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Asian Hotels (North) Directors Report, Asian Hotels Reports by Directors
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Asian Hotels (North)
BSE: 500023|NSE: ASIANHOTNR|ISIN: INE363A01022|SECTOR: Hotels
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« Mar 10
Directors Report Year End : Mar '11
To the members,
 
 The Directors are pleased to submit their 30th Report together with
 the Audited Accounts for the year ended 31st March, 2011.
 
 FINANCIAL RESULTS
 (on stand-alone basis)
 
                                                   (Rupees in Crores)
 
                                               2010-11     2009-2010
                                         (twelve-month    (Six-month 
                                               period)       period)
 
 Sales Turnover (net)                           240.58        145.02
 
 Profit Before Interest & 
 Depreciation,                                   83.01         60.57 
 Prior period adjustments & Extra
 -ordinary /Exceptional Item etc.
 
 Interest & Finance charges                      28.33         11.52
 
 Depreciation                                    10.88          6.86
 
 Prior Year Adjustments                          (0.01)         0.01
 
 Extra-ordinary /Exceptional Items                   -          7.95
 
 Profit Before Tax                               43.81         34.23
 
 Provision for Taxation (Net)                    15.22          7.36
 
 Net Profit                                      28.59         26.87
 
 Surplus Brought Forward                        112.35        281.51
 
 Profit Available for Appropriation             140.94        308.38
 
 Transfer to General Reserve                      2.85          2.55
 
 Proposed / Paid Dividend - Preference 
 Shares                                           0.05          0.04
 
 Proposed Dividend - Equity                       4.86          5.70
 
 Corporate Dividend Tax                           0.80          0.95
 
 Deduction on re-organization as 
 per Scheme                                          -        186.79
 
 surplus Carried Forward                        132.38        112.35
 
 Earning per share - Basic & Diluted 
 (Rs.) - non-annualised                          21.10*        20.17
 
 * Current year’s figures are based on the expanded capital post
 conversion of fully convertible preference shares.
 
 The Company achieved sales turnover of Rs. 240.58 crores for the year
 under review as compared to Rs. 145.02 crores achieved over previous
 accounting period comprising only of six months. Further, the Company
 registered profit before tax at Rs. 43.81 crores for the year under
 review as against Rs. 34.23 crores of the previous accounting period.
 
 The shareholders are aware that the Appointed Date for transferring
 and vesting of the Mumbai Undertaking and Kolkata Undertaking under the
 Scheme of Arrangement and De-merger (the Scheme) pursuant to Section
 391-394 of the Companies Act, 1956 (the Act), as approved by the
 Hon’ble High Court of Delhi vide Order dated 13th January, 2010, was
 31st October, 2009. Resultantly, the financial results for the
 six-month period ended 31st March, 2010, include the operational
 results of Mumbai Undertaking and Kolkata Undertaking for one-month
 period ended 31st October, 2009, besides the operational results of the
 Delhi Undertaking for the said six-month period.
 
 Hence the financial results are not comparable for these reasons.
 
 As regards the Auditors’ observation in para 17 of the Annexure to
 their Report, your Directors wish to clarify that due to the ongoing
 Serviced Apartments and Expansion projects, the Company temporarily
 utilized certain short term funds for long term purposes to meet the
 cash flow mismatch. The said short term loans are being re-paid as per
 schedule.
 
 Your Directors are confident that the Company has adequate arrangements
 to meet its liabilities in time.
 
 Green initiative
 
 The Ministry of Corporate Affairs has, vide Circular no.17/2011 dated
 21st April, 2011 read with Circular no. 18/2011 dated 29th April, 2011,
 taken a Green Initiative in Corporate Governance by allowing
 paperless compliances by companies through electronic mode.
 Accordingly, companies are now allowed to send various notices and
 documents including the annual report to their shareholders through
 their registered email addresses.
 
 In view of the above, your Company shall e-mail the soft copy of this
 annual report to shareholders whose email addresses are registered with
 the Company and have not opted for a printed copy on being given the
 option. However, such shareholders may still obtain a printed copy on
 request.  Shareholders whose email addresses are not registered or
 those who have opted against the soft copy, shall be served the printed
 annual report in normal course.
 
