 |
20 times |
Sreelatha V |
Company Secretary |
3,00,000 |
2,55,000 |
15 |
2.5 times |
1. The Median Remuneration of the employees of the Company during the financial year was Rs. 1,20,000/-
2. In the financial year, there was an increase of 10% in the median remuneration employees.
3. There are 5899 permanent Employees on the Rolls of the Company as on 31st March, 2016.
4. The key parameters for the variable component of remuneration availed by the directors are considered by the Board of Directors based on the recommendations of the Nomination and Remuneration Committee.
5. 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 - N.A. and
6. It is hereby confirmed that the remuneration is as per the remuneration policy of the Company.
The remuneration paid to the Key Managerial Personnel of the Company is as per remuneration policy
Particulars of Employees receiving remuneration as per Rule 5(2) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:
The Directors are to report that none of the employees were in receipt of remuneration of exceeding as per the limit prescribed in Rule 5(2) of Chapter XIII, Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014
Directors:
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Sri. Y. Siddharth Reddy, Vice-Chairman, JMD & CEO of the Company who retire by rotation at the 25th Annual General Meeting and being eligible, offer himself for re-appointment.
Sri Y. Varun Reddy, who has completed his tenure completes as Vice-Chairman, JMD & COO on 31st July, 2016, the board has proposed to re-appoint him for a period of 5 (five) years with effect from 1st August, 2016.
Brief profile of the Director proposed to be re-appointed stating the nature of their expertise in specific functional areas, their shareholding along with other relevant details are given at the end of the Notice of the Annual General Meeting. The Board recommends their reappointment by the Members at the ensuing 25th Annual General Meeting.
None of the directors of the Company are disqualified from being appointed as directors as specified in section 164 of the Companies Act, 2013, as amended.
Statement on Declaration given by Independent Directors under Sub-Section (6) of Section 149 of the Companies Act, 2013:
The Independent Directors have submitted the Declaration of Independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Sub-Section (6) of section 149 of Companies Act, 2013.
Directors'' Responsibility Statement:
Pursuant to the requirements under Section 134 of the Companies Act, 2013 with respect to the Directors'' Responsibility Statement, the Board of Directors of the Company hereby confirms:
(a) that in the preparation of the annual accounts for the Financial year ended 31st March, 2016, the applicable accounting standards have been followed;
(b) that the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2016, and Profit and Loss Statement of the Company for that period;
(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) that the directors have prepared the annual accounts for the financial year ended 31st March, 2016, on a going concern basis;
(e) that the directors have laid down internal controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
(f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
Related Party Transactions:
All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Act and the Listing Agreement/Regulations. There are no materially significant related party transactions made by the Company during the Financial Year 2015-16 which may have the potential conflict with the interest of the company at large.
Thus disclosure in Form AOC-2 is not required.
Auditors:
M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the Company, the statutory Auditors of the Company, who holds office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment as per section 139 of Companies Act, 2013.
M/s. P. Murali & Co., have expressed their willingness to get re-appointed as the statutory auditors of the Company and furnished their certificate of eligibility and consent for their re-appointment under section 141 of the Companies Act, 2013 and the rules framed there under. The Board based upon the recommendations of the Audit committee recommends the appointment of M/s. P. Murali & Co., as the statutory auditors of the Company.
The Report given by the Auditors on the financial statements of the Company is part of the Annual Report. There has been no qualification, reservation, adverse remark or disclaimer given by the Auditors in their Report.
Types of Committees:
The Company has 4 different Committees, they are:
a) Audit Committee
Composition of the Audit Committee:
The Audit Committee for the year was constituted of the following members:
|
Name of the Member |
Category |
|
1. Sri Y. Subba Rao, Chairman 2. Sri D. V. Ratna Kishore, Member J 3. Sri D. Krishna Kumar Raju, Member |
i. Independent Directors Non-Executive Director |
|
Mrs. V. Sreelatha, Company Secretary has acted as the Secretary to the Committee. |
|
b) |
Nomination & Remuneration Committee |
|
|
The Nomination and Remuneration Committee for the year was |
constituted of the following members: |
|
Name of the Member |
Category |
|
1. Sri K. Satyanarayana Raju , Chairman 2. Sri Y. Subba Rao, Member '' |
Independent Directors |
C) |
3. Sri D. V. Ratna Kishore, Member Stakeholders Relationship Committee |
|
|
The Stakeholders Relationship Committee was constituted of the following Directors: |
|
|
Name of the Member |
Category |
1. |
Shri Y. Subba Rao, Chairman |
|
2. |
Shri Indukuri Venkata Subba Raju, Member |
Independent Directors |
3. |
Shri D. V. Ratna Kishore, Member
|
|
d) |
Corporate Social Responsibility Committee |
|
|
The Corporate Social Responsibility Committee was constituted of the following Directors: |
|
Name of the Member |
Category |
1. |
Sri Venkateswara Dontireddy Reddy, Chairman |
|
2. |
Sri Indukuri Venkata Subba Raju, Member J |
Independent Directors |
3. |
Sri Y. Siddharth Reddy, Member |
|
Corporate Governance:
As required by Regulation 34 of SEBI(LODR) Regulations, 2015 a separate section containing the Report on Corporate Governance together with the Certificate on the compliance with the conditions of Corporate Governance issued by the Auditors of the Company is appended hereto and they form part of this Annual Report.
Secretarial Audit
The Board of Directors have appointed M/s R. & A Associates, a firm of practicing Company Secretaries, Hyderabad as the Secretarial Auditor to conduct Secretarial Audit of the Company for the Financial year ended 31st March, 2016 in compliance with the provisions of Section 204 of the Companies Act , 2013.
The report of the Secretarial Audit Report by M/s. R & A Associates, in Form MR-3 is enclosed as Annexure to this Report. Replies to the observations made by the Secretarial Audit report :
The Directors noted the delay in filings and have taken the necessary steps to avoid the same in future.
The board is reforming the existing internal control systems of the Company in order to ensure foremost compliances of the applicable rules, laws and regulations
Vigil Mechanism/Whistle Blower Policy :
The Board of Directors of the Company has adopted Whistle Blower Policy. This policy is formulated to provide an opportunity to employees and an avenue to raise concerns and to access in good faith the Audit Committee, to the highest possible standards of ethical, moral and legal business conduct and its commitment to open communication, in case they observe unethical and improper practices or any other wrongful conduct in the Company, to provide necessary safeguards for protection of employees from reprisals or victimization and to prohibit managerial personnel from taking any adverse personnel action against those employees.
Details of adequacy of internal financial controls
The company has in place adequate internal financial controls with reference to financial statements. In addition, the Company has also appointed M/s. B.N & Company, Chartered Accountants as the Internal Auditors of the Company to conduct the regular Internal Audit and place its Report before the Audit Committee. During the year, such controls were tested and no reportable material weakness in the design or operation was observed.
Change in the Nature of Business:
There has been no change in the nature of business of the Company during the financial year under review.
The details of significant material orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future:
No significant or material orders were passed by the regulators or courts or tribunals impacting the going concern status and company''s operations in future during the year under review
Material changes and Commitments:
There were no material changes and commitments in the business operations of the Company from the Financial Year ended 31st March, 2016 to the date of signing of the Director''s Report.
Risk Management Policy
The Company has policy for identifying risk and established controls to effectively manage the risk. Further the company has laid down various steps to mitigate the identified risk.
Mechanism for Board Evaluation:
Pursuant to Regulation 17 of the SEBI(LODR) Regulations,2015 and section 134 of the Companies Act, 2013 states that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies act, 2013 states that the performance evaluation of the independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.
The Directors evaluation was broadly based on the parameters such as understanding of the Company''s vision and objective, skills, knowledge and experience, participation and attendance in Board/ Committee meetings; governance and contribution to strategy; interpersonal skills etc.
The Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as evaluation of the working of its Board Committees. A structures questionnaire was prepared covering various aspects of the Board''s functioning such as adequacy of the composition of the Board and its Committees, Board Culture, execution and performance of specific duties, obligations and governance.
A meeting of the Independent Directors was also held which reviewed the performance of Non-Independent Directors, Chairman and the quality, quantity and timelines of flow of information between the Company management and Board.
Disclosure pertaining to sexual harassment of women at workplace:
During the Financial year ended 31st March, 2016 the Company has neither received any complaints nor there are any pending complaints pertaining to sexual harassment.
Subsidiary Companies:
Pursuant to Section 129(3) of the Companies Act, 2013, a statement consisting salient features of financial statements of subsidiaries, associates and joint venture companies in Form AOC-1 is attached. The Company has twenty two (22) subsidiary outfits as on 31st March, 2016:
Domestic Subsidiaries:
1. Aquarian Realtors Private Limited
2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited
3. Bright Resorts Private Limited
4. Chanakyapuri Resorts Private Limited
5. Club Arzee Limited
6. International Country Holidays Private Limited
7. Jade Resorts Private Limited*
8. J J Arts & Entertainments Private Limited
9. Kolet Resort Club Private Limited*
10. Maruti Waterpark and Entertainments Private Limited
11. Country Vacations International Limited, India
12. Swami Vivekanand Training and Education Centre Private Limited
13. Swimwel Investment and Trading Private Limited
International Subsidiaries:
1. Country Club Babylon Resort Private Limited, Sri Lanka
2. Country Vacations International Limited, Dubai
3. Country Vacations International LLC, Dubai*
4. Country Vacations International LLC, Oman*
5. Country Vacations International LLC, Abu Dhabi*
6. Country Vacations International W.L.L, Bahrain*
7. Country Club and Vacations WLL, Qatar*
8. Country Vacations International SDN BHD, Malaysia*
9. Country Vacations International Limited, London*
* Has become subsidiary of the Company under Section 2(87) of the Companies Act, 2013.
The Ministry of Corporate Affairs (MCA) has through its General Circular No. 2/2011 dated 08th February 2011, has granted general exemption to all the Companies from the requirement to attach various documents in respect of Subsidiary Companies, as set out in sub-section (1) of Section 212 of the Companies Act 1956. Accordingly Balance sheet, Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the balance sheet of the Company.
Further your Company hereby undertakes that Annual Accounts of the Subsidiary Companies and the related detailed information shall be made available to the Shareholders of the Company and Subsidiary Companies seeking such information at any point of time. The Annual Accounts of the Subsidiary Companies shall also be kept open for inspection by the Shareholders at the Registered Office of the Company and of the Subsidiary Companies concerned. The Company shall furnish a hard copy of details of Accounts of Subsidiaries to any shareholder on demand.
Personnel:
The relationship between the management and the staff was very cordial throughout the year under review. Your Directors take this opportunity to record their appreciation for the cooperation and loyal services rendered by the employees.
Deposits:
The Company has not accepted any deposits, during the year under review.
