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Advani Hotels & Resorts (India) Ltd.

BSE: 523269 Sector: Services
NSE: ADVANIHOTR ISIN Code: INE199C01026
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VOLUME 714
52-Week high 73.00
52-Week low 47.10
P/E 30.82
Mkt Cap.(Rs cr) 269
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 59.20
CLOSE 58.95
VOLUME 714
52-Week high 73.00
52-Week low 47.10
P/E 30.82
Mkt Cap.(Rs cr) 269
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Advani Hotels & Resorts (India) Ltd. (ADVANIHOTR) - Director Report

Company director report

Directors’ Report to the Members

The Directors have pleasure to present the 29th Annual Report of your Company togetherwith the audited financial statements for the year ended March 31 2016.

1. FINANCIAL RESULTS:

Your Company’s financial performance for the year ended March 31 2016 is set outas below:

(Rs in lakhs)

Particulars March 31 2016 March 31 2015
Total Income 5401.94 4902.54
Profit before Depreciation Finance Costs and Tax 1446.91 1171.62
Less: Depreciation 405.43 450.26
Profit before Finance Costs and Tax 1041.48 721.36
Less: Finance Costs 103.70 169.14
Profit before Tax 937.78 552.22
Less: Provision for Taxation:
Current Tax 294.00 173.00
Deferred Tax Liability/(Asset) 6.80 22.73
Tax for earlier years (3.33) (3.64)
Profit for the year after Tax 640.31 360.13
Profit brought forward from last year 799.78 751.94
Adjustment for carrying amount of assets in terms of transitional provisions of Schedule II of the Companies Act 2013 (net of Deferred Tax) - (49.15)
Profit available for appropriation 1440.09 1062.92
Transfer to General Reserve 40.00 30.00
Interim Dividend paid/Final Dividend 221.85 194.12
Dividend Distribution Tax 45.16 39.02
Balance Profit carried to Balance Sheet 1133.08 799.78
Basic and Diluted Earnings per Equity Share of Rs 2/- each 1.39 0.78

INCOME:

Your Company achieved a total turnover of Rs 540.2 million as compared to Rs 490.3million in the previous year registering a growth of 10.18% on a year to year basis. Thisincrease was achieved without any expansion in room or food and beverage facilities. TheGross Profit before Depreciation Finance Costs and Tax increased by 23.5% from Rs 117.2million to Rs 144.7 million.

FINANCE COSTS:

Finance Costs have reduced significantly from Rs 16.9 million to Rs 10.4 million. Thisresult was achieved by lowering debt from Rs 134.25 million to Rs 55.24 million.

PROFIT BEFORE TAX:

Profit before Tax has increased by 70% from Rs 55.2 million to Rs 93.8 million.

PROFIT AFTER TAX:

Profit for the year after Tax has increased by 78% from Rs 36 million to Rs 64 million.

2. DIVIDEND:

The Company paid an interim dividend of 24% (Rs 0.48 per Equity share of Rs 2 each) inFebruary 2016. The total outgo for the current year amounts to Rs 26.7 million (includingdividend distribution tax of Rs 4.52 million) as against Rs 23.3 million (includingdividend distribution tax of Rs 3.9 million) in the previous year. This represents apayout ratio of 42%. The Board of Directors has decided to treat the interim dividend asfinal dividend for the financial year 2015-16.

3. TRANSFER TO RESERVES:

We propose to transfer Rs 4 million to the General Reserve out of the amount availablefor appropriation. An amount of Rs 113.31 million is proposed to be retained as surplus inthe statement of Profit and Loss.

4. ECONOMIC SCENARIO AND OUTLOOK:

The Indian economy has the potential to become the world’s 3rd-largest economy bythe next decade and one of the largest economies by mid-century. The outlook for theshort-term growth is also good as according to the IMF the Indian economy is the"bright spot" in the global landscape. India also topped the World Bank’sgrowth outlook for 2015-16 for the first time with the GDP having grown 7.6% in 2015-16and expected to grow 7.7-8.0% in 2016-17.