 DIVIDEND
 
 After providing for obligatory dividend of 1% on the outstanding
 non-convertible preference shares, your Directors are pleased to
 recommend a dividend of Rs. 2.50 per equity share.
 
 FOREIGN EXCHANGE RECIEPTS
 
 The Company’s earnings in foreign exchange for the year under review
 amounted to Rs. 148.19 crores as compared to Rs. 143.89 crores during
 the previous six-month period.
 
 CAPITAL STRUCTURE
 
 Post allocation of capital in pursuance of the Scheme, your Company was
 carrying the obligation to service 6259255 1% Fully Convertible
 Preference Shares of Rs. 10/- each (FCPS) issued at a premium of Rs.
 530/- per FCPS, and 4950000 1% Non-convertible Redeemable Preference
 Shares of Rs. 10/- each (NCPS) issued at a premium of Rs. 80/- per
 NCPS.
 
 On 26th December, 2010, the entire lot of FCPS was converted into
 equity shares at a price of Rs. 419.80 per equity share as calculated
 in accordance with the mechanism provided in the Scheme read with
 Regulation 76 in Chapter VII (Preferential issues) of the SEBI (Issue
 of Capital and Disclosure Requirements) Regulation, 2009. Consequently,
 8051447 equity shares of Rs. 10/- each were issued, out of which
 7360645 shares were issued to Fineline Holdings Limited, Mauritius, a
 wholly owned company by the Jatia group and 690802 shares to UDT
 Enterprises Pty. Ltd., Australia an independent equity investor, who is
 not a promoter or person acting in concert with the promoters, directly
 or indirectly. These equity shares were admitted for trading by
 National Stock Exchange and Bombay Stock Exchange on 8th March, 2011
 and 9th March, 2011 respectively.
 
 The entire lot of outstanding NCPS was due for redemption on 30th June,
 2010. Your Company redeemed 50000 NCPS held by Infrastructure
 Development Finance Company Ltd. on the due date but extended the
 redemption date in respect of 4900000 NCPS, initially to 30th June,
 2011, and then to 30th June, 2013, with mutual consent of Magus Estates
 and Hotels Limited, a Jatia Group Company, which has in the meantime
 become a subsidiary of the Company. NCPS redemption was re-scheduled
 primarily to ease the cash flow in view of on going expansion
 activities detailed in the following paragraphs.
 
 Un-claimed shares
 
 Out of the shares issued pursuant to the Scheme, certiflcates relating
 to a large number of equity shares (issued in physical form) were
 returned undelivered by the postal authorities. Accordingly, the
 Company followed the due process in terms of Clause 5A.II of the
 Listing Agreement, and 73907 equity shares relating to 875
 shareholders, which remained un-claimed as on 5th August, 2011, were
 transferred to a separate folio namely Asian Hotels (North) Limited –
 Un-claimed Suspense Account. The Company has already opened a separate
 demat account with Karvy Stock Broking Limited entitled Asian Hotels
 (North) Limited – Un-claimed Suspense Account, and these shares shall
 be dematerialized and kept in that account until claimed by the
 respective rightful owners.
 
 PROMOTERS
 
 The Company is controlled by the Jatia Group, comprising inter-alia Mr.
 Raj Kumar Jatia, Mr. Shiv Jatia and in turn companies controlled by
 them namely Fineline Holdings Ltd., Yans Enterprises (H.K.) Ltd. and
 Asian Holdings Pvt. Ltd.
 
 Such persons directly or indirectly own and control various operating
 companies of the Jatia Group viz Asian Hotels (North) Limited (AHNL),
 Magus Estates and Hotels Limited (Magus) and Ascent Hotels Private
 Limited (Ascent). All the said constituents singularly and
 collectively, including the operating companies comprise Jatia group in
 terms of the definition of Group as defined in the Monopolies and
 Restrictive Trade Practices Act, 1969. Some of the said constituents
 exercise control over the Company as directors and / or shareholders.
 The said group and its constituents have no control over the persons /
 entities clubbed under Other Promoters and should not be deemed to be
 acting in concert with any entity or person other than those forming
 part of the Jatia Group.
 
