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Advani Hotels & Resorts (India) Ltd.

BSE: 523269 Sector: Services
NSE: ADVANIHOTR ISIN Code: INE199C01026
BSE LIVE 15:08 | 02 Dec 50.50 0.60
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48.15

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50.60

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49.00

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OPEN 48.15
PREVIOUS CLOSE 49.90
VOLUME 1462
52-Week high 66.20
52-Week low 43.40
P/E 29.36
Mkt Cap.(Rs cr) 233.31
Buy Price 48.65
Buy Qty 100.00
Sell Price 50.50
Sell Qty 9.00
OPEN 48.15
CLOSE 49.90
VOLUME 1462
52-Week high 66.20
52-Week low 43.40
P/E 29.36
Mkt Cap.(Rs cr) 233.31
Buy Price 48.65
Buy Qty 100.00
Sell Price 50.50
Sell Qty 9.00

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

Company director report

Directors’ Report to the Members

The Directors have pleasure to present the 28th Annual Report of your Company togetherwith the audited financial accounts for the year ended March 31 2015.

1. FINANCIAL RESULTS:

Your Company’s financial performance for the year ended March 31 2015 is set outbelow:

(Rs. in Lakhs)

Particulars For the year ended March 31 2015 For the year ended March 31 2014
Total Income 4902.54 4133.31
Profit before Depreciation Finance Costs and Tax 1171.62 835.63
Less: Depreciation 450.26 316.74
Profit before Finance Costs and Tax 721.36 518.89
Less: Finance Costs 169.14 216.53
Profit before Tax 552.22 302.36
Less: Provision for Taxation:
– Current Tax 173.00 92.00
– Deferred Tax Liability/(Asset) 22.73 (21.64)
– Tax for earlier years (3.64) 5.60
Profit for the year after Tax 360.13 226.40
Profit brought forward from last year 751.94 660.46
Adjustment of 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 1062.92 886.86
Transfer to General Reserve 30.00 6.00
Interim Dividend paid / Final Dividend 194.12 110.93
Dividend Distribution Tax 39.02 17.99
Balance Profit carried to Balance Sheet 799.78 751.94
Basic and Diluted Earnings per Equity Share of Rs.2/- each (in ) 0.78 0.49

INCOME:

Your Company achieved a total turnover of Rs.490.3 Million as compared to Rs.413.3Million in the previous year registering a growth of Rs.18.63% on a year to year basis.This increase was achieved without any expansion in room or food and beverage facilities.The Gross Profit Before Depreciation Finance Costs and Tax increased by 40% from Rs.83.6Million to Rs.117.2 Million.

DEPRECIATION:

The amount provided for depreciation has increased by 42% from Rs.31.7 Million to Rs.45Million as a result of the change in depreciation policy introduced in the Companies Act2013.

FINANCE COSTS:

Finance Costs have reduced significantly from Rs.21.7 Million to Rs.16.9 Million. Thisresult was achieved by lowering debt from Rs.160.65 Million to Rs.134.25 Million andconversion of high cost Rupee loan into FCNR(B) loan carrying much lower interest.

PROFIT BEFORE TAX:

Profit Before Tax has increased by 83% from Rs.30.2 Million to Rs.55.2 Million.

PROFIT AFTER TAX:

Profit for the year After Tax has increased by 59% from Rs.22.6 Million to Rs.36Million.

2. DIVIDEND:

Your Directors are pleased to recommend an additional dividend of Rs.0.12 (6%) perequity share of Rs.2/- each as a final dividend. The Company had distributed an interimdividend in this financial year of Rs.0.30 (15%) per equity share of Rs.2/- each inFebruary 2015. The total dividend for the financial year ended March 31 2015 would be0.42 (21%) per equity share of Rs.2/- each. The total outgo for the current year amountsto Rs.23.3 Million including dividend distribution tax of Rs.3.9 Million as against 12.9Million including dividend distribution tax of Rs.1.8 Million in the previous year.

During the year the unclaimed dividend of Rs.0.30 million pertaining to the interimdividend for the year ended March 31 2007 was transferred to the Investor Education &Protection Fund within the prescribed time.

3. TRANSFER TO RESERVES:

The Company has transferred 3 Million to General Reserves out of the amount availablefor appropriation.

4. ECONOMIC SCENARIO AND OUTLOOK:

India’s GDP is expected to grow to almost 7.5% and is second only to China wherethe growth rate is slackening. The increase in prosperity in India will lead to a largerspend on leisure and corporate get togethers at exotic locations. The recent decline invalue of the Indian Rupee to 64 to USD will encourage Indians to travel within India.Domestic tourism will 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 tourist e-Visas to citizens of several countries.

5. UPGRADATION PLAN FOR 2015-16:

There are no major renovation plans for the next financial year as major renovationshave already been made in recent years. The Ministry of Tourism Government of India NewDelhi has classified Company’s resort as "Five (*****) Star DeluxeCategory" w.e.f. June 18 2013 to 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. DOCUMENTS PLACED ON THE WEBSITE OF THE COMPANY (WWW.RAMADACARAVELA.COM):

The following documents have been placed on the website in compliance with the Act:

(a) Details of unpaid dividend as per Section 124(2);

(b) Corporate Social responsibility policy as per Section 134(4)(a);

(c) Financial Statements of the Company along with relevant documents as per thirdproviso to Section 136(1);

(d) Details of vigil mechanism for the directors and employees to report genuineconcerns as per proviso to Section 177(10);

(e) Policy on Related Party Transactions pursuant to Clause 49 of the listingagreement;

(f) Disclosure as per Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

(g) Disclosure of Insider Trading Policy as per the SEBI (Prohibition of InsiderTrading) Regulations 2015.

