Country Club (India) Ltd

The Directors have pleasure in presenting the 17th Annual Report of the
 Company together with audited Annual Accounts for the year ended 31st
 March 2008.
 
 Financial results
 
                                                          (Rs. in lakhs)
 Particulars                                     Consolidated Year ended
                                                31-03-2008    31-03-2007
 
 Total income                                     31470.86     15425.26
 Operating profit before interest, depreciation 
 and tax                                          12049.72      5756.62
 Interest and financial charges                    1263.94       607.48
 Depreciation                                       679.96       489.41
 Profit before taxation                           10105.82      4659.73
 Provisions for taxation                           3604.39      1318.96
 Profit after taxation                             6501.43      3340.77
 Prior period income/expenses                            -        (3.14)
 Transfer to General Reserves                       490.00       270.00
 Provision for dividend                             309.70       174.68
 Provision for dividend tax                          52.63        29.69
 Surplus carried to Balance Sheet                  9063.30      2863.26
 
       Standalone Year ended
 31-03-2008                  31-03-2007
 
 31424.03                    15386.34
 12043.75                     5890.31
  1263.83                      597.06
   652.79                      461.71
 10127.13                     4831.54
  3599.70                     1318.10
  6527.43                     3513.43
    (3.14)
   490.00                      270.00
   309.70                      174.68
    52.63                       29.69
  9261.97                     3035.92
 
 Results of operations
 
 Our Company has continued to show robust triple digit growth with Sales
 up from 154 Crs to 314 Crs giving us a strong 104% increase. Our EBIDTA
 has gone up from 52 Crs to 108 Crs giving us an increase of 108%. Our
 goal is to increase EBIDTA margins in the long run though we are
 prepared to sacrifice margins on the short run in exchange for more
 rapid growth. Our aggressive acquisition strategy has given us rich
 dividends and we have acquired over 25 properties in the last 18 months
 a majority of which came in the last 6 months. We continue to strive to
 give our members great value proposition club facilities, toe tapping
 entertainment and memories that will last a life time.
 
 Outlook
 
 In the future, CCIL will have in excess of a 100 properties where
 everyone in Metros and Tier I cities will have a club at their
 doorsteps. CCIL will soon have a very strong presence in every single
 metro in India where we intend to have a minimum of 6 properties in
 each metro. Our vision is to have over a million members as part of the
 Country Club Family. With our entry into Dubai which constitutes about
 a 51% Indian population, we have spread our wings to catering to the
 global Indian. We believe that the synergy of the Indian population
 along with our brand strength will be able to open up new gateways and
 opportunities in the entire Middle East.
 
 Dividend and transferation
 
 The Board of Directors of your Company has recommended a dividend of
 20% on the equity share capital of Rs. 15,48,49,470/- resulting in a
 cash outflow of Rs. 3,09,69,894/- (excluding dividend tax).
 
 Your Company proposes to transfer Rs. 4,90,00,000/- (Rupees Four Crores
 Ninty-lakhs Only) to the General Reserves out of the amount available
 for appropriation.
 
 As on 30th June 2008 an amount of Rs. 7,33,528/- (Rupees Seven Lakhs
 Thirty-three Thousand Five hundred and Twenty Eight only) is lying in
 the Un-paid / un-claimed Dividend Account of the Company for the
 financial year ended on March 31, 2007.
 
 Share capital
 
 The paid-up Share Capital of your Company stands at Rs. 15,48,49,470/-
 (Rupees Fifteen Crore Forty Eight Lakhs Forty-nine thousand
 Four-hundred and Seventy only) as on March 31, 2008.
 
 During the year the Company has issued and allotted 4,32,912 Equity
 Shares of Rs. 10/- each on October 20, 2007 at a price of Rs. 515 per
 share upon partial conversion of Foreign Currency Convertible Bonds of
 USD5 Millions.
 
 To augment the long-terms resources to the Company, the Company has
 raised funds by way of issue of Global Depository Receipts, convertible
 warrants and equity shares through qualified institution placement
 mechanism. The detail of which are given below:
 
 Warrants
 
 During the year under review the Company has issued and allotted
 6,00,000 warrants to the promoters and outsiders at a price of Rs.
 600/- per warrant convertible into equal number of Equity Shares of Rs.
 10/- each. These warrants are due for conversion.
 
