TO THE MEMBERS
The Directors have pleasure in presenting the 31st Annual Report of
the Company together with the Audited Statement of Accounts for the
year ended 31 March 2011
FINANCIAL RESULTS
(Rs. in Lakhs)
2010-11 2009-10
Sales Turnover 5095.77 4152.08
Other Income 2850.90 2776.26
Expenditure 4416.90 3707.51
Provision for Taxation 720.88 696.04
Profit for the year 2808.89 2524.79
Profit brought forward from previous year 737.30 555.52
Dividend including Corporate Dividend Tax 913.84 843.02
Transfer to General Reserve 1500.00 1500.00
Profit transfer to Balance Sheet 1132.35 737.30
Earning Per Share 42.88 38.54
HOTEL OPERATIONS
During the year under report, the economy recovered partly from
economic recession especially in the developed countries. The Indian
economy has also recovered resulting in higher Hotel room occupancy and
average room rate. Hence, sales turn over has increased from Rs.4152
lakhs to Rs.5096 lakhs. During the current financial year 2011-12, the
hotel business is hit by the entry of new five star hotels in the city
of Bangalore resulting in stiff competition and undercutting of room
tariffs. Hence, it will be difficult to maintain the same working
results in current financial year.
FUTURE PROSPECTS
The future of the hotel industry is entirely dependant on the state of
the country''s economy. The outlook for the Financial Year 2011 -12 is
tough due to severe competition with added new five star hotels in the
city of Bangalore.
FINANCE
During the year under report, the financial position of the Company has
further been consolidated with significantly increased reserves and
surplus. However, the ongoing renovation of the Hotel is consuming the
major surplus funds of the Company.
DIVIDEND
The Board of Directors have recommended a dividend of Rs. 12/- per
share on share capital of Rs.6.55 crores divided into 65,50,526 equity
shares of Rs. 10/- each. The said dividend, if approved at the ensuing
Annual General Meeting, will be paid to those shareholders whose names
appear in the Register of Members as on 12th August, 2011.
BONUS ISSUE
The Board of Directors have recommended issue of bonus shares to all
the existing shareholders in the ratio of 1:1 shall rank pari passu
with the existing shares which will be placed at the ensuing Annual
General Meeting for approval.
DIRECTORS'' RESPONSIBILITY STATEMENT
The Board of Directors of the Company confirms:
a) Applicable accounting standards have been followed in the
preparation of annual accounts. Material departures therefrom, if any,
are properly explained in the notes on accounts ;
b) The Board of Directors has selected such accounting policies and
applied them consistently and made judgements 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 and of the
profit of the Company for the period ;
c) The Board has taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of the
Companies Act for safe-guarding the assets of the Company and for
preventing and detecting fraud and other irregularities; and
d) The Annual Accounts have been prepared for the financial year ended
31 March 2011 on a going concern basis.
FOREIGN EXCHANGE EARNINGS
Foreign Exchange Earnings during the year were Rs.2952 lacs which is
58% of the Hotel Sales Turnover. The Foreign Exchange utilisation
during the year was Rs.765 lacs.
SUBSIDIARY COMPANIES
At the beginning of the year, the Company had one Subsidiary Company,
Airport Golf View Hotels & Suites Pvt. Ltd. (formerly known as Nedstar
Hotels Pvt. Ltd.)
As required under the Listing Agreements with the Stock Exchanges, a
Consolidated Financial Statement of the Company and its Subsidiary is
attached. The Consolidated Financial Statements have been prepared in
accordance with the relevant Accounting Standards as prescribed under
Section 211(3C) of the Companies Act, 1956 (Act). These financials
statements disclose the assets, liabilities, income, expenses and other
details of the Company, its subsidiary.