Particulars of Loans, Guarantees and Investments:
The Company has invested in M/s. Country Club World Tours and Travels Private Limited in the year 2015-16 up to the tune of INR 11,000/-.
Acknowledgments:
Your Directors wish to place on record their appreciation for the support extended by government authorities, bankers, customers and shareholders of the Company.
Your Directors also wish to place on record their appreciation for the sincere services rendered by the employees of your Company during the year. Their dedication, teamwork and efficiency have been commendable.
For and on behalf of the Board
For Country Club Hospitality & Holidays Limited
Y. Varun Reddy Y. Siddharth Reddy
Place: Hyderabad Vice Chairman, JMD & COO Vice-Chairman, JMD & CEO
Date : 13th August, 2016 DIN: 01905757 DIN: 00815456
Mar 31, 2015
The Directors are pleased in presenting the 24th Annual Report of the
Company together with Audited Annual Accounts for the year ended 31st
March, 2015.
Financial Results
(Rupees in Lakhs)
Particulars Consolidated (Mar' 15) Standalone (Mar' 15)
Current Previous Current Previous
Year Year Year Year
Total Income 50046.83 49695.01 27318.08 32140.82
Operating profit
before interest,
depreciation and tax 12111.71 12109.71 5304.98 7918.15
Interest and
financial charges 4911.06 4668.58 4059.83 3919.49
Depreciation 4000.35 4601.84 1899.99 2822.70
Profit before
taxation 3200.30 2839.29 (654.84) 1175.96
Tax 523.10 1118.24 474.35 1079.82
Profit after
taxation 2677.20 1721.05 (1129.19) 96.14
Transfer to
General Reserves Nil Nil Nil Nil
Provision
for dividend Nil 42.83 Nil 42.83
Provision for
dividend tax Nil 7.28 Nil 7.28
Surplus carried
to Balance Sheet 2677.20 1670.94 Nil 46.03
Results of Operations :
During the year under review, the turnover of the Company was Rs.
500.46 Crores as compared to Rs. 496.95 Crores for the previous year.
The Company is constantly striving to improve its membership, and hopes
to achieve better results in the forthcoming year.
Outlook :
India's travel and tourism industry is one of the most profitable
industries in the country, and also credited with contributing a
substantial amount of foreign exchange. Indian tourism offers a
potpourri of different cultures, traditions, festivals and places of
interest.
The country is one of the favorite tourist destinations from the year
2009 and will continue to be one of the favorite till 2018, in
accordance to world travel and tourism Council (WTTC). Further, the
Travel and Tourism Competitiveness Report by World Economic Forum, has
ranked India at the
sixth place in tourism and hospitality.
Key segments of the Indian tourism and hospitality industry are:
- Accommodation and catering
- Transportation
- Attractions
- Travel agents
- Tour operators
The Indian tourism industry has been on an upswing for last few years
partially due to an excellent 'Incredible India' campaign and is
expected to Rise up to US$ 431.7 billion by the end of 2020.
The presence of world-class hospitals and skilled medical professionals
make India a preferred destination for medical tourism. Tour operators
are teaming up with hospitals to tap this market.
Cruise shipping is one of the most dynamic and fastest growing
components of the global leisure industry. India, with its vast and
beautiful coastline, virgin forests, and undisturbed idyllic islands
can be a fabulous tourist destination for cruise tourists.
India has potential to develop the rural tourism industry as most of
its population resides in rural areas. This can benefit the local
community economically and socially, and enable interaction between
tourists and locals for a mutually enriching experience.
Number of meetings of the board :
9 Board Meetings held during the Financial Year 2014-15.
Un-Paid / Un-claimed Dividend Amount :
Following amounts are lying in the Un-paid / Un- claimed Dividend
Account of the Company:
Financial Year Amount
2013 Â 2014 273276
2012 Â 2013 270121
2011 Â 2012 244778
2010 - 2011 234126
2009 Â 2010 247067
2008 Â 2009 759900
2007 Â 2008 543860
Investor Education & Protection Fund :
The amount which was lying in the Un-claimed
Dividend Account of the Company for the FY 2006 Â 2007 of Rs. 7,13,028
(Rupees Seven Lakhs Thirteen Thousand and Twenty Eight Only) has been
transferred to Investor Education & Protection Fund Account (IEPF).
Share Capital :
The Paid-up Share Capital of the Company stands at Rs. 32,69,29,470
(Rupees Thirty Two Crores Sixty Nine Lakhs Twenty Nine Thousand Four
Hundred and Seventy Only) as on 31st March, 2015.
The entire Paid-up Share Capital of the Company is listed with both the
Stock Exchange(s) namely, M/s. Bombay Stock Exchange Limited (BSE) and
M/s. National Stock Exchange Of India Limited (NSE).
Management Discussion and Analysis :
Pursuant to Clause 49 of the Listing Agreement, a report on the
management discussion and analysis is enclosed herewith.
CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Information as required under section 134(3)(m) of the Companies Act,
2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 forming
part of Directors Report for the year ended 31st March, 2015.
The information as per Section 134 of the Companies Act, 2013 has to be
presented:
A. Conservation of energy
(i) The steps taken or impact on conservation of Energy: The Company is
continuously monitoring the consumption of energy and implements
wherever necessary the required measures for conserving it.
(ii) The Steps taken by the Company for utilizing alternate sources of
Energy: NIL
(iii) The Capital Investment on energy conservation equipments: NIL
B. Technology absorption:
(i) The efforts made towards technology : No technology  indigenous or
foreign
absorption - is involved.
(ii) The benefits derived like product
Improvement, cost reduction, product : Not applicable
Development or import substitution
(iii) in case of imported technology (imported during the last three
years reckoned from the beginning of the Financial year) :No technology
has been imported during the year.
(a) The details of technology imported : Nil
(b) The year of import : Not applicable
(c) Whether the technology been fully Absorbed : Not applicable
(d) If not fully absorbed, areas where If not fully absorbed, : Not
applicable areas where absorption has not taken place, and the reasons
thereof;
(iv) The expenditure incurred on Research and Development : Nil
Extracts of Annual Return and other disclosures under Companies
(Appointment & Remuneration) Rules, 2014
The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3)
(a) of the Companies Act, 2013 read with Rule 8 of Companies Act
(Accounts) Rules 2014 and Rule 12 of Companies (Management &
Administration) Rules, 2014 is enclosed as Annexure I to this report.
Particulars of Employees:
Information as per Rule 5(1) of Chapter XIII, Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
Name of Director Designation Remuneration Remunerent
Chairman &
Y. Rajeev Reddy 84,00,000 84,00,000
Managing
Director
Vice-Chairman,
Y. Siddharth Reddy 30,00,000 30,00,000
JMD & CEO
Vice-Chairman,
Y. Varun Reddy 30,00,000 30,00,000
JMD & COO
Vice-Chairman &
D. Krishna
Kumar Raju 15,00,000 30,00,000
Director
Chief Financial
Kudligi
Phaneendra Rao 18,18,000 18,18,000
Officer
Sreelatha V Company
Secretary 2,55,000 2,40,000
Total Remuneration of KMP's 1,79,73,000 1,94,58,000
Name of Director % of Remun Ratio of Ratio of remuneration to
ration in remuneration
2015 as
compared to MRE Revenues Net Profit
to 2014 FY 14-15 FY 14-15)
Y. Rajeev Reddy Nil 70 times 0.0031 -0.074
Y.Siddarth Reddy Nil 25 times 0.0011 -0.026
Y.Varun Reddy Nil 25 times 0.0011 -0.026
D.Krishna Kuamr Nil 25 times 0.0011 -0.026
Raju
Kudligi phaneedra Nil 15.15 times 6.70 -0.016
Rao
SreelathaV 6.25 2.13 times 9.40 -0.002
tOTAL Remuneration
KMP'S 0.08 - 16.1064 -0.17
1. The Median Remuneration of the employees of the Company during the
financial year was Rs. 10,000/- 2. In the financial year, there was an
increase of 10% in the median remuneration employees.
3. There are 6006 permanent Employees on the Rolls of the Company as
on 31st March, 2015.
4. Variations in the market capitalization of the Company:
a) The Market Capitalization of the Company as on 31st March, 2015 was
Rs. 174.08 Crores as compared to Rs. 125.05 Crores as on 31.03.2014
b) The price earnings ratio of the Company was (15.43) as at 31st
March, 2015 and was 109.29 as at 31st March, 2014
c) The closing share price of the Company at BSE Limited on 31st March,
2015 being Rs. 10.65/- per equity share of face value of Re. 2/- each
has grown 5.3 times since the last offer for sale made in the year 1994
(Offer Price was Rs. 10/- per equity share of face value of Rs. 10/-
each).
5. The key parameters for the variable component of remuneration
availed by the directors are considered by the Board of Directors based
on the recommendations of the Nomination and Remuneration Committee.
6. 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  N.A. and
7. It is hereby confirmed that the remuneration is as per the
remuneration policy of the Company.
Directors :
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Sri. Y. Varun Reddy,
Vice-Chairman, JMD & COO of the Company who retire by rotation at the
24th Annual General Meeting and being eligible, offer himself for re-
appointment.
The board has proposed for re-appointment of Sri Y. Siddharth Reddy ,
who has completed his tenure as Vice-Chairman, JMD & CEO on 01.09.2015
and Sri Y. Rajeev Reddy, who shall complete his tenure as Chairman &
Managing Director on 31.03.2016, z for a further period of 5 (five)
years with effect from the respective dates.
Brief profile of the Directors proposed to be re- appointed stating the
nature of their expertise in specific functional areas, their
shareholding along with other relevant details are given at the end of
the Notice of the Annual General Meeting. The Board recommends their
reappointment by the Members at the ensuing 24th Annual General
Meeting.
None of the directors of the Company are disqualified from being
appointed as directors as specified in section 164 of the Companies
Act, 2013, as amended.
Statement on Declaration given by Independent Directors under
Sub-Section (6) of Section 149 of the Companies Act, 2013:
The Independent Directors have submitted the Declaration of
Independence, as required pursuant to Section 149 (7) of the Companies
Act, 2013 stating that they meet the criteria of independence as
provided in Sub-Section (6) of section 149 of Companies Act, 2013.
Details of Directors or key Managerial Personnel who were appointed or
have resigned during the year :
Mr. K. Phaneendra Rao, was appointed as Chief Financial Officer of the
Company on 14.08.2014
Directors' Responsibility Statement:
Pursuant to the requirements under Section 134 of the Companies Act,
2013 with respect to the Directors' Responsibility Statement, the Board
of Directors of the Company hereby confirms:
(a) that in the preparation of the annual accounts for the Financial
year ended 31st March, 2015, the applicable accounting standards have
been followed;
(b) that the directors have selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31st March, 2015, and Profit and Loss
Statement of the Company for that period;
(c) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
(d) that the directors have prepared the annual accounts for the
financial year ended 31st March, 2015, on a going concern basis;
(e) that the directors have laid down internal controls to be followed
by the Company and that such internal financial controls are adequate
and were operating effectively;
(f) that the directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively;
Related Party Transactions:
All the related party transactions are entered on arms length basis and
are in compliance with the applicable provisions of the Act and the
listing agreement. There are no materially significant related party
transactions made by the Company during the Financial Year 2014-15
which may have the potential conflict with the interest of the company
at large.