 Qualified Institutional Placement
 
 In the month of January, 2008 the Company has issued and allotted
 18,80,322 Equity Shares of Rs. 10/- each at a price of Rs. 770/- per
 Equity Share to Qualified Institutional Buyers issued under Qualified
 Institutional Placement mechanism given under Chapter XIIIA of SEBI
 (DIP) Guidelines 2000. These were listed in the Bombay Stock Exchange
 Limited.
 
 Global Depository Receipts (GDR) Issue
 
 Also, the Company has issued 22157065 Global Depository Receipts (GDRs)
 aggregating an amount of USD86.90 million representing 4431413
 underlying Equity Shares of Rs. 10/- each issued at a price of Rs.
 770/- per Equity Share in the month of January, 2008. These GDRs are
 trading at Luxemburg Stock Exchange, London. As on date 17127065 GDRs
 are outstanding.
 
 In order to increase the liquidity of the shares, decrease the
 volatility and broad base the small investors, it is proposed to
 sub-divide the existing Equity Share of Rs. 10/- each into 5 equity
 shares of Rs. 2/- each fully paid-up. The necessary resolution is
 proposed in the ensuing 17th Annual General Meeting (AGM) of the
 members of the Company.
 
 Utilisation of Proceeds raised from the issues of FCCB, QIP and GDR
 
 As per the Clause 43 of the Listing Agreement and Clause 13.5A of the
 SEBI (Disclosure & Investor Protection) Guidelines, 2000 the Company
 has as on March 31, 2008 utilised the funds raised by way of FCCBs,
 QIPs and GDRs as under:
 
 Particulars                                  Amount utilised
 
 FCCB                                         USD25.00 Million
 QIP                                          Rs. 1447.848 million
 GDR                                          USD86.90 million
 
 Amount utilised                            Amount outstanding
 
 Rs. 1013.564 Million                         Rs. 11.819 Million
 Rs. 654.261 Million                          Rs. 770.805 Million
 Rs.1490.585 Million                          Rs. 295.609 Million
 
 
 acquisitions / DIVESTMENTS
 
 During the year under review the Company has acquired various
 properties across India either through outright purchase or acquisition
 of 100 per cent equity shares of the Companies owning the properties,
 with the objective to meet its expansion plans in different parts of
 the Country.  The following are the acquisitions made by the Company
 during the year 2007-08.
 
 i) Acquisition of M/s. CHANAKYAPURI RESORTS PRIVATE LIMITED.
 
 This Company owns a resort property with structures and sheds and other
 facilities located in Canning Road, Ramnagar (2), Baruipur, Kolkata,
 West Bengal, 700144.
 
 ii) Acquisition of M/s.  ARTS AND ENTERTAINMENTS PRIVATE LIMITED
 
 This Company owns a resort club known as Country Club Rock Spring
 located at Narakkal Village, Vypeen, Cochin, Kerala
 
 iii) Acquisition of M/s. JADE RESORTS PRIVATE LIMITED
 
 This Company owns 3 Acres of vacant dry land situated at Nemelli
 Village, Chengulpet Taluk, Chengai MGR Dist with the permission for
 conversion of land from Open Space Recreation use Zone to Tourism &
 Resort use Zone, obtained Environmental Clearance from Ministry of
 Environment and Forests, New Delhi.
 
 iv) Acquisition of M/s.  KOLET RESORT CLUB PRIVATE LIMITED.
 
 This Company owns a Water Park located at Village Kolat, Sanand Taluka,
 Ahemedabad
 
 v) Acquisition of M/s. BRIGHT RESORTS PRIVATE LIMITED
 
 This Company owns a resort property known as Treasure Cove Resorts
 located at Thiruvallam village near Kovallam, Thiruvananthapuram,
 Kerala spread on the land measuring 2 acres 26 cents.
 
 vi) Acquisition of Property at Dubai:
 
 Your Company has recently completed its largest acquisition namely the
 purchase of an existing boutique luxury property in Emirate of Dubai
 for 165 million AED (Rs. 175 Crs).  Because of the strategic location
 of Dubai and its status as an international financial hub, CCIL has
 made a strategic decision to make Dubai as its international
 headquarters.
 