Pursuant to the provision of Section 212(8) of the Act, the Ministry of
Corporate Affairs vide its circular dated February 8, 2011 has granted
general exemption from attaching the Balance Sheet, Profit and Loss
Account and other documents of the subsidiary Company with the Balance
Sheet of the Company. A statement containing brief financial details of
the Company''s subsidiaries for the financial year ended March 31, 2011
is included in the Annual Report. The annual accounts of these
subsidiary and the related detailed information will be made available
to any member of the Company/ its subsidiary seeking such information
at any point of time and are also available for inspection by any
member of the Company/its subsidiary at the registered office of the
Company. The annual accounts of the said subsidiary will also be
available for inspection, as above, at the Head Office/Registered
Office of the respective subsidiary company. The Company shall furnish
a copy of details of annual accounts of subsidiary to any member on
demand.
DUES TO SMALL SCALE UNDERTAKINGS
There are no dues payable to small scale undertakings.
CORPORATE GOVERNANCE
Members are aware that the Corporate Governance code has become a
statutory requirement as per listing guidelines framed by the Stock
Exchanges. Members will be happy to know that their Company is
complying with the stipulations of the new code as on date. In line
with this requirement of the code, a Corporate Governance Report and a
Management Discussion and Analysis Report of the Company is furnished
elsewhere in this Annual Report.
ENERGY CONSERVATION
Conservation of energy continues to be on top priority of the
management. The following energy conservation measures have been taken:
a) During the year under report, placed order for one more Wind Turbine
Generator with a capacity of 2.10 MW apart from existing one number of
2.10 MW and two numbers of 1.50 MW each environment friendly Wind
Turbine Generators which generate electricity of about 1.20 crore units
p.a. of green power which will be utilized partially for captive
consumption of the Hotel and the balance units generated is being sold
to Govt, of Karnataka/third parties.
b) an effective key-tag system is in vogue in all guest rooms to switch
off lights & power connections automatically.
c) substantially switched over to PL lamps from conventional lamps with
a view to saving energy upto 60% on lighting.
d) installed solar panels which are feeding hot water required for the
guest rooms.
e) imported and installed three highly fuel efficient screw chillers
for our AC plant.
f) replaced windows with double glazed reflective glass with a view to
save power on AC consumption.
g) installed two on load tap charger transformers for stabilising
voltage fluctuations and thereby to save power and prevent damage to
electric motors and other installations.
h) thermostatic Controls, Timers and Photo Cell Switches have been
installed wherever necessary to control power consumption.
i) imported and installed two temperature control systems to reduce
power consumption.
j) constituted an energy conservation committee to monitor power
consumption regularly.
TECHNOLOGY ABSORPTION
In the opinion of the Board, the required particulars, pertaining to
technology absorption in terms of Rule 2 of the Companies (Disclosure
of Particulars in the Report of Board of Directors) Rules, 1988 are not
applicable as hotel forms part of the service industry and the Company
does not have any significant manufacturing operations. However, the
management has been adopting the latest technology like LCD TV systems,
high speed internet installed in all the guest rooms, latest high speed
computers, modern guest amenities, best audio-video equipment, newest
model transport vehicles for complimentary transport of hotel guests,
video conferencing facility, latest models of soundfree fridges in
guest rooms and various latest hotel operational equipments. Further
the Hotel has been conforming to the stringent Le Meridien''s
International Standards.
PARTICULARS OF EMPLOYEES
Information under section 217(2A) of the Companies Act. 1956, read with
Companies (particulars of employees) Rules, 1975, is appended below :
Particulars of employees pursuant to the provisions of Section 217(2 A)
of the Companies Act, 1956 :
Employed throughout the year :
Name Ms.Sangeeta C. Pardhanani
Age 42 Years
Remuneration Rs.1,08,27,801/-
Qualification B.Com., DBM
Experience 9 Years
Date of commencement
of employment 01.10.2002
Last Employment held Executive Director -
Mac Charles (India) Ltd.