Thus disclosure in Form AOC-2 is not required.
Further in accordance with the requirements of the listing agreement,
the company has formulated policies on related party transactions and
material subsidiaries. The policy is available on the website:
www.countryclubindia.net
Auditors:
M/s. P. Murali & Co., Chartered Accountants, Statutory Auditors of the
Company, the statutory Auditors of the Company, who holds office until
the conclusion of the ensuing Annual General Meeting and are eligible
for re-appointment as per section 139 of Companies Act, 2013.
M/s. P. Murali & Co., have expressed their willingness to get
re-appointed as the statutory auditors of the Company and furnished
their certificate of eligibility and consent for their re- appointment
under section 141 of the Companies Act, 2013 and the rules framed there
under. The Board based upon the recommendations of the Audit committee
recommends the appointment of M/s. P. Murali & Co., as the statutory
auditors of the Company.
The Report given by the Auditors on the financial statements of the
Company is part of the Annual Report. There has been no qualification,
reservation, adverse remark or disclaimer given by the Auditors in
their Report.
Types of Committees:
The Company has 4 different Committees, they are:
a) Audit Committee
Composition of the Audit Committee:
The Audit Committee for the year was constituted of the following
members:
Name of the Member Category
1. Sri Y. Subba Rao, Chairman Independent Director
2. Sri D. V Ratna Kishore, Member Independent Director
3. Sri D. Krishna Kumar Raju, Member Non-Executive Director
Mrs. V Sreelatha, Company Secretary has acted as the Secretary to the
Committee.
b) Nomination & Remuneration Committee
The Nomination and Remuneration Committee for the year was constituted
of the following members:
Name of the Member Category
1. Sri K. Satyanarayana Raju , Chairman ^
2. Sri Y. Subba Rao, Member J. Independent Director
3. Sri D. V Ratna Kishore, Member j
The Company follows a policy on remuneration of directors and other
senior managerial personnel's. The Policy is recommended by the
Nomination and Remuneration Committee and approved by the Board. More
details of the same is given in the Corporate Governance Report.
c) Stakeholders Relationship Committee
The Stakeholders Relationship Committee was constituted of the
following Directors:
Name of the Member Category
1. Shri Y. Subba Rao, Chairman
2. Shri Indukuri Venkata Subba Raju, Member Independent Directors
3. Shri D. V. Ratna Kishore, Member
Mrs. V Sreelatha, Company Secretary has acted as the Secretary to the
Committee.
d) Corporate Social Responsibility Committee
The Corporate Social Responsibility Committee was constituted of the
following Directors:
Name of the Member Category
1. Sri Venkateswara Dontireddy Reddy Chairman 1
2. Sri Indukuri Venkata Subba Raju, Member / Independent Directors
3. Sri Y. Siddharth Reddy, Member
The Report on Corporate Social Responsibility as per Rule 8 of
(Corporate Social Responsibility Policy) Rules, 2014 is prepared and
the same is given in the Corporate Governance Report.
Statement pursuant to the Listing Agreement :
The Company's equity shares are listed on the Bombay Stock Exchange
Limited (BSE) and National Stock Exchange of India Limited (NSE) and
the Company has paid the annual listing fees up to Financial Year
2015-16.
The Company got listed on M/s. National Stock Exchange Of India Limited
(NSE) on 3rd February, 2015.
The Company has delisted its shares from M/s. Madras Stock
Exchange(MSE) due to exit of MSE from Trading Business.
Corporate Governance:
As required by Clause 49 of the Listing Agreement, a separate section
containing the Report on Corporate Governance together with the
Certificate on the compliance with the conditions of Corporate
Governance issued by the Auditors of the Company is appended hereto and
they form part of this Annual Report.
Secretarial Audit
The Board of Directors have appointed M/s R. & A Associates, a firm of
practicing Company Secretaries, Hyderabad as the Secretarial Auditor to
conduct Secretarial Audit of the Company for the Financial year ended
31st March, 2015 in compliance with the provisions of Section 204 of
the Companies Act , 2013.
The report of the Secretarial Audit Report by M/s. R & A Associates,
in Form MR-3 is enclosed as Annexure - II to this Report.
Replies to the observations made by the Secretarial Audit report :
Mr. K. Phaneendra Rao, was acting as Deputy General Manager (DGM) of
the Company and keeping in view of his expertise and services rendered
to the Company., the board has designated Mr. K. Phaneendra Rao, as the
Chief Financial Officer of the Company at their Meeting held on 14th
August, 2014.
Due to inadvertence, the company has not made the necessary filings,
submissions with the Registrar of Companies and the stock Exchanges and
the company ensures to comply with the same in future
The board is reforming the existing internal control systems of the
Company in order to ensure foremost compliances of the applicable
rules, laws and regulations
Vigil Mechanism/Whistle Blower Policy :
The Board of Directors of the Company has adopted Whistle Blower
Policy. This policy is formulated to provide an opportunity to
employees and an avenue to raise concerns and to access in good faith
the Audit Committee, to the highest possible standards of ethical,
moral and legal business conduct and its commitment to open
communication, in case they observe unethical and improper practices or
any other wrongful conduct in the Company, to provide necessary
safeguards for protection of employees from reprisals or victimization
and to prohibit managerial personnel from taking any adverse personnel
action against those employees.
Details of adequacy of internal financial controls
The company has in place adequate internal financial controls with
reference to financial statements. In addition, the Company has also
appointed M/s. B.N & Company, Chartered Accountants as the Internal
Auditors of the Company to conduct the regular Internal Audit and place
its Report before the Audit Committee. During the year, such controls
were tested and no reportable material weakness in the design or
operation was observed.
Change in the Nature of Business:
There has been no change in the nature of business of the Company
during the financial year under review, however the company has
inserted Real Estate Business in the Main Objects with the members
approval through Postal Ballot.
The details of significant material orders passed by the regulators or
courts or tribunals impacting the going concern status and Company's
operations in future:
No significant or material orders were passed by the regulators or
courts or tribunals impacting the going concern status and company's
operations in future during the year under review Change of Name of the
Company:
The Company has changed its Name from Country Club (India) Limited to
Country Club Hospitality & Holidays Limited. The said change was
approved in the 23rd Annual General Meeting of the Company held on 30th
September, 2014 and the Registrar of Companies, Telangana & Andhra
Pradesh has issued a fresh certificate of incorporation on 27th
November, 2014 consequent to the change.
Material changes and Commitments:
There were no material changes and commitments in the business
operations of the Company from the Financial Year ended 31st March,
2015 to the date of signing of the Director's Report.
Risk Management Policy
The Company has policy for identifying risk and established controls to
effectively manage the risk. Further the company has laid down various
steps to mitigate the identified risk.
Mechanism for Board Evaluation:
Clause 49 of the Listing Agreement states that the board shall monitor
and review the board evaluation framework. The Companies Act, 2013
states that a formal annual evaluation needs to be made by the Board of
its own performance and that of its committees and individual
directors. Schedule IV of the Companies act, 2013 states that the
performance evaluation of the independent directors shall be done by
the entire Board of Directors, excluding the director being evaluated.
The Directors evaluation was broadly based on the parameters such as
understanding of the Company's vision and objective, skills, knowledge
and experience, participation and attendance in Board/ Committee
meetings; governance and contribution to strategy; interpersonal skills
etc.
The Board has carried out the annual performance evaluation of its own
performance, the Directors individually as well as evaluation of the
working of its Board Committees. A structures questionnaire was
prepared covering various aspects of the Board's functioning such as
adequacy of the composition of the Board and its Committees, Board
Culture, execution and performance of specific duties, obligations and
governance.
A meeting of the Independent Directors was also held which reviewed the
performance of Non-Independent Directors, Chairman and the quality
quantity and timelines of flow of information between the Company
management and Board.
Disclosure pertaining to sexual harassment of women at workplace:
During the Financial year ended 31st March, 2015 the Company has
neither received any complaints nor there are any pending complaints
pertaining to sexual harassment.
Subsidiary Companies:
Pursuant to Section 129(3) of the Companies Act, 2013, a statement
consisting salient features of financial statements of subsidiaries,
associates and joint venture companies in Form AOC-1 is enclosed as
Annexure - III. The Company has twenty two (22) subsidiary outfits as
on 31st March, 2015:
Domestic Subsidiaries:
1. Aquarian Realtors Private Limited
2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private
Limited
3. Bright Resorts Private Limited
4. Chanakyapuri Resorts Private Limited
5. Club Arzee Limited
6. International Country Holidays Private Limited
7. Jade Resorts Private Limited*
8. J J Arts & Entertainments Private Limited
9. Kolet Resort Club Private Limited
10. Maruti Waterpark and Entertainments Private Limited
11. Country Vacations International Limited, India
12. Swami Vivekanand Training and Education Centre Private Limited
13. Swimwel Investment and Trading Private Limited International
Subsidiaries:
1. Country Club Babylon Resort Private Limited, Sri Lanka
2. Country Vacations International Limited, Dubai
3. Country Vacations International LLC, Dubai*
4. Country Vacations International LLC, Oman*
5. Country Vacations International LLC Abu Dhabi*
6. Country Vacations International WL.L, Bahrain*
7. Country Club and Vacations WLL, Qatar*
8. Country Vacations International SDN BHD, Malaysia*
9. Country Vacations International Limited, London*
* Has become subsidiary of the Company under Section 2(87) of the
Companies Act, 2013.
The Ministry of Corporate Affairs (MCA) has through its General
Circular No. 2/2011 dated 08th February 2011, has granted general
exemption to all the Companies from the requirement to attach various
documents in respect of Subsidiary Companies, as set out in sub-section
(1) of Section 212 of the Companies Act 1956. Accordingly Balance
sheet, Statement of Profit and Loss and other documents of the
Subsidiary Companies are not being attached with the balance sheet of
the Company.
Further your Company hereby undertakes that Annual Accounts of the
Subsidiary Companies and the related detailed information shall be made
available to the Shareholders of the Company and Subsidiary Companies
seeking such information at any point of time. The Annual Accounts of
the Subsidiary Companies shall also be kept open for inspection by the
Shareholders at the Registered Office of the Company and of the
Subsidiary Companies concerned. The Company shall furnish a hard copy
of details of Accounts of Subsidiaries to any shareholder on demand.