 The property is centrally located and it is just a 15 minutes drive
 from the airport and has 102 rooms. This acquisition is in tune with
 the Companys mission of catering to the global Indian which is
 represented by the large diaspora of the Indian population in the UAE.
 Post this acquisition CCIL, will have employees from 16 Nationalities
 which showcases Dubai as the melting pot of the world where the best of
 the East meets the best of the West.
 
 Management Discussion and Analysis
 
 Pursuant to Clause 49 of the Listing Agreement, a report on the
 management discussion and analysis is enclosed herewith.
 
 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 exchange inflow Rs. 3,54,79,337
 
 Foreign exchange outgo Rs. 2,70,66,922
 
 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:
 
 Particulars of employees
 
 Name                      Designation               Total remuneration
                                                       (in Rupees)
 
 Y. Rajeev Reddy            Chairman &               Rs. 1,36,00,000/-
                            Managing Director
 Y. Siddharth Reddy         Vice-Chairman, Joint     Rs. 80,00,000/-
                            Managing Director
                            & CE0
 Y. Varun Reddy             Vice-Chairman, Joint     Rs. 80,00,000/-
                            Managing Director
                            & COO
 D. Krishna Kumar           Vice-Chairman &          Rs. 15,00,000/-
 Raju*                      Executive Director
 
 
 Qualification            Experience in years      Date of commencement
                                                    of employment
 
 B.Com                           21                 17-05-1991
 (Hons)                          years
 Graduation in                   4                  30-07-2005
 Finance With                    Years
 Hons. From
 University of
 Texas, Austin
 
 B.A. (Eco),                     2                  01-08-2006
 B.A. (Corporate                 Years
 Communication)
 
 B. Com                          8                  27-11-2004
 (Hons)                          Years
 
 Age        Last employment held
 
 51          Amrutha Group
 years
 25          N.A.
 Years
 23          N.A.
 Years
 51          Amrutha Group
 Years
 
 * The Salary is with effect from 1st October, 2007.
 
 Directors
 
 The Directors Sri. D. V. Krishnam Raju and Sri. P.A.  Chandra Sekhar
 Reddy retire by rotation at the ensuing 17th AGM. Being eligible they
 offer themselves for re-appointment.
 
 Mr. Indukuri Venkata Subba Raju has been co- appointed as an Additional
 Director with effect from July 1, 2008 and pursuant to Section 260 of
 the Companies Act, 1956 he holds office upto the commencement of
 ensuing 17th AGM. It is proposed to re-appoint him in the 17th AGM.
 
 Directors Responsibility Statement
 
 The Directors of the Company hereby state:
 
 i) That In the preparation of the Annual Accounts for the year ended
 March 31, 2008, 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 March 31, 2008 and of the Profit of the Company
 for the financial year ended March 31,2008.
 
 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 March 31, 2008 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 under Section 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
 2008-09.
 
 Corporate Governance
 
 A detailed report on Corporate Governance forming part of the
 Directors Report is enclosed herewith.
 
 Subsidiary Companies
 
 The Company has nine subsidiary outfits as on March 31, 2008.
 
 Domestic subsidiaries
 
 1.  Aquarian Realtors Private Limited
 
 2.  Aakruti Engineers Private Limited
 
 3.  Bush Betta Holiday Ownership Wildlife Adventure Resort Private
 Limited
 
 4.  J.J. Arts and Entertainments Private Limited.
 
 5.  Kolet Resort Club Private Limited
 
 6.  Bright Resorts Private Limited
 
 7.  Jade Resorts Private Limited*
 
 8.  Chanakyapuri Resorts Private Limited.
 
 * Has become subsidiary of the Company under Section 4(1) (c) of the
 Companies Act, 1956.
 
 International subsidiary
 
 1.  Country Club Babylon Resort Private Limited
 
 As required under Section 212 of the Companies Act, 1956, the financial
 statements of all the subsidiary companies together with other relevant
 reports are attached herewith
 
 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 deposit falling under Section 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.
 
                                      By Order of the Board of Directors
                                        For Country Club (India) Limited
 
 Date : June 30, 2008              Y. Rajeev Reddy    Y. Siddharth Reddy
 Place: Hyderabad        Chairman & Managing Director    Vice-Chairman,
                                                               JMD & CEO