The increase in prosperity in India will lead to a larger spend on leisure andcorporate get togethers at exotic locations. The recent decline in value of the IndianRupee beyond 66 to USD will encourage us Indians to travel within India. Domestic tourismwill grow and Goa and our Company will benefit from this trend.

As the Rupee depreciates India will also become a cheaper holiday destination forforeign tourists. Foreign tourist arrivals into India and Goa will increase as a result ofthe policy of issuing E-Tourist Visas to citizens of 150 countries at several airports inIndia including Goa.

5. UPGRADATION PLAN FOR 2016-17:

Some minor renovation to the lobby and public areas are planned to be carried out inthis financial year. The Ministry of

Tourism Government of India New Delhi had reclassified Company’s resort as"Five (*****) Star Deluxe Category" on

June 18 2013 which is valid upto June 17 2018.

6. SUBSIDIARY/HOLDING COMPANY ETC.:

The Company does not have any Subsidiary Holding Company Associate or Group VentureCompany.

7. SUSTAINABLE DEVELOPMENT:

Sustainability has been deeply embedded into the Company’s business and has becomean integral part of its decision making process while considering social economic andenvironmental dimensions.

8. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

The Board of Directors at its meeting held on 14th November 2015 approved theCorporate Social Responsibility (CSR) Policy of the Company which was duly reviewed andrecommended by CSR Committee in accordance with Section 135 of the Companies Act 2013read with the Companies (Corporate Social Responsibility Policy) Rules 2014.

The thrust areas of CSR Policy inter alia are livelihood healthcare animal welfareand sanitation. CSR Policy approved by the Board is available on the website of theCompany.

Disclosures on CSR activities as required under Rule 9 of the (Corporate SocialResponsibility Policy) Rules 2014 are reported in "Annexure A" forming part ofthis report.

9. HUMAN RESOURCES DEVELOPMENT:

The Company has continuously adopted a structure that helps attract good externaltalent and incentivize internal talent to higher roles and responsibilities. AHRIL’speople centric focus providing an open work environment fostering continuous improvementand development helped several employees realise their career aspirations during theyear.

Company’s Health and Safety Policy commits to provide a healthy and safe workenvironment to all employees. The Company’s progressive workplace policies andbenefits employee engagement and welfare initiatives have addressed stress management andpromoted work life balance.

10. BUSINESS RISK MANAGEMENT:

The Company has a robust Business Risk Management (BRM) framework to identify evaluatebusiness risks and opportunities. This framework seeks to create transparency minimizeadverse impact on the business objectives and enhance the Company’s competitiveadvantage. The business risk framework defines the risk management approach across theenterprise at various levels including documentation and reporting. The framework hasdifferent risk models which help in identifying risk trends exposure and potentialimpact analysis at a Company level. Risk management forms an integral part of theCompany’s Mid-Term Planning cycle.

11. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The Company has not granted any loans or provided any guarantees securities or madeinvestments. Hence no disclosures which are required under Section 186 of the CompaniesAct 2013 are applicable for the year.

12. VIGIL MECHANISM:

Fraud and corruption free culture has been the core of the Company. The Company hasestablished a vigil mechanism for reporting of genuine concerns through Whistle BlowerPolicy of the Company. This Policy inter alia provides a direct access to the Chairmanof the Audit Committee of the Company. The Whistle Blower Policy is posted on theCompany’s website at www.ramadacaravela.com/investorrelations.

13. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

(a) Appointment: The Board of Directors had appointed Dr. S D Israni as an AdditionalDirector of the Company in the category of Independent Director with effect from October1 2015. Dr. Israni aged 67 years is a Corporate Lawyer with over 42 years of experienceas a practitioner in the field of Corporate Laws and Business Advisory services. He isqualified in the field of Law Company Secretaryship and Management. (b) Retirement byrotation: In accordance with the provisions of the Companies Act 2013 Mrs. Nina H.Advani Director of the Company retires by rotation and is eligible for re-appointment.

Further details about the Directors are given in the Corporate Governance Report aswell as in the Notice of the ensuing Annual General Meeting being sent to the shareholdersalong with the Annual Report.