Personnel:
The relationship between the management and the staff was very cordial
throughout the year under review. Your Directors take this opportunity
to record their appreciation for the cooperation and loyal services
rendered by the employees.
Deposits:
The Company has not accepted any deposits, during the year under
review.
Particulars of Loans, Guarantees and Investments:
There were no fresh loans, guarantees or investments made by the
Company under Section 186 of the Companies Act, 2013 during the year
under review.
The details of the existing Guarantees given below:
The Company has given the Corporate Guaranty to National Bank of
Fujairah, Dubai, in respect of loan taken by M/s. Country Vacations
International Ltd- Dubai. The Outstanding Balance as on 31.03.2015 is
Rs.86,29,05,958/-
Acknowledgments:
Your Directors wish to place on record their appreciation for the
support extended by government authorities, bankers, customers and
shareholders of the Company.
Your Directors also wish to place on record their appreciation for the
sincere services rendered by the employees of your Company during the
year. Their dedication, teamwork and efficiency have been commendable.
For and on behalf of the Board of Directors
For Country Club Hospitality & Holidays Limited
Y. Varun Reddy Y. Siddharth Reddy
Place : Hyderabad Vice Chairman, JMD & COO Vice-Chairman,
JMD & CEO
Date : 13th
August, 2015 DIN: 01905757 DIN: 00815456
Mar 31, 2014
The Members of
M/s. Country Club (India) Limited
The Directors have pleasure in presenting the 23rd Annual Report of the
Company together with Audited Annual Accounts for the year ended 31st
March, 2014.
Financial results (Rs. in Lakhs)
Particulars Consolidated (Mar'' 14) Standalone (Mar'' 14)
Current Year Previous year Current Year Previous year
Total Income 49695.01 47,569.86 3,2140.82 31,873.85
Operating profit
before interest,
depreciation
and tax 12,109.71 15,641.31 7918.14 9,517.98
Interest and
financial charges 4,668.58 4,477.91 3919.49 4,109.38
Depreciation 4,601.84 4,136.92 2,822.70 2,365.44
Profit before
taxation 2,839.29 7,026.48 1,175.96 3,043.16
Tax 1,118.24 1,413.46 1,079.82 1,361.41
Profit after
taxation 1,721.05 5,613.03 96.14 1,681.75
Transfer to
General Reserves Nil Nil Nil Nil
Provision for
dividend 42.83 89.46 42.83 89.46
Provision for
dividend tax 7.28 14.51 7.28 14.51
Surplus carried
to Balance Sheet 1,670.94 5,509.05 46.03 1,577.78
Results of operations
During the year under review, the turnover of the Company was Rs.496.95
Crores as compared to Rs.475.70 Crores for the previous year. The Company
is constantly striving to improve its membership, and hopes to achieve
better results in the forthcoming year.
Outlook
IndiaÂs travel and tourism industry is one of the most profitable
industries in the country, and also credited with contributing a
substantial amount of foreign exchange. Indian tourism offers a
potpourri of different cultures, traditions, festivals and places of
interest.
The country will definitely be one of the favourite tourist
destinations from 2009 to 2018, according to world travel and tourism
Council (WTTC). Further, the Travel and Tourism Competitiveness Report
by World Economic Forum, has ranked India at the sixth place in tourism
and hospitality. Key segments of the Indian tourism and hospitality
industry are:
Accommodation and catering
Transportation
Attractions
Travel agents
Tour operators
The Indian tourism industry has been upswing for last few years
partially due to an excellent ÂIncredible India campaign and is
expected to rise up to US$ 431.7 billion by the end of 2020.
The presence of world-class hospitals and skilled medical professionals
make India a preferred destination for medical tourism. Tour operators
are teaming up with hospitals to tap this market.
Cruise shipping is one of the most dynamic and fastest growing
components of the global leisure industry. India with a vast and
beautiful coastline, virgin forests, and undisturbed idyllic islands
can be a fabulous tourist destination for cruise tourists.
India has potential to develop the rural tourism industry as most of
its population resides in rural areas. This can benefit the local
community economically and socially, and enable interaction between
tourists and locals for a mutually enriching experience.
Dividend and Transfer to Reserves
Keeping in view of the current yearÂs low Profit as compare to previous
yearÂs profit your Directors are pleased to recommend a dividend of 5%,
only to the Non- Promoter members on the equity share capital of
Rs.8,56,54,698/- resulting in a cash outflow of Rs.50.10 Lacks including
Dividend Tax. Dividend on Equity Share Capital for the year ended 31st
March, 2014, which if approved by the Members at the forthcoming Annual
General Meeting, will be paid out of current year profits within 30
days of declaration.
Un-Paid / Un-claimed Dividend Amount Following amounts are lying in the
Un-paid / Un- claimed Dividend Account of the Company:
Financial Year Amount (Rs.)
2012 Â 2013 2,72,011
2011 Â 2012 2,46,973
2010 Â 2011 2,34,381
2009 Â 2010 2,47,422
2008 Â 2009 7,60,834
2007 Â 2008 5,44,080
2006 Â 2007 7,13,228
Share Capital
Your Company has alloted 7,40,00,000/- new Equity Shares of Rs.2/- each
to the shareholders of M/s. Amrutha Estates & Hospitality Private
Limited (AEHPL) in the Financial Year 2013-14 by virtue of
Amalgamation.
The New Paid-up Share Capital of your Company stands at Rs.32,69,29,470
(Rupees Thirty Two Crores Sixty Nine Lakhs Twenty Nine Thousand Four
Hundred and Seventy Only) as on 31st March, 2014.
The entire Paid-up Share Capital of your Company is listed with both
the Stock Exchange(s) namely, M/s. Bombay Stock Exchange Limited (BSE)
and M/s. Madras Stock Exchange Limited (MSE).
Amalgamation of M/s. Amrutha Estates & Hospitality Private Limited
(AEHPL):
The HonÂble High Court of Andhra Pradesh has passed the order of
Amalgamation of M/s. Amrutha Estates & Hospitality Private Limited with
your Company on 1st April, 2013 in the Financial Year 2013-14 and the
Company has received the said copy of Order on 18th April, 2013, which
is being a part of the Memorandum and Articles of Association of the
Company. Pursuant to the said Amalgamation, the financials of M/s.
Amrutha Estates & Hospitality Private Limited has been considered in
the Annual Results of the FY 2013-14.
Management Discussion and Analysis
Pursuant to Clause 49 of the Listing Agreement, a report on the
management discussion and analysis is enclosed herewith.
CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO Additional information as required U/S 217(1) (e) of
the Companies Act, 1956:
(a) Conservation of energy The Company is continuously monitoring the
consumption of energy and implements wherever necessary the required
measures for conserving it.
(b) (i) Technology absorption, adaptation and innovation No technology
 indigenous or foreign  is involved. (ii) Research and development
(R&D) No research and development was carried out.
(c) Foreign Currency Earnings/Inflow NIL Foreign Currency Expenditure /
Outflow Rs.24,64,066/- Particulars of Employees receiving remuneration of
Rs.60,00,000/- or more per annum or Rs.5,00,000/- or more per month are
given below:
Name of the employee Mr. Y. Rajeev Reddy
Designation Chairman & Managing Director
DIN 00115430
Total Remuneration (in Rs.) Rs.84,00,000 (36,00,000 is paid as Managing
Director Remuneration and Rs.48,00,000 is paid towards brand ambassador
fee).
Qualification B. Com (Hons)
Exp. (in years) 27 years
Date of commencement of Employment 17-05-1991
Age 57 years
Last Employment held Amrutha Group
Directors
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Smt. Y. Manjula Reddy, Director
of the Company who retire by rotation at the 23rd Annual General
Meeting and being eligible, offer herself for re-appointment. Brief
profile of the Director proposed to be re-appointed stating the nature
of her expertise in specific functional areas, her shareholding along
with other relevant details are given at the end of the Notice of the
Annual General Meeting. The Board recommends her reappointment by the
Members at the ensuing 23rd Annual General Meeting.
Further Sri D. V. Ratna Kishore, Sri K. Satyanarayana Raju , Sri
Indukuri Venkata Subba Raju and Sri Y. Subba Rao, who retires by
rotation at the Annual General Meeting, In line with the requirements
of the Companies Act, 2013, it is therefore proposed to appoint Sri D.
V. Ratna Kishore, Sri K. Satyanarayana Raju , Sri Indukuri Venkata
Subba Raju and Sri Y. Subba Rao, as Independent Directors on the Board
of the Company for a term upto five consecutive years, commencing from
30th September, 2014 not liable to retire by rotation. A brief profile
of proposed Independent Directors, including nature of their expertise
in specific functional areas, their shareholding along with other
relevant details are given at the end of the Notice of the Annual
General Meeting. The Board recommends their reappointment by the
Members at the ensuing 23rd Annual General Meeting. Further Sri
Venkateswara Dontireddy Reddy, who was appointed as an Additional
Director by the Board, proposed to be appointed as Independent Director
on the Board of the Company for a term upto five consecutive years,
commencing from 30th September, 2014 not liable to retire by rotation.
A brief profile of Sri Venkateswara Dontireddy Reddy including nature
of his expertise in specific functional areas, his shareholding along
with other relevant details are given at the end of the Notice of the
Annual General Meeting. The Board recommends their reappointment by the
Members at the ensuing 23rd Annual General Meeting. None of the
directors of the Company are disqualified from being appointed as
directors as specified in section 164 of the Companies Act, 2013, as
amended.
Directors Responsibility Statement
As required under Section 217 (2AA) of the Companies Act, 1956, Your
Directors hereby state:
i) That in the preparation of the Annual Accounts for the year ended
31st March 2014, the applicable accounting standards have been followed
and there are no material departures.
ii) That they have selected appropriate 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 on 31st March 2014 and of the Profit of the Company
for the Financial Year ended 31st March 2014.
iii) That they 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.
iv) That they have prepared the annual accounts for the Financial Year
ended 31st March 2014 on a going concern basis.
Auditors
M/s. P. Murali & Co., Chartered Accountants, will retire by rotation as
Auditors of the Company at the ensuing Annual General Meeting and being
eligible, offered themselves for re-appointment. M/s. P. Murali & Co.
has furnished a certificate of their eligibility under Section 141 of
the Companies Act, 2013. Board of Directors recommends their re-
appointment.
Statement pursuant to the Listing Agreement
The CompanyÂs equity shares are listed on the Bombay Stock Exchange
Limited (BSE) and Madras Stock Exchange Limited (MSE) and the Company
has paid the annual listing fees up to FY 2014-15.
Corporate Governance
As required by Clause 49 of the Listing Agreement, a separate section
containing the Report on Corporate Governance together with the
Certificate on the compliance with the conditions of Corporate
Governance issued by the Auditors of the Company is appended hereto and
they form part of this Annual Report.