9. CORPORATE SOCIAL RESPONSIBILITY (CSR) INITIATIVES:

Though the provisions of the Schedule VII of the Companies Act 2013 (‘theAct’) are not applicable to the Company during the financial year the Company hasundertaken projects voluntarily in the areas of Education Livelihood Health Water andSanitation.

During the current FY 2014-15 the Company’s net profit before tax was above thelimit of Rs. 5 crores as set out under Section 135 of the Companies Act 2013 andCompanies (Corporate Social Responsibility Policy) Rules 2014. Accordingly the Companyhas formed a CSR Committee the details of which are set out in the Corporate GovernanceReport forming part of the Board’s Report and the prescribed amount will be spentduring FY 2015-16 on CSR activities under approval and supervision of CSR committee.

10. DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:

The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder and the same have been posted onthe website of the Company namely www.ramadacaravela.com. One minor complaint was receivedand resolved during the year.

11. HUMAN RESOURCES DEVELOPMENT:

The Company has continuously adopted structures that help attract best external talentand promote internal talent to higher roles and responsibilities. AHRIL’s peoplecentric focus providing an open work environment fostering continuous improvement anddevelopment helped several employees realise their career aspirations during the year.

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

12. BUSINESS RISK MANAGEMENT:

Pursuant to the requirement of Clause 49 of the Listing Agreement the Company hasconstituted a Business Risk Management Committee. The details of the Committee and itsterms of reference are set out in the Corporate Governance Report forming part of theBoard’s Report. The details of the CRMP are explained in the Corporate GovernanceReport and also posted on the Company’s website viz www.ramadacaravela.com/investorrelations.

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.

13. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS:

The Company has not granted any loans or provided any guarantees or made investmentshence no disclosures which are required under Section 186 of the Companies Act 2013 areapplicable for the year.

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function isdefined in the Internal Audit Charter. To maintain its objectivity and independence theInternal Auditor reports to the Chairman of the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of the internalcontrol system in the Company its compliance with operating systems accountingprocedures and policies at all levels of the Company. Based on the report of internalauditors the management undertakes corrective action in their respective areas andthereby strengthens the controls. Important audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.

15. WHISTLE BLOWER POLICY:

The Company has in place a vigil mechanism pursuant to which a Whistle Blower Policyhas been in force. The Policy was approved on August 1 2014. The Whistle Blower Policycovers all employees and directors and is posted on the Company’s website vizwww.ramadacaravela.com/investorrelations).

16. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP):

The Board of Directors had appointed Adm. Sureesh Mehta (Retd.) and Mr. Adhiraj Harishas Directors of the Company in the category of Independent Directors with effect fromSeptember 24 2014 and November 10 2014 respectively. Thereafter at the ExtraordinaryGeneral Meeting (EGM) of the Company held on December 22 2014 the Members of the Companyappointed the said Directors as Independent Directors under the Companies Act 2013(‘the Act’) for a period of 5 years with effect from December 22 2014.

Pursuant to the provisions of Section 149 of the Act which came into effect from April1 2014 Mr. Prakash Mehta Mr. Vinod Dhall Adm. Sureesh Mehta (Retd.) and Mr. AdhirajHarish were appointed as Independent Directors by the Shareholders at their meetings heldon September 24 2014 (AGM) and December 22 2014 (EGM). The terms and conditions ofappointment of Independent Directors are as per Schedule IV of the Act. They havesubmitted a declaration that each of them meets the criteria of independence as prescribedin Section 149(6) of the Act and there has been no change in the circumstances which mayaffect their status as Independent Director during the year.

The Independent Directors are to hold office for a term of 5 years i.e. Mr. PrakashMehta and Mr. Vinod Dhall till September 23 2019 and Adm. Sureesh Mehta and Mr. AdhirajHarish till December 21 2019.

Mr. K. Kannan an Independent Director of the Company ceased to be a Director of theCompany with effect from December 18 2014 due to his sad demise. The Board has placed onrecord its appreciation for the outstanding contributions made by Mr. K.Kannan during histenure of office.

Mr. Anil Harish an Independent Director of the Company resigned from the Board ofDirectors with effect from September 30 2014 to comply with the amendment to the ListingAgreement with the Stock Exchanges which restricts maximum number of Directorships by theindividuals. The Board has placed on record its appreciation for the outstandingcontribution made by Mr. Anil Harish during his tenure of office.

In accordance with the provisions of the Companies Act 2013 Mrs. Menaka S. AdvaniDirector of the Company retires by rotation and is eligible for re-appointment.

Pursuant to the provisions of Section 203 of the Act came into effect from April 12014 the appointments of Mr. Sunder G. Advani Chairman & Managing Director Mr.Shankar Kulkarni Chief Financial Officer and Mr. Raju M. Bamane Company Secretary wereformalized as the Key Managerial Personnel of the Company.

Mr. Raju M. Bamane Company Secretary and Key Managerial Personnel of the Companyresigned from the services of the Company w.e.f. June 15 2015. Another qualified CompanySecretary has been appointed who will be assuming charge from the third week of August2015.

17. NUMBER OF MEETINGS OF THE BOARD:

The details of the number of meetings of the Board held during the financial year2014-15 forms part of the Corporate Governance Report which forms part of the AnnualReport.

18. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and Clause 49 of the ListingAgreement the Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsAudit and Nomination & Remuneration Committees. The manner in which the evaluation hasbeen carried out has been explained in the Corporate Governance Report.

In a separate meeting of Independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of Executive and Non-Executive Directors. Thesame was discussed in the Board Meeting that followed the meeting of the IndependentDirectors at which the performance of the Board the Committee and individual directorswas also discussed.

