The Directors are pleased to present their 50th Annual Report together
with the Audited Financial Accounts for the year ended 31st March, 2011
:
1. SNAP SHOT OF FINANCIAL RESULTS: (Rs. in Lacs)
For the year ended For the year ended
31st March, 2011 31st March, 2010
Income 7,162 6,490
Profit before Interest,
Depreciation 1,827 1,376
Interest 154 246
Depreciation 520 559
Profit before Taxation 1,144 572
Provision for Taxation:
Current tax (220) (75)
Deferred Tax Credit 100 (201)
Fringe Benefit Tax 0 0
Profit for the year 769 307
Balance brought forward
from last period 1,109 1,074
Balance carried forward 1,490 1,108
2. OPERATIONAL PERFORMANCE:
During the financial year ended 31st March 2011, the sales and
operating income increased from Rs. 6490 Lacs to Rs. 7162 Lacs. The net
profit after tax stood at Rs.769 Lacs as against Rs. 307 Lacs during
the previous year. During the year under review, the company had
discontinued the operations at Mayfair Banquets situated at Palm Beach
Galleria Mall, Vashi, New Mumbai and Hermes Shopping Centre, Nagar
Road, Yerawada, Pune.
3. DIVIDEND:
During the year under review, your company had declared an Interim
dividend of Rs. 0.24 (12%) per equity share for the financial year
ended 31st March 2011 at its Board meeting held on January 31, 2011.
Your Directors have recommended dividend of Rs. 0.06 (3%) per Equity
share of Rs. 21- each for the financial year ended 31st March, 2011,
which if approved at the ensuing annual general meeting, will be paid
to the shareholders.
4. DIRECTORS:
In terms of the provisions of sections 255 and 256 of the Companies
Act, 1956, Mr. R.K.P. Shankardass and Mr. Mahendra V. Doshi, Directors
of the Company, retire by rotation at the ensuing Annual General
Meeting and being eligible have offered themselves for reappointment.
During the year under review, Mrs. Krishna Kumari Ghai ceased to be the
Director of the Company due to her sudden death on 14th November, 2010.
Mr. Vikram Seth was appointed as an Additional Director pursuant to the
provisions of Section 260 of the Companies Act, 1956 in its meeting
held on April 29, 2011. The approval of the shareholders is being
sought for the appointment of Mr. Vikram Seth as Director of the
Company at its ensuing Annual General Meeting of the company.
A brief resume of the Director reappointed/appointed at the ensuing
Annual General Meeting, nature of expertise and name of companies in
which he holds directorship and/or membership/chairmanship of the
committees of the Board as stipulated under clause 49 of the Listing
Agreement is annexed to the Notice forming part of the Annual Report.
5. MANAGEMENT DISCUSSION AND ANALYSIS:
A separate report on the Management Discussion and Analysis is attached
as a part of the Annual Report.
6. DIRECTORS RESPONSIBILTY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956 the Directors
confirm the following:
(i) In preparation of the accounts, the applicable accounting standards
have been followed along with proper explanation relating to material
departures;
(ii) 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 true and fair view of the state of affairs of
the Company as at 31st March, 2011 and of the Profits of the Company
for the year ended 31st March 2011;
(iii) The Directors have taken proper and sufficient care for
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) The Directors have prepared the annual accounts on a going concern
basis.
7. SUBSIDIARY COMPANIES:
During the year under review Sandco 1165 Limited and Hotel Kankeshwar
Private Limited became the wholly owned subsidiary of the Company.
In terms of the approval granted by your Directors vide circular
resolution dated March 7, 2011 and in compliance with the circular
issued by Ministry of Corporate Affairs on February 8, 2011, copies of
the Balance Sheet, Profit and Loss account, Report of the Board of
Directors and Auditors of Subsidiaries have not been attached with the
Balance Sheet of the Company. The Annual Accounts and other related
detailed information of the
Company as well as of the subsidiary companies will be made available
to the shareholders of the holding and subsidiary companies seeking
such information at any point of time. The Annual accounts of the
company as well as of the subsidiary companies will also be kept open
for inspection by any shareholder in the head office of the company and
the subsidiary companies concerned.