Subsidiary Companies
The Company has twenty two (22) subsidiary outfits as on 31st March,
2014
Domestic Subsidiaries:
1. Aquarian Realtors Private Limited
2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private
Limited
3. Bright Resorts Private Limited
4. Chanakyapuri Resorts Private Limited
5. Club Arzee Limited
6. International Country Holidays Private Limited
7. Jade Resorts Private Limited*
8. J J Arts & Entertainments Private Limited
9. Kolet Resort Club Private Limited
10. Maruti Waterpark and Entertainments Private Limited
11. Country Vacations International Limited, India
12. Swami Vivekanand Training and Education Centre Private Limited
13. Swimwel Investment and Trading Private Limited
International Subsidiaries:
1. Country Club Babylon Resort Private Limited, Sri Lanka
2. Country Vacations International Limited, Dubai
3. Country Vacations International LLC, Dubai*
4. Country Vacations International LLC, Oman*
5. Country Vacations International LLC, Abu Dhabi*
6. Country Vacations International W.L.L, Bahrain*
7. Country Club and Vacations WLL, Qatar*
8. Country Vacations International SDN BHD, Malaysia*
9. Country Vacations International Limited, London*
*Has become subsidiary of the Company under Section
4(1) (c) of the Companies Act, 1956.
The Ministry of Corporate Affairs (MCA) has through its General
Circular No. 2/2011 dated 08th February 2011, has granted general
exemption to all the Companies from the requirement to attach various
documents in respect of Subsidiary Companies, as set out in sub-section
(1) of Section 212 of the Companies Act 1956. Accordingly Balance
sheet, Profit and Loss Account and other documents of the Subsidiary
Companies are not being attached with the balance sheet of the Company.
Further your Company hereby undertakes that Annual Accounts of the
Subsidiary Companies and the related detailed information shall be made
available to the Shareholders of the Company and Subsidiary Companies
seeking such information at any point of time. The Annual Accounts of
the Subsidiary Companies shall also be kept open for inspection for the
Shareholders at the Registered Office of the Company and of the
Subsidiary Companies concerned. The Company shall furnish a hard copy
of details of Accounts of Subsidiaries to any shareholder on demand.
Personnel
The relationship between the management and the staff was very cordial
throughout the year under review. Your Directors take this opportunity
to record their appreciation for the cooperation and loyal services
rendered by the employees.
Deposits
The Company has not accepted any deposits, during the year under
review.
Acknowledgments
Your Directors wish to place on record their appreciation for the
support extended by government authorities, bankers, customers and
shareholders of the Company.
Your Directors also wish to place on record their appreciation for the
sincere services rendered by the employees of your Company during the
year. Their dedication, teamwork and efficiency have been commendable.
For and on behalf of the Board
For Country Club (India) Limited
Place: Hyderabad Y. Rajeev Reddy Y. Siddharth Reddy
Date: 14th August, 2014 Chairman & Managing
Director Vice-Chairman, JMD
& CEO
Mar 31, 2013
To The Members of M/s. Country Club (India) Limited
The Directors have pleasure in presenting the 22nd Annual Report of the
Company together with Audited Annual Accounts for the year ended 31st
March, 2013.
Financial results
(Rs.in Lakhs)
Particulars Consolidated (Mar'' 13) Standalone (Mar'' 13)
Current
Year Previous
year Current
Year Previous
year
Total Income 47569.86 37204.41 31873.85 24695.53
Operating profit before
interest, depreciation
and tax 15641.31 11892.96 9517.98 6462.84
Interest 4477.91 2498.21 4109.38 1935.68
Depreciation 4136.92 3130.60 2365.44 1950.46
Profit before taxation 7026.48 6264.15 3043.16 2576.69
Provisions for taxation 1413.46 1305.74 1361.41 1241.43
Profit after taxation 5613.03 4958.41 1681.75 1335.26
TransfertoGeneral Reserves Nil Nil Nil Nil
Provision for dividend 89.46 89.46 89.46 89.46
Provision for dividend tax 14.51 14.51 14.51 14.51
Surplus carried to
Balance Sheet 5509.05 4854.44 1577.78 1231.29
Results of operations
During the year under review, the turnover of the Company was Rs.475.70
Crores as compared to Rs.372.04 Crores for the previous year. The
Company is constantly striving to improve its membership, and hopes to
achieve better results in the forthcoming year.
Outlook
India''s travel and tourism industry is one of the most profitable
industries in the country, and also credited with contributing a
substantial amount of foreign exchange. Indian tourism offers a
potpourri of different cultures, traditions, festivals and places of
interest.
The country will definitely be one of the favourite tourist
destinations from 2009 to 2018, according to world travel and tourism
Council (WTTC). Further, the Travel and Tourism Competitiveness Report
by World Economic Forum, has ranked India at the sixth place in tourism
and hospitality.
Key segments of the Indian tourism and hospitality industry are:
Accommodation and catering Transportation Attractions Travel agents
Tour operators The Indian tourism industry has been upswing for
last few years partially due to an excellent ÂIncredible India''
campaign and is expected to rise up to US$ 431.7 billion by the end of
2020.
The presence of world-class hospitals and skilled medical professionals
make India a preferred destination for medical tourism. Tour operators
are teaming up with hospitals to tap this market.
Cruise shipping is one of the most dynamic and fastest growing
components of the global leisure industry. India with a vast and
beautiful coastline, virgin forests, and undisturbed idyllic islands
can be a fabulous tourist destination for cruise tourists.
India has potential to develop the rural tourism industry as most of
its population resides in rural areas. This can benefit the local
community economically and socially, and enable interaction between
tourists and locals for a mutually enriching experience.
Dividend and Transfer to Reserves
Your Directors are pleased to recommend a dividend of 5% on the equity
share capital of Rs.17, 89, 29,470/- resulting in a cash outflow of Rs.
1.04 Cr including Dividend Tax. Dividend on Equity Share Capital for
the year ended 31st March, 2013, which if approved by the Members at
the forthcoming Annual General Meeting, will be paid out of current
year profits within 30 days of declaration.
Un-Paid / Un-claimed Dividend Amount
Following amounts are lying in the Un-paid / Un- claimed Dividend
Account of the Company:
Financial
Year Amount (Rs.)
2011Â2012 2,46,973
2010Â2011 2,34,381
2009Â2010 2,47,422
2008Â2009 7,60,835
2007Â2008 5,44,080
2006Â2007 7,13,228
Share Capital
The Paid-up Share Capital of your Company stands at Rs.17,89,29,470
(Rupees Seventeen Crores Eighty Nine Lakhs Twenty Nine Thousand Four
Hundred and Seventy Only) as on 31st March, 2013.
The entire Paid-up Share Capital of your Company is listed with both
the Stock Exchange(s) namely, M/s. Bombay Stock Exchange Limited (BSE)
and M/s. Madras Stock Exchange Limited (MSE)
Amalgamation of M/s. Amrutha Estates & Hospitality Private Limited
(AEHPL):
As you are aware that M/s. Amrutha Estates & Hospitality Private
Limited was in a process of amalgamation with your Company. In this
said process, Hon''ble High Court of Andhra Pradesh has passed the order
and the Company has received the said copy of Order on 18th April,
2013. Further the Copy of the Order has been filed with Registrar of
Companies, Hyderabad, Andhra Pradesh.
Further the financials of Country Club (India) Limited, considering the
M/s. Amrutha Estates & Hospitality Private Limited amalgamation would
be restated effective the annual results of 2013-14 onwards.
Management Discussion and Analysis
Pursuant to Clause 49 of the Listing Agreement, a report on the
management discussion and analysis is enclosed herewith.
CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO Additional information as required U/S 217(1) (e) of
the Companies Act, 1956:
(a) Conservation of energy The Company is continuously monitoring the
consumption of energy and implements wherever necessary the required
measures for conserving it.
(b) (i) Technology absorption, adaptation and innovation No technology
 indigenous or foreign  is involved. (ii) Research and development
(R&D) No research and development was carried out.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri D. Krishna Kumar Raju &
Shri. I. Venkata Subba Raju, Directors of the Company retire by
rotation at the 22nd Annual General Meeting and being eligible, offer
themselves for re- appointment. Brief profile of the Directors proposed
to be re-appointed stating the nature of their expertise in specific
functional areas, their shareholding along with other relevant details
are given at the end of the Notice of the Annual General Meeting. The
Board recommends their reappointment by the Members at the ensuing 22nd
Annual General Meeting.
None of the directors of the Company are disqualified from being
appointed as directors as specified in section 274(1) (g) of the
Companies Act, 1956, as amended.
Directors Responsibility Statement
The Directors of the Company hereby state:
i) That in the preparation of the Annual Accounts for the year ended
31st March 2013, the applicable accounting standards have been followed
and there are no material departures.
ii) That they have selected appropriate 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 on 31st March 2013 and of the Profit of the Company
for the Financial Year ended 31st March 2013.
iii) That they 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.
iv) That they have prepared the annual accounts for the Financial Year
ended 31st March 2013 on a going concern basis.
Auditors
M/s. P. Murali & Co., Chartered Accountants, will retire by rotation as
Auditors of the Company at the ensuing Annual General Meeting and being
eligible, offered themselves for re-appointment. M/s. P. Murali & Co.
has furnished a certificate of their eligibility under Section 224 (1B)
of the Companies Act, 1956. Board of Directors recommends their
re-appointment.
Statement pursuant to the Listing Agreement
The Company''s equity shares are listed on the Bombay Stock Exchange
Limited (BSE) and Madras Stock Exchange Limited (MSE) and the Company
has paid the annual listing fees up to 2013-14.
Corporate Governance
As required by Clause 49 of the Listing Agreement, a separate section
containing the Report on Corporate Governance together with the
Certificate on the compliance with the conditions of Corporate
Governance issued by the Auditors of the Company is appended hereto and
they form part of this Annual Report.
Subsidiary Companies
The Company has twenty two (22) subsidiary outfits as on 31st March,
2013:
Domestic Subsidiaries:
1. Aquarian Realtors Private Limited
2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private
Limited
3. Bright Resorts Private Limited
4. Chanakyapuri Resorts Private Limited
5. Club Arzee Limited
6. International Country Holidays Private Limited
7. Jade Resorts Private Limited
8. J J Arts & Entertainments Private Limited
9. Kolet Resort Club Private Limited
10.Maruti Waterpark and Entertainments Private Limited
11. Country Vacations International Limited, India 12.Swami Vivekanand
Training and Education
Centre Private Limited 13.Swimwel Investment and Trading Private
Limited
International Subsidiaries:
1. Country Club Babylon Resort Private Limited, Sri Lanka
2. Country Vacations International Limited, Dubai
3. Country Vacations International LLC, Dubai*
4. Country Vacations International LLC, Oman*
5. Country Vacations International LLC, Abu Dhabi*
6. Country Vacations International W.L.L, Bahrain*
7. Country Club and Vacations WLL, Qatar*
8. Country Vacations International SDN BHD, Malaysia*
9. Country Vacations International Limited, London*
*Has become subsidiary of the Company under Section 4(1) (c) of the
Companies Act, 1956.