19. MEETINGS:

A calendar of Meetings is prepared and circulated in advance to the Directors thedetails of which are given in the Corporate Governance Report. The intervening gap betweenthe Meetings was within the period prescribed under the Companies Act 2013.

20. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION AND OTHER DETAILS:

The Company’s policy on Directors’ appointment and remuneration and othermatters provided in Section (3) of the Act has been disclosed in the Corporate GovernanceReport which forms part of the Annual Report.

21. INTERNAL FINANCIAL CONTROL SYSTEM 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.

For the year ended March 31 2015 the Board is of the opinion that the Company hassound 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 suchgaps would have a material effect on the Company’s operations.

22. AUDIT COMMITTEE:

The details pertaining to composition of Audit Committee are included in the CorporateGovernance Report which forms part of the Annual Report.

23. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134(5) of the Companies Act 2013 as amendedwith respect to the Directors’ Responsibility Statement it is hereby confirmed that:

(i) In the preparation of the accounts for the financial year ended March 31 2015 theapplicable Accounting Standards have been followed along with proper explanation relatingto material departures; if any;

(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 31 2015 and of theprofit and loss of the Company for the year ended March 31 2015;

(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act forsafeguarding the assets of the Company and for preventing fraud and other irregularities;

(iv) The Directors have prepared the annual accounts for the financial year ended March31 2015 on a "going concern" basis;

(v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

24. RELATED PARTY TRANSACTIONS:

During the period under review the Company had not entered into any materialtransaction with any of its related parties. None of the transactions with any of therelated parties were in conflict with the Company’s interest. All related partytransactions are negotiated on an arms length basis and are intended to further theCompany’s interest.

All Related Party Transactions are placed before the Audit Committee as also the Boardfor approval. Prior omnibus approval of the Audit Committee is obtained on a quarterlybasis for the transactions which are of a foreseen and repetitive nature. The transactionsentered into pursuant to the omnibus approval so granted are audited and a statementgiving details of all related party transactions are placed before the Audit Committee andthe Board of Directors for their approval on a quarterly basis.

25. 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 Clause 49 of the Listing Agreement 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 2015-16. 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.

26. SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Virendra G. Bhatt Practicing Company Secretary to undertake theSecretarial Audit of the Company. The Report of the Secretarial Auditor is annexedherewith as "Annexure A".

27. DISCLOSURE REQUIREMENTS:

(a) As per Clause 49 of the Listing Agreement with the Stock Exchanges CorporateGovernance Report with Certificate thereon by the Company’s Auditors and ManagementDiscussion and Analysis are attached which form part of this Report.

(b) Details of the familiarization programme of the Independent Directors are availableon the website of the Company. (URL: www.ramadacaravela.com/investorrelations)

(c) Policy on dealing with related party transactions is available on the website ofthe Company. (URL: www.ramadacaravela.com/investorrelations)

(d) The Whistle Blower Policy is in line with the provisions of the Section 177(9) ofthe Act and the revised Clause 49 of the Listing Agreements with Stock Exchanges and isavailable on the website of the Company (URL: www.ramadacaravela.com/investorrelations)

28. FIXED DEPOSITS:

The Company has not accepted or invited any fixed deposits from the public in the yearunder review.

29. 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 saidCode. A declaration to this effect signed by the Chairman & Managing Director has beenobtained.

30. LISTING:

Your Company’s equity shares are listed on the Bombay Stock Exchange (BSE)National Stock Exchange (NSE) and Delhi Stock Exchange (DSE). Your Company has paid theListing Fees for the financial year 2015-16 to BSE and NSE. The Listing Fee invoice fromDSE is being followed up and awaited.

31. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND

OUTGO:

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

32. EXTRACT OF ANNUAL RETURN:

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

33. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with Rule 5(1) and Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014[Chapter XIII] is annexed herewith as

"Annexure D".

34. ACKNOWLEDGEMENTS:

Your Directors appreciate the assistance provided by the bankers the Goa Governmentand Wyndham Hotel Group (USA). We thank the Shareholders our valued clients and the touroperators for their continued support. Your Directors also appreciate the contributionsmade by all employees to improve the operations of the Company.

For and on behalf of the Board of Directors
SUNDER G. ADVANI
Place: Mumbai Chairman & Managing Director
Date: August 3 2015 (DIN 00001365)

ANNEXURE ‘A’ TO THE DIRECTORS’ REPORT

Form No. MR-3 SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31 2015

[Pursuant to section 204(1) of the companies Act 2013 and rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]

To

The Members

Advani Hotels & Resorts (India) Limited

I have conducted the Secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Advani Hotels & Resorts(India) Limited (Hereinafter referred to as the Company). Secretarial Audit was conductedin a manner that provides me a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Company books papers minute books forms and returnsfiled and other records maintained by the company and also the information provided by theCompany its officers agents and authorized representatives during the conduct ofsecretarial audit I hereby report that in my opinion the Company has during the auditperiod covering the financial year ended on March 31 2015 generally complied with thestatutory provisions listed hereunder:

I have examined the books papers minutes’ books forms and returns filed andother records maintained by the Company for the financial year ended on March 31 2015according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade there under - Not Applicable during the audit period;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings - Not Applicable during the audit period;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009 - Not Applicable during the audit period;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999 - Not Applicable during the audit period;

(e) The Securities and Exchange Board of India (Issue and listing of Debt securities)Regulations 2008 -Not Applicable during the audit period;

(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client -Not Applicable during the audit period;

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009 - Not Applicable during the audit period; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998 - Not Applicable during the audit period;

(vi) For the other applicable laws our audit was limited to

(a) The Payment of Wages Act 1936

(b) The Minimum Wages Act 1948

(c) Employees State Insurance Act 1948

(d) The Employees Provident Fund and Miscellaneous Provisions Act 1952

(e) The Payment of Bonus Act 1965

(f) The Payment of Gratuity Act 1972

(g) The Maternity Benefit Act 1961

I report that for Labour laws I rely on the inspection report from the office of thecommissioner of labour.