Designation Managing Director
Name
Mr. M.S. Reddy
Age
57 Years
Remuneration
Rs. 17,90,577/-
Qualification
B.Com.,L.L.B.,
MBIM., from London, UK,
FCA, FCS
Experience
31 years
Date of commencement of employment
13.08.1983
Last Employment held
CompanySecretary & Chief Accounts Officer, Sri Krishna Rajendra Mills
Ltd., Mysore
Designation
Vice President Finance and Company Secretary
Name
Mr. G Vijay
Age
49 years
Remuneration
Rs.25,92,528/-
Qualification
B.com.,Diploma in Hotel Mgmt.from Florida, USA, Advance Mgmt. from
Cornell University, USA
Experience
25 years
Date of commencement of employment
01.10.2005
Last Employment held
Director of Operation, Harsha Hospitality Management, USA
Designation
Vice President and Director of Development
Note : Ms.Sangeeta C. Pardhanani, Managing Director is the daughter of
Mr. C.B.Pardhanani, the Chairman of the Company.
EMPLOYEES
The relationship with employees has been cordial. The total number of
persons employed by the Company is 411 as at 31 March 2011.
DIRECTORS
During the year, Mr. K. R. Sampath, ceased to be Director with effect
from 31 st August, 2010, as he retired by rotation at the previous
Annual General Meeting held on 31 st August, 2010 and did not seek
reappointment. Mr. J. Matthan resigned from the Board on 28th July,
2011 due to his old age. Your Directors place on record their
appreciation for the services rendered by Mr. K. R. Sampath and Mr. J.
Matthan during their tenure as Directors of your Company. During the
year, the Board has co-opted Mr. M. R. Prasanna and Mr. M. R. B. Punja
as independent Directors till the ensuing Annual General Meeting.
AUDIT COMMITTEE
The Audit Committee comprising of Mr. C.B. Pardhanani, Mr. J. Matthan,
Mr. M.R.B. Punja (w.e.f. 29th June, 2011) and Mr. P.B. Appiah, all
Directors of the Company with Mr. J. Matthan as the Chairman,
discharged its duties and functions in consultation with the Internal
and Statutory Auditors: (a) To review the adequacy of the internal
control system and internal Audit Reports and their compliance thereof:
(b) To oversee the Company''s financial reporting process and the
disclosure of its financial information to ensure that the financial
statements are correct, sufficient and credible: and (c) To review with
the management, the financial statements before submission to the
Board.
AUDITORS'' REPORT ON CORPORATE GOVERNANCE
As required by Clause 49 of the Listing Agreement, the Auditor''s
Certificate is given as an annexure to Directors Report.
AUDITORS
M/s. K.B. Nambiar & Associates, Chartered Accountants, retire at the
forthcoming Annual General Meeting and being eligible offer
themselves for re-appointment.
INTERNALAUDITORS
M/s. B.P. Rao & Company, Internal Auditors have been conducting
quarterly audits of all operations of the Company and their findings
have been reviewed regularly by the Audit Committee. Your Directors
note with satisfaction that no material deviations from the prescribed
policy and procedures have been observed.
SECRETARIALAUDIT
As per SEBI Regulations, secretarial audit is being carried out at the
specified periods by a practicing Company Secretary. The findings of
the secretarial audit are satisfactory.
DEMATERIALISATION
The equity shares of the Company have been admitted for
dematerialization with both the Depositories viz., Central Depository
Services (India) Limited (CDSL) and National Securities Depository
Limited (NSDL). The ISIN allotted to your Company''s equity shares is
INE435D01014.
ACKNOWLEDGEMENTS
Your Directors are grateful to the Shareholders for their support and
co-operation extended to the Company for many years. The Directors also
thank the Banks namely State Bank of India and State Bank of Mysore for
their co-operation and support. The Directors wish to place on record
the support and encouragement received from the Department of Tourism,
Government of India, Karnataka State Government and Foreign
collaborators M/s.Le Meridien. The Directors also acknowledge the
dedicated services rendered by the officers and all the staff of the
Company.
For and on behalf of the Board
Bangalore C.B. Pardhanani
28 July 2011 Chairman
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