The Ministry of Corporate Affairs (MCA) has through its General
Circular No. 2/2011 dated 08th February 2011, has granted general
exemption to all the Companies from the requirement to attach various
documents in respect of Subsidiary Companies, as set out in sub-section
(1) of Section 212 of the Companies Act 1956. Accordingly Balance
sheet, Statement of Profit and Loss and other documents of the
Subsidiary Companies are not being attached with the balance sheet of
the Company.
Further your Company hereby undertakes that Annual Accounts of the
Subsidiary Companies and the related detailed information shall be made
available to the Shareholders of the Company and Subsidiary Companies
seeking such information at any point of time. The Annual Accounts of
the Subsidiary Companies shall also be kept open for inspection for the
Shareholders at the Registered Office of the Company and of the
Subsidiary Companies concerned. The Company shall furnish a hard copy
of details of Accounts of Subsidiaries to any shareholder on demand.
Personnel
The relationship between the management and the staff was very cordial
throughout the year under review. Your Directors take this opportunity
to record their appreciation for the cooperation and loyal services
rendered by the employees.
Deposits
The Company has not accepted any deposits falling under Section 58A of
the Companies Act, 1956, during the year under review.
Acknowledgments
Your Directors wish to place on record their appreciation for the
support extended by government authorities, bankers, customers and
shareholders of the Company.
Your Directors also wish to place on record their appreciation for the
sincere services rendered by the employees of your Company during the
year. Their dedication, teamwork and efficiency have been commendable.
For and on behalf of the Board
For Country Club (India) Limited
Place: Hyderabad Y.Rajeev Reddy Y.Siddharth Reddy
Date: 30th May, 2013 Chairman &
Managing Director Vice-Chairman, JMD&CEO
Mar 31, 2012
To The Members of M/s. Country Club (India) Limited
The Directors have pleasure in presenting the 21 st Annual Report of
the Company together with Audited Annual Accounts for the year ended 31
st March, 201 2.
Financial results (Rs.in Lakhs)
Total Income 37,204.41 32,414.35 24,695.53 21,699.60
Operating profit
before interest,
depreciation and
tax 11,892.96 9,698.66 6,462.84 5,352.47
Interest and
financial charges 2,498.21 2,109.93 1,935.68 1,942.11
Depreciation 3,130.60 2,890.95 1,950.46 1,842.68
Profit before
taxation 6,264.15 5,280.77 2,576.69 2,135.86
Provisions
for taxation 1,305.74 1,075.45 1,241.43 1,019.79
Profit after taxation 4,958.41 4,205.32 1,335.26 1,116.08
Transfer to
General Reserves Nil Nil Nil Nil
Provision for
dividend 89.46 89.46 89.46 89.46
Provision for
dividend tax 14.51 14.51 14.51 14.51
Surplus carried
to Balance Sheet 4,854.44 4,101.35 1,231.29 1,012.11
Results of operations
During the year under review, the turnover of the Company was Rs372.04
Crores as compared to Rs324.14 Crores for the previous year. The Company
is constantly striving to improve its membership, and hopes to achieve
better results in the forthcoming year.
Outlook
India's travel and tourism industry is one of the most profitable
industries in the country, and also credited with contributing a
substantial amount of foreign exchange. Indian tourism offers a
potpourri of different cultures, traditions, festivals, and places
of interest.
The country will definitely be one of the favourite tourist
destinations from 2009 to 201 8, according to World Travel and Tourism
Council (WTTC). Further, the Travel and Tourism Competitiveness Report
by World Economic Forum, has ranked India at the sixth place in tourism
and hospitality.
Key segments of the Indian tourism and hospitality industry are:
- Accommodation and catering
- Transportation
- Attractions
- Travel agents
- Tour operators
The Indian tourism industry has been upswing for last few years
partially due to an excellent 'Incredible India' campaign and is
expected to rise up to US$ 431.7 billion by the end of 2020.
The presence of world-class hospitals and skilled medical professionals
make India a preferred destination for medical tourism. The segment
could earn India US$ 2.2 billion per year by 2012. Tour operators are
teaming up with hospitals to tap this market.
Cruise shipping is one of the most dynamic and fastest growing
components of the global leisure industry. India with a vast and
beautiful coastline, virgin forests, and undisturbed idyllic islands
can be
a fabulous tourist destination for cruise tourists. India has
potential to develop the rural tourism industry as most of its
population resides in rural areas. This can benefit the local community
economically and socially, and enable interaction between tourists and
locals for a mutually enriching experience.
Dividend and Transfer to Reserves
Your Directors are pleased to recommend a dividend of 5% on the equity
share capital of Rs17,89,29,470 resulting in a cash outflow of Rs1.04 Cr
including Dividend Tax. Dividend on Equity Share Capital for the year
ended 31st March, 2012, which if approved by the Members at the
forthcoming Annual General Meeting, will be paid
out of current year profits within 30 days of declaration.
Un-Paid / Un-claimed Dividend Amount
Following amounts are lying in the Un-paid / Un- claimed Dividend
Account of the Company:
2010-2011 2,49,271
2009-2010 2,48,132
2008-2009 7,65,514
2007-2008 5,44,080
2006-2007 7,13,228
Share Capital
The Paid-up Share Capital of your Company stands at Rs1 7,89,29,470
(Rupees Seventeen Crores Eighty Nine Lakhs Twenty Nine Thousand Four
Hundred and Seventy Only) as on 31st March, 2012.
The entire Paid-up Share Capital of your Company is listed with both
the Stock Exchange(s) namely, M/s. Bombay Stock Exchange Limited and
M/s. Madras Stock Exchange Limited.
Management Discussion and Analysis
Pursuant to Clause 49 of the Listing Agreement, a report on the
management discussion and analysis is enclosed herewith.
CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO Additional information as required U/S 217(1) (e) of
the Companies Act, 1956:
(a) Conservation of energy The Company is continuously monitoring the
consumption of energy and implements wherever
necessary, the required measures for conserving it.
(b) (i) Technology absorption, adaptation and innovation No technology
- indigenous or foreign - is involved.
(ii) Research and development (R&D) No research and development was
carried out.
(c) Foreign Currency Earnings/Inflow Rs6,98,1 2,905 Foreign Currency
Expenditure / Outflow Rs29,40,1 6,1 50
Directors
In accordance with the provisions of the Companies Act, 1 956 and the
Articles of Association of the Company, Sri. K. Satynarayana Raju, Sri.
D. V. Ratna Kishnore and Sri.Y. Subba Rao, Directors of the Company,
retire by rotation at the 21st Annual General Meeting and being
eligible, offer themselves for re-appointment. Brief resume of the
Directors proposed to be re-appointed stating the nature of their
expertise in specific functional areas, their shareholding along with
other relevant details are given at the end of the Notice of the Annual
General Meeting. The Board recommends their reappointment by the
Members at the ensuing 21 st Annual General Meeting.
None of the directors of the Company are disqualified from being
appointed as directors as specified in section 274(1) (g) of the
Companies Act, 1956, as amended.
Directors' Responsibility Statement
The Directors of the Company hereby state:
i) That in the preparation of the Annual Accounts for the year ended
31st March 2012, the applicable accounting standards have been followed
and there are no material departures.
ii) That they have selected appropriate 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 on 31 st March 201 2 and of the Profit of the Company
for the Financial Year ended 31st March 201 2.
iii) That they 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.
iv) That they have prepared the annual accounts for the Financial Year
ended 31 st March 201 2 on a going concern basis.
Auditors
M/s. R Murali & Co., Chartered Accountants, will retire by rotation as
Auditors of the Company at the ensuing Annual General Meeting and being
eligible, offered themselves for re-appointment. M/s. R Murali & Co.
has furnished a certificate of their eligibility under Section 224 (1B)
of the Companies Act, 1956. Board of Directors recommends their
re-appointment.
Statement pursuant to the Listing Agreement
The Company's equity shares are listed on the Bombay Stock Exchange
Limited (BSE) and Madras Stock Exchange Limited (MSE) and the Company
has paid the annual listing fees up to 201 2-1 3.
Corporate Governance
As required by Clause 49 of the Listing Agreements, a separate section
containing the Report on Corporate Governance together with the
Certificate on the compliance with the conditions of Corporate
Governance issued by the Auditors of the Company is appended hereto and
they form part of this Annual Report.
Subsidiary Companies
The Company has eighteen subsidiary outfits as on 31 st March, 2012:
Domestic Subsidiaries:
1. Aquarian Realtors Private Limited
2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private
Limited
3. Bright Resorts Private Limited
4. Chanakyapuri Resorts Private Limited
5. Club Arzee Limited
6. International Country Holidays Private Limited
7. Jade Resorts Private Limited
8. JJ Arts & Entertainments Private Limited
9. Kolet Resort Club Private Limited
10. Maruti Waterpark and Entertainments Private Limited
11. Country Vacations International Limited, India
12. Swami Vivekanand Training and Education Centre Private Limited
13. Swimwel Investment and Trading Private Limited
International Subsidiaries:
- Country Club Babylon Resort Private Limited, Sri Lanka
- Country Vacations International Limited, Dubai
- Country Vacations International LLC, Dubai*
- Country Vacations International LLC, Oman*
- Country Vacations International LLC, Abu Dhabi*
- Country Vacations International W.L.L, Bahrain*
- Country Club and Vacations WLL, Qatar*
*Has become subsidiary of the Company under Section 4(1) (c) of the
Companies Act, 1956.
The Ministry of Corporate Affairs (MCA) has through its General
Circular No. 2/201 1 dated 08th February 2011, has granted general
exemption to all the Companies from the
requirement to attach various documents in respect of Subsidiary
Companies, as set out in sub-section (1) of Section 212 of the
Companies Act, 1956. Accordingly Balance sheet, Profit and Loss
Account and other documents of the Subsidiary Companies are not being
attached with the balance sheet of the Company.
Further your Company hereby undertakes that Annual Accounts of the
Subsidiary Companies and the related detailed information shall be made
available to the Shareholders of the Company and Subsidiary Companies
seeking such information at any point of time. The Annual Accounts of
the Subsidiary Companies shall also be kept open for inspection for the
Shareholders at the Registered
Office of the Company and of the Subsidiary Companies concerned. The
Company shall furnish a hard copy of details of Accounts of
Subsidiaries to any shareholder on demand.
Personnel
The relationship between the management and the staff was very cordial
throughout the year under review. Your Directors take this opportunity
to record their appreciation for the cooperation and loyal services
rendered by the employees.