(vii) I have also examined compliance with the applicable clauses of the following:

(i) The Listing agreements entered into by the Company with the stock exchanges.

(ii) Secretarial Standards issued by The Institute of Company Secretaries of India - Atpresent Not Applicable.

During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations Guidelines Standards etc. mentioned above.

I further report that I rely on statutory auditor’s reports in relation to thefinancial statements and accuracy of financial figures for Sales Tax Wealth Tax ValueAdded Tax Related Party Transactions Provident Fund ESIC etc. as disclosed underfinancial statements Accounting Standard 18 and note on foreign currency transactionsduring our audit period.

I further report that the Board of directors of the Company is not duly constituted asper the provisions of Clause 49(IIA) of the Listing Agreement as it is short of oneIndependent Director due to death of Mr. K. Kannan. The changes in the composition of theBoard of Directors that took place during the period under review were carried out incompliance with the provisions of the Act.

I further report that as per the information provided the Company has generally givenadequate notice to all directors to schedule the Board Meetings agenda and detailed noteson agenda were sent at least seven days in advance and a system exists for seeking andobtaining further information and clarifications on agenda items before the meeting andfor meaningful participation at the meeting.

I further report that as per the information provided majority decision is carriedthrough while the dissenting members’ views are captured and recorded as part of theminutes.

I further report that there are generally adequate systems and processes in the Companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

I further report that the management is responsible for compliances of all businesslaws. This responsibility includes maintenance of statutory registers/files required bythe concerned authorities and internal control of the concerned department.

I further report that during the audit period the Company has no specific events likePublic Issue/Right/ Preferential issue of shares/Debentures/sweat equity etc.

Place: Mumbai VIRENDRA BHATT
Date: July 2 2015 ACS No - 1157
COP No - 124

ANNEXURE ‘B’ TO THE DIRECTORS’ REPORT

Information pursuant to Section 134(3)(m) of the Companies Act 2013 read with theCompanies (Accounts) Rules 2014 forming part of Directors’ Report for the year endedMarch 31 2015:

A. CONSERVATION OF ENERGY:

(i) Steps taken or impact on conservation of energy:

The use of energy is being optimized through improved operation methods.

(ii) Steps taken by the Company for utilizing alternative sources of energy:

In 2014-15 the Company spent considerable amount on LED light bulbs and have replacedthe existing light bulbs to conserve energy. This will also reduce energy bills in theforthcoming months.

(iii) The capital investment on energy conservation investments:

In 2014-15 the Company spent 8.62 lakhs on LED light bulbs and have replaced theexisting light bulbs to conserve energy.

B. TECHNOLOGY ABSORPTION:

In the year 2014-2015 the Company has replaced the existing Sewage Treatment Plantwith a new system which has been supplied installed commissioned and is also operatedby Thermax.

This has led to:

1. A greater amount of clean treated water available for the golf course and thus theCompany has completely stopped purchasing water tankers on a daily basis for landscaping.

2. The energy used by the Blowers and other equipment has also been reduced.

3. The quality of the treated effluent is far better than the standards required by theGoa State Pollution Control Board and thus the Company is fully compliant with thestatutory norms.

4. The look and feel of the landscaping has been enhanced due to the improved qualityof water and several guests have appreciated the same.

5. This new sewage treatment plant will also benefit the environment as the sludge hasreduced to a great extent and the use of chemicals has also been reduced whilesimultaneously improving the quality of the treated water.

C. FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company’s foreign exchange earnings for the current year were 1570.49 lakhs(previous year 2439.66 lakhs). The total outgo in foreign exchange for the current yearwas 250.16 lakhs (previous year 604.43 lakhs).

ANNEXURE ‘C’ TO THE DIRECTORS’ REPORT

Form No. MGT-9

EXTRACT OF ANNUAL RETURN AS ON THE FINANCIAL YEAR ENDED ON 31ST MARCH 2015

[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies(Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS:

(i) CIN L99999MH1987PLC042891
(ii) Registration Date March 13 1987
(iii) Name of the Company Advani Hotels & Resorts (India) Ltd.
(iv) Category/Sub-Category of the Company Public Company / Limited by Shares
(v) Address of the Registered office and contact details 18A & 18B Jolly Maker Chambers II
Nariman Point Mumbai 400 021
Tel: 022-22850101
Fax: 022-22040744
Website: ramadacaravela.com
(vi) Whether listed company Yes
(vii) Name Address and Contact details of Registrar and Transfer Agent ifany Datamatics Financial Software & Services Ltd.
Plot No: B-5 Part B Cross lane
MIDC Marol Andheri (East)
Mumbai 400 093
Tel: 022-66712188

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of theCompany shall be stated:

Sl. Name and Description of main NIC Code of the % to total turnover No. products /services Product / Service of the Company

1 Short Term Accommodation activities 551 60.05%

2 Restaurant and Mobile Food

Service activities 561 27.50%

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

Sl. No. Name and address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable Section
1. No Subsidiary or Holding Company

IV. SHAREHOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity):

(i) Category-wise Shareholding - As per Attachment ‘A’

(ii) Shareholding of Promoters - As per Attachment ‘B’

(iii) Change in Promoters’ Shareholding - As per Attachment ‘C’

(iv) Shareholding Pattern of Top Ten Shareholders (Other than Directors Promoters andHolders of GDRs and ADRs) - As per Attachment ‘D’

(v) Shareholding of Directors and Key Managerial Personnel - As per Attachment‘E’

V. INDEBTNESS:

Indebtness of the Company (including interest outstanding / accrued but not due forpayment) - As per Attachment ‘F’.