 EXPANSION PLANS / FUTURE PROSPECTS
 Serviced Apartments Project
 
 Your Directors, in their previous report detailed the Company’s plan of
 making a foray into Serviced Apartments, and renew and expand the
 existing facilities at Hyatt Regency Delhi.
 
 Your Directors are pleased to apprise that construction of the new
 building comprising the proposed Serviced Apartments is in full swing
 and expect it to be completed, as planned, during the ongoing financial
 year.
 
 Expansion Project
 
 Similarly, the renovation and expansion of the existing facilities,
 planned in two phases spanning over the years 2010 to 2013 for
 operational expediency, is in progress. The first phase, expected to be
 executed by 31st March, 2012, shall add 24 bays. Further, up-gradation
 of the fitness center and renovation of the existing suites is also
 part of the first phase. The second phase shall comprise of
 construction of a new ballroom, pre- function area, additional meeting
 rooms and additional 24 bays, and is expected to be carried out between
 April 2012 and August 2013.
 
 Kolkata Project
 
 In response to a financial bid made to West Bengal Housing
 Infrastructure Development Corporation Limited (WBHIDCO), the Company
 has been offered allotment of a plot of land measuring appox. six acres
 on free hold basis for setting up of a five star hotel (Kolkata
 Project). The Company has already made part payment for the land.
 
 The Company has received an Expression of Interest, together with
 advances aggregating Rs. 13 crores, for forging a joint venture in
 respect of the Kolkata project from a company, of which one of the
 directors is related to certain directors of the Company.
 
 INVESTMENTS / SUBSIDIARIES
 
 Your Directors are pleased to inform that during the year under review
 your Company made an investment of Rs. 391 crores in an overseas
 company, namely Fineline Hospitality and Consultancy Pte. Ltd.,
 Mauritius (Fineline Hospitality), a company in the hospitality sector,
 acquiring 53% of its equity capital and optionally convertible
 preference capital.
 
 Resultantly, the Company also acquired indirect control of the
 subsidiaries of Fineline Hospitality, namely Most Prof Hospitality and
 Consultancy Pte.  Ltd., Mauritius (Most Prof), Lexon Ventures Pte.
 Ltd., BVI (Lexon) and Magus Estates & Hotels Limited, India (Magus).
 
 Magus owns India’s first Four Seasons Hotel in Mumbai which commenced
 operations in 2008. Magus has also plans to undertake construction of a
 85 storey hotel cum commercial project as part of its expansion.
 
 Consolidated Financial results
 
 In pursuance of General Circular No. 2/2011 dated 8th February, 2011,
 issued by the Ministry of Corporate Affairs, Government of India, your
 Directors have decided to avail of the general exemption granted under
 Section 212(8) of the Act from attaching individual balance sheet,
 profit & loss account and reports of the Directors and Auditors of the
 subsidiaries along with the holding company’s balance sheet.
 
 In view of the above, your Directors have presented the stand-alone
 financial statements of the Company and consolidated financial
 statements comprising financials of the Company, its subsidiary,
 Fineline Hospitality and its step-down subsidiaries named above, as
 part of this Annual Report.
 
 Individual balance sheet, profit & loss account, report of Board of
 Directors and report of Auditors of each of the subsidiaries are open
 for inspection by the shareholders at the registered office of the
 Company and its subsidiaries’, copies of which may be furnished, if
 desired by any shareholder.
 
 AUDITORS
 
 M/s. Mohinder Puri & Company, Chartered Accountants, New Delhi, the
 present auditors of the Company, retire at the forthcoming Annual
 General Meeting and are eligible for re-appointment. They have
 certified that their appointment, if made, will be in accordance with
 the limits specified under Section 224 (1B) of the Act.
 
 The Audit Committee has recommended their re-appointment.
 
 INTERNAL AUDIT
 
 During the year, at the recommendation of the Audit Committee, M/s.
 Lodha & Co., Chartered Accountants, New Delhi were appointed as
 Internal Auditors in place of M/s. S.S. Kothari Mehta & Co., Chartered
 Accountants, in order to make the internal audit more meaningful and
 objective by infusion of a new team.
 