Deposits
The Company has not accepted any deposits falling under Section 58A of
the Companies Act, 1 956, during the year under review.
Acknowledgments
Your Directors wish to place on record their appreciation for the
support extended by government authorities, bankers, customers and
shareholders of the Company.
Your Directors also wish to place on record their appreciation for the
sincere sen/ices rendered by the employees of your Company during the
year. Their dedication, teamwork and efficiency have been commendable.
For and on behalf of the Board
For Country Club (India) Limited
Place: Hyderabad Y. Rajeev Reddy Y. Siddharth Reddy
Date: 03/09/2012 Chairman &
Managing Director
Vice-Chairman, JMD & CEO
Mar 31, 2011
The Members of
M/s. Country Club (India) Limited
The Directors have pleasure in presenting the 20h Annual Report of the
Company together with audited Annual Accounts for the year ended 31st
March, 2011.
Financial results
(Rs in Lakhs)
Particulars Consolidated (Mar' 11) Standalone (Mar' 11)
Current Year Previous year Current Year Previous year
Total Income 32,414.35 30,850.7 21,699.60 21,243.77
Operating
profit before
interest,
depreciation
and tax 9698.66 7877.26 5,352.47 4,644.70
Interest and
financial
charges 2,109.93 1,065.00 1,942.11 925.05
Depreciation 2,890.95 2,251.18 1,842.68 1,327.11
Profit before
taxation 5,280.77 5,134.37 2,135.86 2,921.69
Provisions
for taxation 1,075.45 1,166.29 1,019.79 1,125.96
Profit after
taxation 4,205.32 3,968.08 1,116.08 1,795.74
Transfer to
General
Reserves Nil Nil Nil Nil
Provision
for dividend 89.46 77.47 89.46 77.47
Provision for
dividend tax 14.51 12.87 14.51 12.87
Surplus
carried to
Balance Sheet 23,114.02 19,009.35 12,515.60 11,503.50
Results of operations
During the year under review, the turnover of the Company was Rs324.14
Crores as compared to Rs308.51 Crores for the previous year. The Company
is constantly striving to improve its membership, and hopes to achieve
better results in the forthcoming year.
Outlook
The Company's motto is to offer best service of the best quality at the
best price to its members. With this
in view the Company is constantly trying to improve its properties,
increasing the opportunities for its members to get the value for their
money.
The Company's Dubai office has been positioned to serve as the
strategic base for global expansion. In the coming years, the Company
will expand its brand's footprint across Middle East and Africa. The
Company aims to increase memberships by four fold to one million from
about 2,50,000 members at present.
In the pipeline the Company has plans to establish offices in Doha,
Bahrain, Saudi Arabia (Riyadh and Jeddah) and Kuwait in the middle east
region. Kenya and South Africa are also on the expansion radar with the
Company looking to set up base in Nairobi and Johannesburg in the near
future. The Company is also looking at Malayasia and Singapore to
expand its clubbing and Hospitality business.
Dividend and transfer to Reserves
Your Directors are pleased to recommend a dividend of 5% on the equity
share capital of Rs17,89,29,470 resulting in a cash outflow of 0.89
crores (excluding dividend tax). Dividend on Equity Share Capital for
the year ended 31st March, 2011, which if approved by members at the
forthcoming Annual General Meeting, will be paid out of current year
profits within 30 days of declaration.
Un-Paid/Un-claimed Dividend Amount
Following amounts are lying in the Un-paid / un-claimed Dividend
Account of the Company:
Financial Year Amount in Rs
2009 Ã 2010 2,53,212
2008 Ã 2009 7,67,240
2007 Ã 2008 5,45,280
2006 Ã 2007 7,14,400
Share Capital
The paid-up Share Capital of your Company stands at Rs17,89,29,470
(Rupees seventeen crores eighty nine lakhs twenty nine thousand four
hundred and seventy only) as on 31st March, 2011.
During the year, the company has allotted 43,45,999
Equity Shares at Rs16.26 per Equity Share(which includes a premium of
Rs14.26 per equity share) to Mr. Y. Rajeev Reddy, promoter of the
Company, upon the conversion of 31,04,285 Share Warrants on 7th January
2011. These shares have been listed on Bombay Stock Exchange Limited
and the Company is in the process of making an application to Madras
Stock Exchange Limited for listing these shares.
Management Discussion and Analysis
Pursuant to Clause 49 of the Listing Agreement, a report on the
management discussion and analysis is enclosed herewith.
CONSERVATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO: Additional information as required U/S 217(1) (e)
of the Companies Act, 1956:
(a) Conservation of energy
The Company is continuously monitoring the consumption of energy and
implements wherever necessary, the required measures for conserving it
(b) (i) Technology absorption, adaptation and innovation No technology
à indigenous or foreign à is involved. (ii) Research and development
(R&D) No research and development was carried out.
Directors:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Smt. Manjula Reddy and Shri D.
V. Krishnam Raju, Directors of the Company, retire by rotation at the
20th Annual General Meeting and being eligible, offer themselves for
re-appointment. Brief resume of the Directors proposed to be re-
appointed stating the nature of their expertise in specific functional
areas, their shareholding along with other relevant details are given
at the end of the Notice of the Annual General Meeting. The Board
commends their reappointment by the members at the ensuing 20th Annual
General Meeting.
None of the Directors of the Company are disqualified from being
appointed as Directors as specified in Section 274(1) (g) of the
Companies Act, 1956, as amended.
Directors' Responsibility Statement:
The Directors of the Company hereby state:
i) That in the preparation of the Annual Accounts for the year ended
31st March 2011, the applicable accounting standards have been followed
and there are no material departures.
ii) That they have selected appropriate 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 on 31st March 2011 and of the Profit of the Company
for the financial year ended 31st March 2011.
iii) That they 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.
iv) That they have prepared the annual accounts for the financial year
ended 31st March 2011 on a going concern basis.
Auditors:
M/s. P. Murali & Co., Chartered Accountants, will retire by rotation as
Auditors of the Company at the ensuing Annual General Meeting and being
eligible, offered themselves for re-appointment. M/s. P. Murali & Co.
has furnished a certificate of their eligibility under Section 224 (1B)
of the Companies Act, 1956. Board of Directors recommends their
re-appointment.
Statement pursuant to the Listing Agreement:
The Company's equity shares are listed on the Bombay Stock Exchange
Limited (BSE) and Madras Stock Exchange Limited and the Company has
paid the annual listing fees up to 2011-12.
Corporate Governance:
As required by Clause 49 of the Listing Agreements, a separate Section
containing the Report on Corporate
Governance together with the Certificate on the compliance with the
conditions of corporate governance issued by the Auditors of the
Company is appended hereto and they form part of this Annual Report.
Subsidiary Companies:
The Company has eighteen subsidiary outfits as on 31st March, 2011:
Domestic Subsidiaries:
1. Aquarian Realtors Private Limited
2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private
Limited
3. Bright Resorts Private Limited
4. Chanakyapuri Resorts Private Limited
5. Club Arzee Limited
6. International Country Holidays Private Limited
7. Jade Resorts Private Limited
8. JJ Arts & Entertainments Private Limited
9. Kolet Resort Club Private Limited
10. Maruti Waterpark and Entertainments Private Limited
11. Country Vacations International Limited, India
12. Swami Vivekanand Training and Education Centre Private Limited
13. Swimwel Investment and Trading Private Limited International
Subsidiaries:
14. Country Club Babylon Resort Private Limited, Sri Lanka
15. Country Vacations International Limited, Dubai
16. Country Vacations International LLC, Dubai*
17. Country Vacations International LLC, Oman*
18. Country Vacations International LLC, Abudhabi*
* Has become subsidiary of the Company under Section 4(1) (c) of the
Companies Act, 1956.
New Ventures:
Your Company has added two more feathers in its cap, during the
financial year under review and details are:
I. Acquired "Club Arzee", an existing Recreation Club at Surat owned
by M/s. Club Arzee Limited by way of acquisition of 100% shareholding.
II. Set up an overseas entity at Abu Dhabi i.e. "Country Vacations
International LLC-AbuDhabi" to cater to the needs of the members in Abu
Dhabi and is a subsidiary of "Country Vacations International Limited Ã
Dubai, UAE".
The Ministry of Corporate Affairs (MCA) has through its General
Circular No. 2/2011 dated 08th February 2011, has granted general
exemption to all the
Companies from the requirement to attach various documents in respect
of subsidiary Companies, as set out in sub-section (1) of Section 212
of the Companies Act 1956. Accordingly Balance sheet, Profit and Loss
Account and other documents of the subsidiary Companies are not being
attached with the balance sheet of the Company.
Further your Company hereby undertakes that annual accounts of the
subsidiary companies and the related detailed information shall be made
available to shareholders of the Company and subsidiary companies
seeking such information at any point of time. The annual accounts of
the subsidiary companies shall also be kept for inspection by any
shareholder at the Registered Office of the company and of the
subsidiary companies concerned. The company shall furnish a hard copy
of details of accounts of subsidiaries to any shareholder on demand.
Personnel:
The relationship between the management and the staff was very cordial
throughout the year under review. Your Directors take this opportunity
to record their appreciation for the cooperation and loyal services
rendered by the employees.
Deposits:
The Company has not accepted any deposits falling under Section 58A of
the Companies Act, 1956, during the year under review.
Acknowledgments:
Your Directors wish to place on record their appreciation for the
support extended by government authorities, bankers, customers and
shareholders of the Company.
Your Directors also wish to place on record their appreciation for the
sincere services rendered by the employees of your Company during the
year. Their dedication, teamwork and efficiency have been commendable.
For and on behalf of the Board
For Country Club (India) Limited
Place: Hyderabad Y. Rajeev Reddy Y. Siddharth Reddy
Date: 01/09/2011 Chairman & Managing Director Vice-Chairman,
JMD & CEO
Mar 31, 2010
The Directors have pleasure in presenting the 19th Annual Report of
your Company together with Audited Annual Accounts for the financial
year ended 31st March, 2010.
Financial results
(Rupees in Lakhs)
Particulars Consolidated (Mar 10) Standalone (Mar 10)
Current Year Previous year Current Year Previous year
Total Income 30,850.66 40,843.44 21,243.78 29,293.29
Operating
profit before
interest,
depreciation
and tax 8,450.55 10,328.55 4,644.70 4,175.42
Interest and
financial
charges 1,065.00 1,415.29 925.05 1,351.72
Depreciation 2,251.18 1,661.88 1,327.11 1,143.63
Profit before
taxation 5,134.37 7,251.38 2,921.69 1,680.07
Provisions
for taxation 1,166.29 726.43 1,125.96 708.61
Profit after
taxation 3,968.08 6,524.95 1,795.74 971.46
Transfer to
General Reserves Nil 73.00 Nil 73.00
Provision for
dividend 77.47 309.70 77.47 309.70
Provision for
dividend tax 12.87 52.63 12.87 52.63
Surplus carried
to Balance
Sheet 19,009.35 15,131.61 11,503.50 9,798.10
Results of operations
During the year, the turnover of the Company was Rs. 308.51 Crores as
compared to Rs. 408 Crores for the previous year. The Company is
constantly striving to improve its membership, and hopes to achieve
better results in the forthcoming year.