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to Managing Director Whole-Time Director and/or Manager - As perAttachment ‘G1’ B. Remuneration to other Directors - As per Attachment‘G2’ C. Remuneration to Key Managerial Personnel other than MD / Manager / WTD -As per Attachment ‘G3’

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

There were no penalties punishments compounding of offences for the year ending March31 2015.

ATTACHMENT ‘A’

IV. SHAREHOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)

(i) Category-wise Shareholding

No.of Shares held at the beginning of the year (April 1 2014) No. of Shares held at the end of the year (March 31 2015)
Category of Shareholders Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
A. Promoters
1) Indian
(a) Individuals/Hindu Undivided
Family 22796287 10500 22806787 49.34 22798102 10500 22808602 49.35 0.004
(b) Government(s) 0 0.00 0 0.00 0.000
(c) Bodies Corporate 378500 0 378500 0.82 378500 0 378500 0.82 0.000
(d) Financial Institutions / Banks 0 0.00 0 0.00 0.000
(e) Any Other (specify) 0 0.00 0 0.00 0.000
SubTotal (A)(1) 23174787 10500 23185287 50.16 23176602 10500 23187102 50.17 0.004
2) Foreign
(a) Individuals (Non-Resident
Individuals/Foreign Individuals) 0 0.00 0 0.00 0.000
(b) Other - Individuals 0 0.00 0 0.00 0.000
(c) Bodies Corporate 0 0.00 0 0.00 0.000
(d) Banks/FI 0 0.00 0 0.00 0.000
Any Other (specify) 0 0.00 0 0.00 0.000
SubTotal (A)(2) 0 0 0 0.00 0 0 0 0.00 0.000
Total Shareholding of Promoter and Promoter Group (A)=(A)(1)+(A)(2) 23174787 10500 23185287 50.16 23176602 10500 23187102 50.17 0.004
B. Public shareholding
1) Institutions
(a) Mutual Funds/UTI 0 56000 56000 0.12 0 56000 56000 0.12 0.000
(b) Financial Institutions / Banks 0 2500 2500 0.01 0 2500 2500 0.01 0.000
(c) Government(s) 0 0.00 0 0.00 0.000
(d) Venture Capital Funds 0 0.00 0 0.00 0.000
(e) Insurance Companies 0 0.00 0 0.00 0.000
(f) Foreign Institutional Investors 0 0.00 0 0.00 0.000
(g) Foreign Venture Capital Investors 0 0.00 0 0.00 0.000
(h) Qualified Foreign Investor 0 0.00 0 0.00 0.000
(i) Any Other (specify) 0 0.00 0 0.00 0.000
Sub Total (B) (1) 0 58500 58500 0.13 0 58500 58500 0.13 0.000
2) Non-institutions
(a) Bodies Corporate 16680719 41500 16722219 36.18 16742506 41000 16783506 36.31 0.133
(b) (i) Individuals - shareholders holding nominal share capital up to Rs. 1 Lakh 2335474 1722630 4058104 8.78 2113432 1642760 3756192 8.13 -0.653
(ii) Individual shareholders holding nominal share capital in excess of Rs. 1 Lakh 1359699 0 1359699 2.94 1681787 0 1681787 3.64 0.697
(c) Qualified Foreign Investor 0 0.00 0 0.00 0.000
(d) Any other (specify)
(i) NRI Rep 142791 319550 462341 1.00 145842 310300 456142 0.99 -0.013
(ii) NRI Non -Rept 358175 12500 370675 0.80 281096 12500 293596 0.64 -0.167
(iii) OCB 0 0.00 0 0.00 0.000
(iv) Foreign Bodies 0 2425 2425 0.01 0 2425 2425 0.01 0.000
(v) Foreign National 0 0.00 0 0.00 0.000
(vi) Any Other 0 0.00 0 0.00 0.000
SubTotal (B)(2) 20876858 2098605 22975463 49.71 20964663 2008985 22973648 49.71 -0.004
Total Public Shareholding (B)=(B)(1)+(B)(2) 20876858 2157105 23033963 49.84 20964663 2067485 23032148 49.83 -0.004
Total (A)+(B) 44051645 2167605 46219250 100.00 44141265 2077985 46219250 100.00 0.000
C. Shares held by custodians and against which Depository Receipts have been issued
(i) Promoter and Promoter Group 0 0.00 0 0.00 0.000
(ii) Public 0 0.00 0 0.00 0.000
SubTotal (C) 0 0 0 0.00 0 0 0 0.00 0.000
(D) Others 0 0.00 0 0.00 0.000
GRANDTOTAL (A)+(B)+(C)+(D) 44051645 2167605 46219250 100.00 44141265 2077985 46219250 100.00 0.000

ATTACHMENT ‘B’