 The Audit Committee regularly takes stock of the actions taken on the
 observations and recommendations made by the Internal Auditors.
 
 DIRECTORS
 
 In the previous Annual General Meeting held on 28th September, 2010,
 Mr. Ramesh Jatia and Mr. Adarsh Jatia were re-appointed as Directors,
 and Mr. Shiv Jatia was re-appointed as Managing Director for a period
 of five years effective 10th April, 2011.
 
 Mr. Vinod Kumar Dhall, Mr. P.S. Dasgupta, Mr. Raj Kumar Jatia and Mr.
 Amritesh Jatia were appointed as additional directors on 11th November,
 2010, and hold office upto the date of the ensuing annual general
 meeting. The Company has received notices under Section 257 of the Act
 proposing their candidature for the office of director.
 
 Mr. Adarsh Jatia was appointed as Joint Managing Director effective 1st
 January, 2011, for a period of five years on such remuneration and
 terms and conditions as are detailed in the resolution forming part of
 the notice for the ensuing annual general meeting.
 
 In accordance with the requirement of the Act, and pursuant to Article
 116 of the Articles of Association, two of the directors viz. Mr. Lalit
 Bhasin and Mr. Dinesh C. Kothari retire by rotation at the ensuing
 annual general meeting and, being eligible, offer themselves for
 re-appointment.
 
 DIRECTORS/ RESPONSIBLITY STATEMENT UNDER SECTION 217(2AA) OF THE
 COMPANIES ACT,1956
 
 Pursuant to Section 217 (2AA) of the Act, your Directors confirm as
 under:
 
 - that in the preparation of annual accounts for the year ended 31st
 March, 2011, the applicable Accounting Standards have been followed
 along with proper explanation relating to material departures, if any;
 -  that the Directors have selected such accounting policies and applied
 them consistently and made judgments and estimates that are reasonable
 and prudent so as to give a true and fair view of the state of affairs
 of the Company at the end of the financial year under review and of the
 profit of the Company for that year;
 
 - that the Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Act for safeguarding the assets of the Company and
 for preventing and detecting fraud and other irregularities; and
 
 - that the Directors have prepared the annual accounts on a going
 concern basis.
 
 The significant accounting policies followed by the Company, and the
 required disclosures are detailed in the Schedules to the Accounts.
 
 INFORMATION REGARDING CONSERVATION OF ENERGY ETC.
 
 The information required pursuant to Section 217(1) (e) of the Act,
 read with Rule 2 of the Companies (Disclosure of Particulars in the
 Report of Board of Directors) Rules, 1988, pertaining to the
 conservation of energy, technology absorption, and foreign exchange
 earnings and outgo, to the extent possible in the opinion of your
 Directors, and forming part of this Report, is given in Annexure ‘A’.
 
 PARTICULARS OF EMPLOYEES
 
 The information pursuant to Section 217(2A) of the Act, read with the
 Companies (Particulars of Employees) Rules, 1975, and forming part of
 this Report, is given in Annexure ‘B’.
 
 CORPORATE GOVERNANCE
 
 Pursuant to Clause 49 of the Listing Agreement, the Report on Corporate
 Governance, together with Auditors’ Certificate thereon, is annexed to
 this Report as Annexure ‘C’ and ‘D’ respectively.
 
 CORPORATE SOCIAL RESPONSIBILITY
 
 As part of Corporate Social Responsibility drive, the Company supports
 two non-government organization viz. SMILE FOUNDATION for providing
 quality health care and education to the weaker sections of the
 society; and ASHA KIRAN, a home for physically challenged.
 
 During the year under review, the Company in partnership with SMILE
 FOUNDATION launched a new initiative called Smile on Wheels, a mobile
 promotional, curative and preventive healthcare service. Apart from
 having basic facilities to conduct x-rays, E.C.G. and laboratory tests,
 the mobile unit is also equipped with an operation theatre for
 conducting minor surgeries.
 
