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
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