(ii) Shareholding of Promoters

No.of Shares held at the beginning of the year (April 1 2014) No. of Shares held at the end of the year (March 31 2015)
Sr. No. Shareholders Name Demat Physical Total % of Total Shares Demat Physical Total % of Total Shares % Change during the year
1. SUNDER G ADVANI 9425893 0 9425893 20.39 9425893 0 9425893 20.39 0.000
2. HARESH G ADVANI 5828324 0 5828324 12.61 5330139 0 5330139 11.53 -1.078
3. NINA H ADVANI 2131100 0 2131100 4.61 2131100 0 2131100 4.61 0.000
4. LALITA SUNDER ADVANI 1383800 0 1383800 2.99 1383800 0 1383800 2.99 0.000
5. PRAHLAD ADVANI 1374000 0 1374000 2.97 1374000 0 1374000 2.97 0.000
6. MENAKA SUNDER ADVANI 1305630 0 1305630 2.82 1305630 0 1305630 2.82 0.000
7. NATASHA MIRCHANDANI 741399 0 741399 1.60 741399 0 741399 1.60 0.000
8. ALEKHA HARESH ADVANI 18451 0 18451 0.04 518451 0 518451 1.12 1.082
9. SUNDER ADVANI INVESTMENTS PRIVATE LTD 378500 0 378500 0.82 378500 0 378500 0.82 0.000
10. INDIRA SHIV THADANI 275000 0 275000 0.59 275000 0 275000 0.59 0.000
11. BALRAM DAYARAM DATWANI 163940 0 163940 0.35 163940 0 163940 0.35 0.000
12. JIHAN HARESH ADVANI 122500 0 122500 0.27 122500 0 122500 0.27 0.000
13. SABRINA DILIP JHANGIANI 26250 0 26250 0.06 26250 0 26250 0.06 0.000
14. RUKMANI GURDAS ADVANI 0 10500 10500 0.02 0 10500 10500 0.02 0.000
Total (A)+(B) 23174787 10500 23185287 50.16 23176602 10500 23187102 50.17 0

ATTACHMENT ‘C’

(iii) Change in Promoters’ Shareholding:

Shareholding at the beginning of the year (April 1 2014) Date Increase (+)/ Decrease (-) in Shareholding Reason Cumulative Shareholding during the year (01-04-2014 to 31-03-2015)
Sr. No. Name No. of Shares % of total Shares of the Company No. of Shares % of total Shares of the Company
1. Haresh G. Advani 5828324 12.61 01-Apr-14 Beginning of the year
Haresh G. Advani 5828374 12.61 15-Apr-14 50 Mkt.Purchase 50 0.00
Haresh G. Advani 5829374 12.61 15-Apr-14 1000 Mkt.Purchase 1050 0.00
Haresh G. Advani 5829924 12.61 17-Apr-14 550 Mkt.Purchase 1600 0.00
Haresh G. Advani 5830139 12.61 17-Apr-14 215 Mkt.Purchase 1815 0.00
Haresh G. Advani 5330139 11.53 18-Jun-14 -500000 Gift to daughter -498185 -1.08
2. Alekha H. Advani 18451 0.04 01-Apr-14 Beginning of the year
Alekha H. Advani 518451 1.12 15-Apr-14 500000 Gift from father 500000 1.08

ATTACHMENT ‘D’

Shareholding Pattern of top ten shareholders

(othen than Directors Promoters and Holders of GDRs and ADRs)

Date: April 1 2014 to March 31 2015

Shareholding at the begining of the year Cumulative shareholding during the year
Sl. No. Folio No. Name Remarks Date No. of shares % of total shares of the company No. of shares % of total shares of the company
1. IN30133020718822 DELTA CORP LIMITED At the beginning of the Year 31-MAR-2014 16453783 35.599 16453783 35.599
At the END of the Year 31-MAR-2015 16453783 35.599
2. IN30021415845793 RADHAKISHAN DAMANI At the beginning of the Year 31-MAR-2014 50000 0.108 50000 0.108
Decrease 30-JUN-2014 50000 0.108 0 0.000
Increase 12-SEP-2014 1384143 2.995 1384143 2.995
At the END of the Year 31-MAR-2015 1384143 2.995
3. IN30021416987914 SHIV PURI At the beginning of the Year 31-MAR-2014 325000 0.703 325000 0.703
Decrease 18-JUL-2014 50000 0.108 275000 0.595
Decrease 14-NOV-2014 8204 0.018 266796 0.577
Decrease 31-DEC-2014 14000 0.030 252796 0.547
At the END of the Year 31-MAR-2015 252796 0.547
4. 1301240000127525 RADHAKISHAN S DAMANI At the beginning of the Year 31-MAR-2014 1113956 2.410 1113956 2.410
Increase 04-APR-2014 4923 0.011 1118879 2.421
Increase 11-APR-2014 6295 0.014 1125174 2.434
Increase 18-APR-2014 11054 0.024 1136228 2.458
Increase 25-APR-2014 5759 0.012 1141987 2.471
Decrease 02-MAY-2014 2084 0.005 1139903 2.466
Increase 09-MAY-2014 2133 0.005 1142036 2.471
Increase 16-MAY-2014 24925 0.054 1166961 2.525
Increase 23-MAY-2014 982 0.002 1167943 2.527
Decrease 30-MAY-2014 15710 0.034 1152233 2.493
Decrease 30-JUN-2014 1152000 2.492 233 0.001
Increase 18-JUL-2014 87429 0.189 87662 0.190
Increase 25-JUL-2014 36811 0.080 124473 0.269
Increase 01-AUG-2014 8381 0.018 132854 0.287
Increase 08-AUG-2014 11832 0.026 144686 0.313
Increase 14-AUG-2014 21499 0.047 166185 0.360
Increase 22-AUG-2014 23490 0.051 189675 0.410
Increase 29-AUG-2014 26948 0.058 216623 0.469
Decrease 05-SEP-2014 191769 0.415 24854 0.054
Increase 12-SEP-2014 30564 0.066 55418 0.120
Increase 19-SEP-2014 8224 0.018 63642 0.138
Increase 30-SEP-2014 16268 0.035 79910 0.173
Increase 10-OCT-2014 4890 0.011 84800 0.183
Increase 17-OCT-2014 392 0.001 85192 0.184
Increase 24-OCT-2014 8862 0.019 94054 0.203
Increase 31-OCT-2014 11612 0.025 105666 0.229
Increase 07-NOV-2014 7507 0.016 113173 0.245
Increase 14-NOV-2014 14878 0.032 128051 0.277
Increase 21-NOV-2014 4896 0.011 132947 0.288
Increase 28-NOV-2014 22230 0.048 155177 0.336
Increase 05-DEC-2014 6125 0.013 161302 0.349
Increase 12-DEC-2014 3125 0.007 164427 0.356
Increase 19-DEC-2014 14435 0.031 178862 0.387
Decrease 30-JAN-2015 2718 0.006 176144 0.381
At the END of the Year 31-MAR-2015 176144 0.381
5. IN30096610491226 ANISH AND CO PVT LTD At the beginning of the Year 31-MAR-2014 130000 0.281 130000 0.281
Decrease 29-AUG-2014 5734 0.012 124266 0.269
At the END of the Year 31-MAR-2015 124266 0.269
6. IN30135630016652 SIRV PARVESH CHHIBBER At the beginning of the Year 31-MAR-2014 100000 0.216 100000 0.216
At the END of the Year 31-MAR-2015 100000 0.216
7. IN30177410567245 RELIGARE FINVEST LTD At the beginning of the Year 31-MAR-2014 0 0.000
Increase 19-DEC-2014 74000 0.160 74000 0.160
At the END of the Year 31-MAR-2015 74000 0.160
8. IN30154917873680 RAJESH M SAWNANI At the beginning of the Year 31-MAR-2014 61500 0.133 61500 0.133
At the END of the Year 31-MAR-2015 61500 0.133
9. IN30012610882621 SURESH N TALWAR At the beginning of the Year 31-MAR-2014 60000 0.130 60000 0.130
At the END of the Year 31-MAR-2015 60000 0.130
10. 1201040100000140 GIRISH RAMANLAL DESAI At the beginning of the Year 31-MAR-2014 36000 0.078 36000 0.078
Decrease 18-JUL-2014 2000 0.004 34000 0.074
At the END of the Year 31-MAR-2015 34000 0.074
11. 1203400000013202 JATIN FAKIRCHAND JHAVERI At the beginning of the Year 31-MAR-2014 74243 0.161 74243 0.161
Decrease 19-DEC-2014 74000 0.160 243 0.001
At the END of the Year 31-MAR-2015 243 0.001