8. EMPLOYEES STOCK OPTION SCHEME:
During the year under review, 10,000 (Ten thousand) options vested in
favour of an eligible employee of the company. The said options were
not exercised by the Grantee and thereafter lapsed. Also, the Grantee
ceased to be an employee of the Company on December 17, 2010 by reason
of resignation and therefore the balance unvested Options aggregating
to 40,000 (Forty Thousand) options held by the Grantee have lapsed.
9. CONSOLIDATED FINANCIAL STATEMENTS:
Your Directors have pleasure in attaching the duly audited Consolidated
Financial Statements of the holding compnay and all its subsidiaries as
a part of the Annual Report and prepared in accordance with the
Accounting Standards 21 issued by the Institute of Chartered
Accountants of India and where applicable, Listing Agreement, as
prescribed by the Securities Exchange Board of India.
10. FIXED DEPOSITS:
During the Year under review, your Company has not accepted or invited
any deposits from public.
11. CORPORATE GOVERANCE:
The Company has adopted the corporate governance policies which has set
out the systems, process and policies vital to enable companies to
compete globally in a sustained manner and let them flourish and grow.
A separate report on Corporate Governance as stipulated under clause 49
of the Listing Agreement forms part of the Annual report. A Certificate
from the auditors of the Company M/s V. Sankar Aiyar & Co., confirming
compliance with the conditions of Corporate Governance as stipulated
under the aforesaid clause 49 is annexed to this report.
12. CODE OF BUSINESS CONDUCT AND ETHICS:
As prescribed by the listing Agreement, the Board has adopted a Code
of Conduct for the Board Members and Senior Management Personnel.
During the year under review, all the Board members and the senior
management personnel have complied with the Companys Code of Conduct.
A declaration to this effect signed by the CEO has been obtained.
13. LISTING:
The equity shares of your company are presently listed on Bombay Stock
Exchange Limited and company has paid the listing fees for the
financial year 2011-2012.
14. PARTICULARS OF EMPLOYEES:
During the year under review, the Company has not employed any person
who was in receipt of remuneration which, in aggregate, was not less
than Rupees Five Lacs per month or Rupees Sixty Lacs per annum.
15. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
Information in accordance with the provisions of section 217(1)(e) of
the Companies Act, 1956 read with companies (Disclosures of Particulars
in the Report of the Board of Directors) Rules, 1988 regarding
conservation of energy and technology is that the Company has entered,
to avail international technology and expertise, into various strategic
agreements with Inter-Continental Hotels Corporation, USA (IHC) and its
affiliates. As a part of these agreements, IHC and its affiliates are
required to provide technical services, marketing reservation and
system support to the Company for its Hotel situated at Marine
Drive-Mumbai.
FOREIGN EXCHANGE EARNING AND OUTGO:
(Rs. in Lacs)
Particulars Current Year Previous year
2010-2011 2009-2010
CIF Value of Imports 57 32
Expenditure in Foreign Currency 376 219
Earnings in Foreign Exchange 2,025 2,169
16. RELATED PARTY DISCLOSURES:
The company has made disclosures in compliance with the Accounting
Standards on Related Party Disclosures as required by clause 32 of the
Listing Agreement with the stock exchanges.
17. AUDITORS:
At the Annual General Meeting, M/s. V. Sankar Aiyer & Co, Chartered
Accountants who are the Statutory Auditors of the Company, will retire
and being eligible, have offered themselves for re-appointment as the
Companys auditors. In the terms of the provisions of Section 224
(1)(B) of the Companies Act, 1956, the Company has obtained a written
confirmation from M/s. V. Sankar Aiyer & Co that their re-appointment,
if made, at the ensuing Annual General Meeting, would be in conformity
within the limits specified in the Section.
18. ACKNOWLEDGEMENTS:
Your Directors wish to place on record their appreciation for the
continued support and co-operation of the shareholders, banks, various
regulatory authorities and central and state government officials,
vendors, customers and for valuable contributions made by the employees
of the company
For and on behalf of the Board of Directors
RAVI GHAI
Chairman & Managing Director
Mumbai
Dated: April 29, 2011
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