Outlook
The Companys motto is to offer best service of the best quality at the
best price to its members. With this
in view, the Company is constantly trying to improve its properties,
increasing the opportunities for its members to get value for their
money. The Company has launched a new concept of ownership of
fractional Condos, under which the member is offered part ownership.
The product has received good response from the member public. The
Company hopes to launch more such innovative products to attract more
membership.
Dividend and transfer to Reserves
Your Directors are pleased to recommend a dividend of 5% on the equity
share capital of Rs.170,237,472/- resulting in a cash outflow of
Rs.77,46,690/- (pro-rata) (excluding dividend tax). Dividend on Equity
Share Capital for the year ended 31st March, 2010, which if approved by
members at the forthcoming Annual General Meeting, will be paid out of
current year profits within 30 days of declaration.
Un-Paid/Un-claimed Dividend Amount
Following amounts are lying in the Un-paid / un- claimed Dividend
Account of the Company:
Financial Year Amount in Rs.
2008 - 2009 : 7,78,597
2007 - 2008 : 7,40,588
2006 - 2007 : 7,23,028
Share Capital
The paid-up Share Capital of your Company stands at Rs.170,237,472/-
(Rupees Seventeen Crores Two Lakhs Thirty Seven Thousand Four Hundred
and Seventy Two only) as on 31st March, 2010.
During the year, the Company has allotted 76,94,001 Equity Shares at
Rs.16.26 per Equity Share to Shri Y. Rajeev Reddy, promoter of the
Company, upon the conversion of 54,95,715 Share Warrants on 30th March,
2010. The Company has filed an application for listing and trading
permission of aforesaid allotted shares with Bombay Stock Exchange
Limited, which is pending for approval.
Long-term resources
To augment the long-terms resources to the Company, the Company has
raised funds by way of issue of
convertible warrants. The details of which are given below:
Convertible Warrants
- During the previous year the Company has issued and allotted 7,00,000
warrants to Shri Y. Rajeev Reddy, Chairman & Managing Director of the
Company, at a price of Rs.770/- per warrant convertible into equal
number of Equity Shares of Rs.10/- each. The promoter has not exercised
his 7,00,000 (Seven Lakhs) warrants allotted on 01st October, 2008.
These warrants were due for conversion on 31st March, 2010. Hence, the
said warrants were expired and the Company has forfeited the 10% amount
collected in advance.
- The Company had issued and allotted 86,00,000 Convertible Warrants to
Shri Y. Rajeev Reddy, Chairman & Managing Director of the Company, at a
price of Rs.22.76 per warrant convertible into seven equity shares of
Rs.2/- each for every five warrants on 08th July, 2009, out of which
54,95,715 Warrants are converted into 76,94,001 Equity Shares.
The Balance 31,04,285 Warrants are eligible for conversion into seven
equity shares of Rs.2/- each for every five warrants. The last date for
conversion of Warrants into Equity Shares is 07th January, 2011.
- The Company has issued & obtained approval of shareholders at their
EGM held on 30th April, 2010 for 3,00,00,000 Convertible warrants to
M/s. Zen Garden Hotel Private Limited, a company registered under the
Companies Act, 1956 and belonging to the promoter group of the Company
at a price of Rs.25/- per warrant convertible into equal number of
Equity shares of Rs.2/- each for every warrant.
New Venture
During the year, the Company has set up a new overseas branch at
Muscat, Sultanate of Oman. The branch is set up as ÃCountry Vacations
International LLC - Omanà and is a subsidiary of Country Vacations
International Limited - Dubai, U.A.E.
Management Discussion and Analysis
Pursuant to Clause 49 of the Listing Agreement, a report on the
management discussion and analysis is enclosed herewith.
CONVERSATION OF ENERGY, TECHNICAL ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO Additional information as required U/s 217(1) (e) of
the Companies Act, 1956
(a) Conservation of energy The Company is monitoring the
consumption of energy and is
identifying measures for
conserving it.
(b) (i) Technology absorption,
adaptation and innovation No technology - indigenous or
foreign - is involved.
(ii) Research and development
(R&D) No research and development was
carried out.
(c) Foreign Currency Earnings Rs.49,65,564
Foreign Currency Expenditure /
Outflow Rs.74,94,295/Rs.4,74,94,295
Particulars of Employees
In pursuance to the provisions of Section 217(2A) of the Companies Act,
1956, read with the Companies (Particulars of Employees) Rules, 1975,
the particulars of employees receiving remuneration of Rs. 24,00,000 or
more per annum or Rs. 200,000 or more per month are given below:
Sl. Name Designation Total Qualification Exp.
No. Remuneration (in
years)
(in Rs.)
1 Y. Rajeev Reddy Chairman & 36,00,000 B.Com (Hons.) 23
Managing
Director Years
2 Y. Siddharth Reddy Vice-
Chairman, 30,00,000 Graduation in 6
Joint
Managing
Director Finance with
Hons. Years
& CEO from
University of
Texas, Austin
3 Y. Varun Reddy Vice-
Chairman, 30,00,000 B.A. (Eco), 4
Joint
Managing
Director B.A.
(Corporate Years
& COO Communication
4 D. Krishna Kumar
Raju Vice-
Chairman & 33,00,000 B. Com 10
Executive
Director (Hons) Years
Name Date of Age Last Employment
Commencement held
of Employment
Y.Rajeev Reddy 17-05-1991 53 Amrutha Group
Years
Y.Siddharth Reddy 30-07-2005 27 N.A.
Years
Y.Varun Reddy 01-08-2006 25 N.A.
Years
D.Krishna Kumar Raju 27-11-2004 53 Country Condos
Years Limited
Subsidiaries
Ministry of Corporate Affairs, Government of India, vide order No.
47/690/2010-CL-III dated 26th August, 2010 has granted approval that
the requirement to attach various documents in respect of subsidiary
companies, as set out in sub-section (1) of Section 212 of the
Companies Act, 1956, shall not apply to the Company. Accordingly, the
Balance Sheet, Profit and Loss Account and other documents of the
subsidiary companies are not being attached with the Balance Sheet of
the Company. Financial information of the subsidiary companies, as
required by the said order, is disclosed in the Annual Report. The
Company will make available the Annual Accounts of the subsidiary
companies and the related detailed information to any member of the
Company who may be interested in obtaining the same. The annual
accounts of the subsidiary companies will also be kept open for
inspection by any investor at the Registered Office of the Company and
that of the respective subsidiary companies. The Consolidated Financial
Statements presented by the Company include financial results of its
subsidiary companies.
Directors
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Shri Indukuri Venkata Subba
Raju and Shri D. Krishna Kumar Raju, Directors of the Company, retire
by rotation at the 19th Annual General Meeting and being eligible,
offer themselves for re-appointment. Brief resume of the Directors
proposed to be re-appointed stating the nature of their expertise in
specific functional areas, their shareholding along with other relevant
details are given at the end of the Notice of the Annual General
Meeting. The Board commends their reappointment by the members at the
19th Annual General Meeting.
None of the directors of the Company are disqualified from being
appointed as directors as specified in section 274(1) (g) of the
Companies Act, 1956, as amended.
Directors Responsibility Statement The Directors of the Company hereby
state: i) that in the preparation of the Annual Accounts for the year
ended 31st March 2010, the applicable Accounting Standards have been
followed and there are no material departures.
ii) that they have selected appropriate 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 on 31st March 2010 and of the Profit
of the Company for the financial year ended 31st March 2010.
iii) that they 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.
iv) that they have prepared the annual accounts for the financial year
ended 31st March 2010 on a going concern basis.
Auditors
M/s. P. Murali & Co., Chartered Accountants, are retiring as Auditors
of the Company, but being eligible, have offered themselves for
re-appointment. M/s. P. Murali & Co. have furnished a certificate of
their eligibility U/s 224 (1B) of the Companies Act, 1956. Board of
Directors recommends their re- appointment.
Statement pursuant to the Listing Agreement
The Companys equity shares are listed on the Bombay Stock Exchange
Limited (BSE) and the Company has paid the annual listing fees up to
2010-11.
Corporate Governance
As required by Clause 49 of the Listing Agreements, a
Place: Hyderabad Date: 30th August, 2010
separate section containing the Report on Corporate Governance together
with the Certificate on the compliance with the conditions of corporate
governance issued by the Auditors of the Company are appended hereto
and they form part of this Annual Report.
Subsidiary Companies
The Company has Sixteen subsidiary outfits, both Domestic and
International as on 31st March, 2010.
Domestic Subsidiaries:
1. Aquarian Realtors Private Limited
2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private
Limited
3. Bright Resorts Private Limited
4. Chanakyapuri Resorts Private Limited
5. International Country Holidays Private Limited (formerly known as
Aakruti Engineers Private Limited)
6. Jade Resorts Private Limited*
7. J. J. Arts and Entertainments Private Limited
8. Kolet Resort Club Private Limited
9. Maruti Waterpark and Entertainments Private Limited
10. Country Vacations International Limited, India
11. Swami Vivekanand Training and Education Centre Private Limited
12. Swimwel Investment and Trading Private Limited * Has become
subsidiary of the Company U/s 4(1) (c) of the Companies Act, 1956.
Y. Rajeev Reddy Chairman & Managing Director
International Subsidiaries:
1. Country Club Babylon Resort Private Limited, Sri Lanka
2. Country Vacations International Limited, Dubai
3. Country Vacations International LLC, Dubai*
4. Country Vacations International LLC, Oman*
* Has become subsidiary of the Company U/s 4(1) (c) of the Companies
Act, 1956.
Personnel
The relationship between the management and the staff was very cordial
throughout the year under review. Your Directors take this opportunity
to record their appreciation for the cooperation and loyal services
rendered by the employees.
Deposits
The Company has not accepted any deposits falling U/s 58A of the
Companies Act, 1956, during the year under review.
Acknowledgements
Your Directors wish to place on record their appreciation for the
support extended by government authorities, bankers, customers and
shareholders of the Company.
Your Directors also wish to place on record their appreciation for the
sincere services rendered by the employees of your Company during the
year. Their dedication, teamwork and efficiency have been commendable.
For and on be half of the Board
For Country Club (India) Limited
Y. Rajeev Reddy Y. Siddharth Reddy
Chairman & Managing Director Vice-Chairman,JMD & CEO
Place: Hyderabad
Date:30th August,2010