ATTACHMENT ‘E’

Shareholding of Directors & Key Managerial Personnel

Date: April 1 2014 to March 31 2015

Shareholding at the begining of the year Cumulative shareholding during the year
Sl. No. Folio No. Name Remarks Date No. of shares % of total shares of the company No. of shares % of total shares of the company
1. IN30154916407679 PRAKASH VASANTLAL MEHTA At the beginning of the Year 1-APRIL-2014 500 0.000 500 0.000
At the END of the Year 31-MAR-2015 500 0.000

ATTACHMENT ‘F’

V. INDEBTEDNESS:

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Rs. In Lakhs

Secured Loan excluding deposits Unsecured Loans Deposits Total Indebtness
Indebtedness at the beginning of the financial year
(i) Principal Amount 1606.50 133.21 0.00 1739.71
(ii) Interest due but not paid 8.56 0.00 0.00 8.56
(iii) Interest accrued but not due 0.00 0.00 0.00 0.00
Total (i+ii+iii) 1615.06 133.21 0.00 1748.27
Change in Indebtedness during the financial year
Addition 165.20 34.30 0.00 199.50
Deletion 433.04 36.90 0.00 469.94
Net Change -267.84 -2.60 0.00 -270.44
Indebtedness at the end of the financial year
(i) Principal Amount 1342.52 130.62 0.00 1473.14
(ii) Interest due but not paid 4.70 0.00 0.00 4.70
(iii) Interest accrued but not due 0.00 0.00 0.00 0.00
Total (i+ii+iii) 1347.22 130.62 0.00 1477.84

ATTACHMENT ‘G1’

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-Time Directors and/or Manager

(Rs. in Lakhs)

Sl. No. Particulars of Remuneration Sunder G. Advani

Haresh G. Advani

Prahlad S. Advani

Total
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 81.20

54.13

30.60

165.93
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 7.99

5.62

1.59

15.20
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961

2. Stock Options

3. Sweat Equity

4. Commission

— As % of profit

— Others specify

5. Others please specify

Total (A) 89.19

59.75

32.19

181.13
Ceiling as per the Act

As per CG Approval

84.00

Note: The remuneration paid to Mr. Sunder G. Advani and Mr. Haresh G. Advani are as perthe Central Government approval vide letters dated October 7 2013 and January 31 2013respectively. The remuneration paid to Mr. Prahlad S. Advani is as per the specialresolution passed in last Annual General Meeting under the relevant provisions of theCompanies Act 2013.

ATTACHMENT ‘G2’

B. Remuneration to other Directors:

(Rs. in Lakhs)

Sl. No. Particulars of Remuneration Prakash V. Mehta K. Kannan Anil Harish Vinod Dhall Adm. Sureesh Mehta Adhiraj Harish Total
1. Independent Directors
(a) Fees for attending Board/
Committee Meetings 3.80 1.80 2.00 0.80 1.00 0.60 10.00
(b) Commission
(c) Others please specify
Total (1) 3.80 1.80 2.00 0.80 1.00 0.60 10.00
2. Other Non-Executive Directors
Menaka S. Advani Nina H. Advani Total
(a) Fees for attending Board/
Committee Meetings 2.40 1.80 4.20
(b) Commission
(c) Others please specify
Total (2) 2.40 1.80 4.20
Total (B)=(1+2) 14.20
Total Managerial Remuneration (A+B) 195.33
Overall Ceiling as per the Act

ATTACHMENT ‘G3’

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD

(Rs. in Lakhs)

Sl. No. Particulars of Remuneration Shankar Kulkarni Kumar* Iyer Raju** Bamane Total
1. Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 23.16 1.56 8.31 33.03
(b) Value of perquisites u/s 17(2) Income-tax Act 1961 0.90 4.25 0.18 5.33
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961
2. Stock Options
3. Sweat Equity
4. Commission
— As % of profit
— Others specify
5. Others please specify
Total (C) 24.06 5.81 8.49 38.36

* Upto May 19 2014

** W.e.f. June 24 2014

ANNEXURE ‘D’

PARTICULARS OF EMPLOYEES:

I. Information under Section 197 of the Act read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:

(a) The ratio of the Remuneration of each Director to the median Remuneration of theemployees of the Company for the financial year.

