The Directors submit their Report for the financial year ended 31st
During the year under review, your Company earned a licence fee of Rs
361.25 lakhs (previous year - Rs 392.30 lakhs) showing a de growth of
7.91% over last year. This reflects the impact of the general economic
environment. The net profit of the Company increased to Rs 304.37 lakhs
(previous year - Rs 294.97 lakhs) registering a growth of 3.19%. The
Company''s focus on proactive treasury operations to invest surplus
funds in tax saving mutual funds led to enhanced yields and reduced
income tax for the year to Rs 115.21 lakhs (previous year - Rs 134.66
lakhs). Earnings per share for the year stood at Rs 8.04 and Cash Flows
from operations were Rs 204.64 lakhs.
Your Directors are pleased to recommend a dividend of Rs 3.25 per equity
share of Rs 10/- each (previous year - Rs 3/- per equity share) for the
year ended 31st March, 2012. Your Board further recommends a transfer
to General Reserve of Rs 30.44 lakhs (previous year - Rs 29.50 lakhs).
Your Company''s hotel Welcom Hotel Vadodara, licenced to ITC Limited,
continues to retain its market leadership in the city of Vadodara. The
hotel recorded an income of Rs 2444 lakhs during the year as compared to
Rs 2650 lakhs in the previous year.
Your Company is pursuing the arbitration proceedings in a bid to settle
the pending lease revision with respect to land on which your hotel is
built. Your Company has filed its statement of claims with the
Arbitrator and expects him to pass appropriate orders in this regard
The foreign exchange earnings of the hotel during the year were Rs 1342
lakhs as against Rs 1391 lakhs in the previous year.
CONSERVATION OF ENERGY
Considering the fact that the Company''s hotel is under an operating
licence with ITC Limited, no comment is made on conservation of energy.
However, the hotel continues to focus on energy conservation, safety
Your Directors wish to record their sincere appreciation of the efforts
made and the support rendered by the employees of the Company. Your
Company''s total manpower strength as deployed in the Co mpany''s hotel
None of the employees fall under the purview of the provisions of
Section 217(2A) of the Companies Act, 1956, read with the Companies
(Particulars of Employees) Rules, 1975.
Mr Arun Pathak was appointed as an Additional Director of the Company
with effect from 12th November, 2011. As per the provisions of Section
260 of the Companies Act, 1956, read with Article 130 of the Articles
of Association of the Company, Mr Pathak would vacate office at the
forthcoming Annual General Meeting (AGM) and being eligible, offers
himself for appointment. Notice has been received from a Member of the
Company under Section 257 of the Companies Act, 1956 for the
appointment of Mr Pathak as Director. Appropriate resolution seeking
your approval to his appointment is appearing in the Notice convening
the 30th AGM of the Company.
In accordance with the provisions of Article 147 of the Articles of
Association of the Company, Mr Rohit C Mehta will retire by rotation at
the ensuing AGM of the Company and, being eligible, offers himself for
re-election. The Board has recommended his re- election.
Mr Prafull Indulal Bhuva, who was also due to retire by rotation at the
ensuing AGM, has intimated that he would not like to seek re-election
as a Director at the ensuing AGM. The Board recommends that the vacancy
so caused by the retirement of Mr Bhuva be not filled up. The Directors
would like to place on record their sincere appreciation of the
valuable services rendered by Mr Bhuva.
COMPLIANCE CERTIFICATE UNDER COMPANIES ACT, 1956
A certificate issued by Messrs H M Mehta & Associates, Company
Secretaries, in terms of the provisions of Section 383A of the
Companies Act, 1956, to the effect that the Company has complied with
the applicable provisions of the said Act is attached to this Report.
The Company''s Auditors, Messrs Talati & Talati, retire at the ensuing
Annual General Meeting and being eligible, offer themselves for
The certificate of the Auditors, Messrs Talati & Talati, confirming
compliance of conditions of Corporate Governance as stipulated under
Clause 49 of the Listing Agreement with the Stock Exchanges, is annexed
to the Report.
The Audit Committee of the Company reviewed the financial statements
for the year under review at its meeting held on 27th April, 2012 and
recommended them for the approval of the Board of Directors.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 217 (2AA) of the Companies Act, 1956, your
Directors confirm having:
(i) followed in the preparation of the Annual Accounts the applicable
accounting standards along with proper explanations relating to
material departures, if any;
(ii) 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 your Company at
the end of the financial year and of the profit of your Company for
(iii) 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 your Company and for
preventing and detecting fraud and other irregularities; and
(iv) prepared the Annual Accounts on going concern basis.
On behalf of the Board
Subrahmoneyan Arun Pathak
Place : New Delhi
Date : 27th April, 2012