 The Company spent a sum of Rs 12.88 lacs on these projects during the
 year under review.
 
 MANAGEMENT DISCUSSION AND ANALYSIS
 
 Pursuant to Clause 49 of the Listing Agreement, the Management
 Discussion and Analysis Report is given below:
 
 Industry Structure & Developments, and Opportunities & Outlook
 
 The performance of the hospitality sector in India remained robust
 during the year under review. In most of the metros, the demand-supply
 gap ensured high occupancy levels and improved Average Room Rates.
 
 The tourism industry in the country has unlimited opportunities coming
 its way. India is witnessing rapid development and strong economic
 growth; and increasing political and economic affluence at the global
 level.
 
 The current 8% annual growth rate of the Indian Economy, which is
 likely to continue at that level over the next few years should ensure
 increased flow of business visitors. Though India accounts for a
 fraction of global tourist flow at present, its market share is
 projected to grow steadily in the coming years. The growing economy has
 also ensured increase in domestic travelers.
 
 Consequently, the outlook for the hospitality sector remains positive.
 
 
 Threats, Risks and Concerns
 
 Though the existing infrastructure in the country is improving
 steadily, a lot remains to be achieved. Improvement in the airport
 facilities, road and transport network and other facilities is
 desirable at all major tourist destinations if the momentum in the
 growth of the industry has to be sustained.
 
 Domestic insurgency, terrorism and global geo-political situations do
 adversely affect the hospitality sector.
 
 In the next three years, a number of new hotels shall be operational in
 the National Capital Region. The additional rooms shall, in short term,
 reduce the demand-supply gap, and therefore, may impact the
 profitability.
 
 At the macro level, the recent economic crisis in the United States is
 of concern, and has the potential of slowing down the global economy.
 
 Review of Operational and Financial Performance
 
 The Company has achieved an aggregate turnover of Rs. 240.58 crores for
 the year ended 31st March, 2011. The turnover in the previous six-month
 period ended 31st March, 2010 was Rs. 145.02 crores.
 
 Profit after taxes for the year under review was Rs. 28.59 crores. The
 Company achieved an increase of 4.6% in its occupancy levels as
 compared to the same period in the previous accounting years, coupled
 with a marginal increase in its Average Room Rate.
 
 Segment wise performance
 
 During the year under review, your Company operated an integrated hotel
 business at only one location i.e. Delhi. Other business segment being
 pursued by the Company namely, power generation is governed by a
 different set of risks and returns. In this segment, the Company has
 two Wind Turbine Generators (WTGs), but the assets as well as revenue
 generated were not significant enough for reporting in terms of the
 applicable Accounting Standard.
 
 Internal Control systems and their adequacy
 
 The Company has standard operating procedures for each operational
 area. It has in place adequate reporting systems in respect of
 financial performance, operational effciencies and reporting with
 respect to compliance of various statutory and regulatory matters. As
 detailed above, the Internal Auditors have regularly conducted
 exhaustive internal audits pertaining to all operational areas and
 their reports were periodically placed before the Audit Committee for
 its review and recommendations.
 
 The Company has in place adequate internal controls and systems.
 
 
 Human resources and industrial relations
 
 The success of any organization depends largely on its human resources,
 its management and good industrial relations. Your Company has always
 viewed human resource development as a critical activity for achieving
 its business goals.
 
 The Company enjoys harmonious relationship with its employees. The
 Company had 705 employees on its rolls as on 31st March, 2011.
 
 ACKNOWLEDGEMENT
 
 Your Directors place on record their sincere appreciation and gratitude
 to the Company’s valued customers, the Government of India, State
 Government of Delhi, and the Financial Institutions and Banks for their
 continued support and confidence in the Company.
 
 Your Directors also place on record their sincere gratitude to Hyatt
 International for their co-operation and guidance.
 
 Your Directors also commend the sincere efforts put in by the employees
 at all levels for the growth of the Company.
 
 
                                       For and on behalf of the Board
 
                                                           Shiv Jatia 
                                         Chairman & Managing Director
 
 Place: New Delhi 
 Dated: 12th August, 2011
Source : Dion Global Solutions Limited
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