(c) Independent Directors Declaration: The Independent Directors have submitted theDeclaration of Independence as required pursuant to Section 149 of the Companies Act2013 and provisions of the SEBI Listing Regulations stating that they meet the criteriaof independence as provided therein.

(d) Evaluation of the Board’s performance: In compliance with the Companies Act2013 and Regulation 17 of the SEBI

Listing Regulations the performance evaluation of the Board and its Committees werecarried out during the year under review. More details on the same are given in theCorporate Governance Report.

(e) Policy on Directors appointment and remuneration: The Nomination & RemunerationCommittee of Directors has approved a Policy for Selection Appointment and Remunerationof Directors which inter-alia requires that the Directors shall be of high integrity withrelevant expertise and experience so as to have a diverse Board. The Policy also lays downthe positive attributes/ criteria while recommending the candidature for the appointmentas Director. The Company follows a Policy on Remuneration of Directors KMP and SeniorManagement Employees. The policy is approved by the Nomination & RemunerationCommittee and the Board. The main objective of the said policy is to ensure that the leveland composition of remuneration is reasonable and sufficient to attract retain andmotivate the Directors KMP and senior management employees. The Remuneration Policy forthe Directors and senior management employees is given in the Corporate Governance Report.

(f) Familiarization Programme for Independent Directors: In compliance with theRegulation 25(7) of the SEBI Listing Regulations the familiarization programme aims toprovide Independent Directors with the industry scenario the socio-economic environmentin which the Company operates the business model the operational and financialperformance of the Company significant developments etc so as to enable them to takewell informed decisions in a timely manner. The familiarization programme also seeks toupdate the Directors on the roles responsibilities rights and duties under the Act andother statutes.

The policy on company’s familiarization programme for Independent Directors andthe details of familiarization programmes imparted to Independent Directors including theNo. of hours spent by each Independent Director in such programmes is posted on thecompany’s website at www.ramadacaravela.com/investorrelations (g) Key ManagerialPersonnel: Mr. Raju M. Bamane Company Secretary and Key Managerial Personnel of theCompany resigned from the services of the Company w.e.f. June 15 2015 and Mr. NileshJain has been appointed as Company Secretary and Key Managerial Personnel w.e.f August 172015.

(h) Listing Agreement: The Securities and Exchange board of India (SEBI) on September2 2015 issued SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015with the aim to consolidate and streamline the provisions of the Listing Agreement fordifferent segments of capital markets to ensure better enforceability. The saidregulations were effective December 1 2015. Accordingly all listed entities wererequired to enter into the Listing Agreement within six months from the effective date.The Company has entered into listing agreement with BSE Limited and the National StockExchange of India Limited during November 2015.

14. CORPORATE GOVERNANCE:

The Company has complied with the corporate governance requirements under the CompaniesAct 2013 and as stipulated under the SEBI listing regulations. A separate section oncorporate governance under the listing regulations along with a certificate from theauditors confirming the compliance is annexed and forms part of this Annual Report.

15. INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has designed and implemented a process driven framework for InternalFinancial Controls (IFC) within the meaning of the explanation in Section 134(5)(e) of theCompanies Act 2013.

The Company’s internal controls system has been established on values of integrityand operational excellence. The formal and independent evaluation of internal controls andinitiatives for remediation of deficiencies by the Internal Auditors has resulted in asound framework for Internal Controls commensurate with the size and complexity of thebusiness. The internal control framework essentially has two elements: (1) structurespolicies and guidelines designed to achieve efficiency and effectiveness in operations andcompliance with laws and regulations; (2) an assurance function provided by InternalAuditors.

The Company also has well-documented Standard Operating Procedures (SOPs) for variousprocesses which are periodically reviewed for changes warranted due to business needs. TheInternal Auditors continuously monitors the efficiency of the internal controls/compliancewith SOPs with the objective of providing to Audit Committee and the Board of Directorsan independent objective and reasonable assurance of the adequacy and effectiveness ofthe organization’s risk management control and governance processes. This formalizedsystem of internal control facilitates effective compliance of Section 138 of CompaniesAct 2013 and the SEBI Listing Regulations.