(b) The percentage increase in Remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year.

(c) Comparison of the Remuneration of each Key Managerial Personnel against theperformance of the Company.

Whole-time Directors and KMP Remunerationin in 2014/2015 (Rs. Lakhs) Remunerationin in 2013/2014 (Rs. Lakhs) % Increase of Remunerationin in 2015 as compared to 2014 Ratio to median Remuneration Ratio of 2014/15 Remunerationin to
Revenue Net Profit
Mr. Sunder G. Advani – CMD 89.19 81.56 9.35% 45 1.82% 24.77%
Mr. Haresh G. Advani – ED 59.75 54.79 9.05% 30 1.22% 16.59%
Mr. Prahlad S. Advani – Director of Operations (w.e.f. August 1 2014) 32.19 24 0.66% 8.94%
Mr. Shankar Kulkarni – CFO 24.06 21.31 12.90% 12 0.49% 6.68%
Mr. Kumar Iyer Company Secretary (Upto May 19 2014) 5.81 15.67 3 0.12% 1.61%
Mr. Raju Bamane Company Secretary (w.e.f. June 24 2014) 8.49 4 0.17% 2.36%

 

Non-Executive and Independent Directors Remunerationin in 2014/2015 (Rs. Lakhs) Remunerationin in 2013/2014 (Rs. Lakhs) % Increase of Remuneration in 2015 as compared to 2014 Ratio of median Remunerationin
Independent and non-executive directors
Mr. Prakash V. Mehta 3.80 1.80 111% 1.92
Mr. K. Kannan (Upto December 18 2014) 1.80 2.20 -18.18% 0.91
Mr. Anil Harish (Upto September 30 2014) 2.00 1.40 42.86% 1.01
Mr. Vinod Dhall (w.e.f. September 24 2014) 0.80 NA NA 0.40
Mr. Sureesh Mehta (w.e.f. September 24 2014) 1.00 NA NA 0.51
Mr. Adhiraj Anil (w.e.f. November 10 2014) 0.60 NA NA 0.30
Non-executive director
Mrs. Menaka S. Advani 2.40 1.80 33.33% 1.21
Mrs. Nina H. Advani (w.e.f. August 1 2014) 1.80 NA NA 0.91

(d) The percentage increase in the median remuneration of employees in the financialyear was 9.29%

(e) The number of permanent employees on the rolls of company were 172 in number.

(f) The explanation towards the relationship between average increase in remunerationand Company performance:

In view of the business performance and profits of the Company in FY 2013-14 theoverall percentage increase of 9.29% has been given to offset inflation cost and increasein cost of living expenses.

(g) Comparison of the Remuneration of the Key Managerial Personnel (KMP) with regard tothe performance of the Company:

Particulars Rs. In Lakhs
Aggregate Remuneration of KMP in 2014/15 34.54
Full year Revenue 4902.54
% to Revenue 0.70%
Profit before Tax 552.22
% to above 6.25%

(h) Variations in the market capitalization of the Company price earnings ratio as atthe closing date of the current financial year and previous financial year and percentageincrease over decrease in the market quotations of the shares of the Company in comparisonto the rate at which the Company came out with the last public offer.

The market capitalization of the Company as at March 31 2015 is Rs. 19874 lakhs asagainst Rs. 16431 lakhs as at March 31 2014 an increase of 21% during the year underreview. The Company has positive Earnings Per Share of Rs. 0.78 as against Rs. 0.49 inprevious year due to improved performance of the Company during the year.

The last public offer for the shares of the Company was a right issue made in the year1991-92 for 840000 Equity Shares of Rs. 10/- each at par. The market quotation (BSEclosing) of the Equity Shares of the Company as on March 31 2015 was Rs. 43/- per shareof face value of Rs. 2/- each representing an increase of approximately 2150% over theperiod.

(i) Average percentile increase already made in the salaries of employees other thanthe Managerial Personnel in the last financial year is 9.29% and increase in ManagerialRemuneration is 9%.

(j) The key parameters for any variable component of remuneration availed by theDirectors:

Non-Executive Directors

The Company pays only sitting fees to the non-executive directors of the Company.

Executive Directors

No commission was paid to all the Executive Directors for the year ended March 312015.

k. The ratio of the Remuneration of the highest paid Director to that of the employeeswho are not Directors but receive Remuneration in excess of the highest paid Directorduring the year: Not Applicable

l. It is affirmed that the Remuneration is as per Remuneration policy for DirectorsKey Managerial Personnel and other employees adopted by the Company

II. Information under Section 197 of the Act read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014:

Employee Name Designation Age in Years Qualification Experience In years Date of Commencement Remuneration In Last Employment
Mr. Sunder G. Advani Chairman & Managing Director 76 Strategic Hospitality Management Financial Management Courses Cornell University (USA) 55 March 1 1988 8918699 Chairman & Managing Director Hotel Airport Plaza Mumbai
Masters in Business Administration from the Wharton School (USA)
B.S. – Business Administration Temple University (USA)

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