The Audit Committee meets regularly to review reports including significant auditobservations and follow up actions thereon. The Audit Committee also meets thecompany’s statutory auditors to ascertain their views on financial statementsincluding the financial reporting system compliance to accounting policies andprocedures the adequacy and effectiveness of internal control system.

The Internal Auditor also assesses opportunities for improvement in the businessprocesses designed to add value to the organization and follow ups on the implementationof corrective actions and improvements in the business process after review by the AuditCommittee. For the year ended March 31 2016 the Board is of the opinion that the Companyhas sound IFC commensurate with the nature and size of the business operations whereincontrols are in place and operating effectively and no material weaknesses exist. TheCompany has a process in place to continuously monitor the existing controls and identifygaps if any and implement new and/or improved controls wherever the effect of such gapswould have a material effect on the Company’s operations.

During the year ended March 31 2016 there were no reportable incident of fraud asdefined in Section 143(12) of the Companies Act 2013.

16. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:

(i) In the preparation of the accounts for the financial year ended March 31 2016 theapplicable Accounting Standards have been followed and there are no material departures;

(ii) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2016 and of the profit and loss ofthe Company for the year ended March 31 2016;

iii) They have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act for safeguardingthe assets of the Company and for preventing fraud and other irregularities;

(iv) They have prepared the annual accounts for the financial year ended March 31 2016on a "going concern" basis;

(v) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively;

(vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors and external consultants including audit of internal financialcontrols over financial reporting by the statutory auditors and the reviews performed bymanagement and the relevant board committees including the audit committee the board isof the opinion that the

Company’s internal financial controls were adequate and effective during FY2015-16.

17. STATUTORY AUDITORS:

At the 27th Annual General Meeting of the Company held on September 24 2014 M/s. J.G. Verma & Co. Chartered Accountants Mumbai have been appointed as StatutoryAuditors of the Company till conclusion of the Thirtieth Annual General Meeting of theCompany to be held in the year 2017 subject to ratification of their appointment at everyAnnual General Meeting. As required under SEBI (LIDOR) Regulations 2015 the Auditorshave confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India. They are eligible to continue as StatutoryAuditors for the financial year 2016-17. Your Board recommends ratification of theirappointment as the Statutory Auditors at the ensuing Annual General Meeting.

The observations and comments given in the Auditors’ Report read together with thenotes to the accounts are self explanatory and hence do not call for any furtherinformation and explanation under Section 134(3) of the Companies Act 2013.

18. SECRETARIAL AUDIT:

Pursuant to the requirements of the Companies Act 2013 the company has appointed Mr.Virendra G. Bhatt Practicing Company Secretary to undertake the Secretarial Audit of theCompany whose report dated May 16 2016 is attached separately to this report as"Annexure B".

Management reply to the observations in the Secretarial Audit Report is as under:

Sr. No. Observation Management Response
1 "Board of Directors of the Company not having been constituted as per Listing Regulations as it was short of one independent director for first two quarters of the year". Owing to his untimely demise Mr. K. Kannan an independent director of the Company ceased to be a director of the Company w.e.f. December 18 2014. There was a delay in finding a competent person who could be appointed as an independent director of the Company in the place of the deceased director. The Board of Directors of the company ultimately appointed Dr. S. D. Israni as an Additional Director of the Company in the category of Independent Non Executive Director with effect from October 1 2015.
2 On payment of managerial remuneration to the Managing Director Mr. Sunder G. Advani and the Executive Director Mr. Haresh G. Advani This is self explanatory and does not require any clarification or response save and except that each of the Managing Director Mr. Sunder G. Advani and the Executive Director Mr. Haresh G. Advani have given an undertaking to the Board of Directors in terms of Section 197(9) of the Companies Act 2013 to refund the excess remuneration to the Company and each of them have further confirmed that they will hold the excess remuneration in trust for and on behalf of the Company. The Management further reports that pending the final disposal of the Applications by the Central Government the Managing Director and the Executive Director have refunded the excess remuneration drawn by them till 1st quarter ended June 302016

19. FIXED DEPOSITS:

The Company has not accepted any deposits from the public/members under Section 73 ofthe Companies Act 2013 read with Companies (Acceptance of Deposits) Rules 2014 duringthe year.

20. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE COURTS OR REGULATOR:

There are no significant material orders passed by the Regulators/Courts which wouldimpact the ‘going concern’ status of the Company and its future operations.However member’s attention is drawn to the statement on contingent liabilities inthe notes forming part of the financial statements.

21. CODE OF BUSINESS CONDUCT:

As per the Listing Agreement the Board has a ‘Code of Conduct’ in placewhereby all Board Members and Senior

Management have declared and complied with the said Code. A declaration to this effectsigned by the Chairman & Managing Director has been obtained.

22. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREX EARNINGS AND OUTGO:

As required under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 (3) ofthe Companies (Accounts) Rules 2014 the particulars relating to conservation of energytechnology absorption and foreign exchange earnings and outgo are given in Annexure‘C’ hereto and forms part of this Report.

23. TRANSFER OF UNCALIMED DIVIDEND

During the year the unclaimed dividend of Rs 0.51 million pertaining to the interimand final dividend for the year ended March 31 2008 was transferred to the InvestorEducation & Protection Fund (IEPF) within the prescribed time.

24. DISCLOSURES UNDER THE COMPANIES ACT 2013 AND LISTING REGULATIONS

(i) EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as "Annexure D".

(ii) MEETINGS:

The Board of Directors met 6 (six) times in the financial year 2015-16. The details ofthe board meetings and the attendance of the Directors are provided in the CorporateGovernance Report. The gap between the Board Meetings was within the period prescribedunder the Companies Act 2013.

(iii) AUDIT COMMITTEE:

The Board has constituted the Audit Committee which comprises of Mr. Prakash Mehta asthe Chairman and Mr. Vinod Dhall Mr Adhiraj Harish and Mrs. Menaka S. Advani as members.More details pertaining to Committee are included in the Corporate Governance Reportwhich forms part of the Annual Report.

(iv) RELATED PARTY TRANSACTIONS:

All the related party transactions are entered on arm’s length basis in theordinary course of business and are in compliance with the applicable provisions of theCompanies Act 2013 and the Listing Regulations. There are no materially significantrelated party transactions made by the Company with Promoters Directors or Key ManagerialPersonnel etc. which may have potential conflict with the interest of the Company at largeor which warrants the approval of the shareholders. Accordingly no transactions are beingreported in Form AOC-2 in terms of Section 134 of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014. However the details of the transactions with

Related Parties are provided in the Company’s financial statements in accordancewith the Accounting Standards.

All Related Party Transactions are presented to the Audit Committee and the Board. Astatement of all related party transactions is presented before the Audit Committee on aquarterly basis specifying the nature value and terms and conditions of thetransactions. The statement is supported by the certificate from the MD and the

CFO. The Related Party Transactions Policy as approved by the Board is uploaded on theCompany’s website at: www.ramadacaravela.com/investorrelations

(v) POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE:

The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules there under.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. An Internal Complaints Committee has also been set up to redress complaintsreceived on sexual harassment.

During the financial year under review the Company has not received any complaint ofsexual harassment from any of the women employees of the Company.

25. PARTICULARS OF EMPLOYEES:

The disclosure pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are annexed to this report as"Annexure E".

Further a statement showing the names and other particulars of employees drawingremuneration in excess of limits as set out in the Rules 5(2) and 5(3) of the aforesaidrules forms part of this report.

26. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of this report.

27. ACKNOWLEDGEMENTS:

I would like to thank the Central Government especially the Ministries of TourismCivil Aviation External Affairs Finance and also the Government of Goa for theircontinued assistance to the tourism industry. I would also like to thank the Wyndham HotelGroup Bank of Baroda and Bank of India for their support. The employees and executives ofthe Ramada Caravela Beach Resort are our most important assets and deserve immense praise.A special thanks to our business associates tour operators and travel agents. Last butnot the least I would like to thank all you shareholders for your faith in our Company.

For and on behalf of the Board of Directors
SUNDER G. ADVANI
Place: Mumbai Chairman & Managing Director
Date: July 28 2016 (DIN 00001365)