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Asian Hotels (North) Ltd.

BSE: 500023 Sector: Services
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P/E 13400.00
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Buy Price 129.00
Buy Qty 13.00
Sell Price 134.00
Sell Qty 4.00
OPEN 133.80
CLOSE 133.00
52-Week high 152.90
52-Week low 96.00
P/E 13400.00
Mkt Cap.(Rs cr) 261
Buy Price 129.00
Buy Qty 13.00
Sell Price 134.00
Sell Qty 4.00

Asian Hotels (North) Ltd. (ASIANHOTNR) - Director Report

Company director report

To the Members

Your Directors are pleased to submit their 35th Report together with the AuditedFinancial Statements for the year ended 31st March 2016.


(on stand-alone basis)

(Rupees in Crore)
Particulars FY 2015-16 FY 2014-15
Revenue from Operations (Net) 240.74 232.49
Other Income 13.64 30.95
Profit Before Interest Depreciation & Prior period adjustments 85.92 75.01
Interest & Finance charges 137.84 93.64
Depreciation & Amortisation 22.71 26.54
Exceptional Items (32.17) 0
Prior Year Adjustments 0.34 0.16
Profit/(Loss) Before Tax (42.8) (45.33)
Provision for Taxation (Net) 25.81 2.84
Net Profit/(Loss) (16.99) (48.18)
Surplus Brought Forward 109.37 159.26
Depreciation Adjustment based on transitional provisions under Schedule II to the Companies Act 2013 0 (171)
Profit Available for Appropriation 92.38 109.37
Transfer to General Reserve 0 0
Proposed Dividend - Equity 0 0
Corporate Dividend Tax 0 0
Surplus Carried Forward 92.38 109.37
Earning per share - Basic & Diluted (Rs.) (8.74) (24.77)

Total net revenue from operations for the financial year 2015-16 was Rs. 240.74 croreas against Rs. 232.49 crore in the prior year a moderate increase of 3.55%.

Combined revenue from Food & Beverage including Wines & Liquor has registeredan increase of 9.4% during the year under review as compared to the prior year. "TheMansion" the new banquet facility which became operational in August 2014 is a muchsought-after event venue in the National Capital Region. Your Directors expect it to bringincreasingly more revenue from Food & Beverage but will also have a positive impacton room occupancy because of conventions and meetings and will thus improve the overallrevenue.

Other income during the year under review was Rs. 13.64 crore (prior year Rs. 30.95crore) which included gain on foreign currency transactions and translation (other thanconsidered as finance cost) of Rs. 3.75 crore (prior year Rs. 2.27 crore); net gain onsale of fixed assets of Rs. 4.22 crore (prior year Rs. 24.75 crore) and total interestincome of Rs. 1.15 crore (prior year Rs. 2.35 crore).

Transfer to Reserves / Dividend

In view of the loss suffered by the Company your Directors are constrained not torecommend any dividend for the year under review.

Further no amount has been transferred to the General Reserve. However an addition ofRs. 86.77 lac to the General Reserve has been made during the year under review because ofdeduction of the like amount from Revaluation Reserve being the amount withdrawn onaccount of depreciation on the increased amount of assets due to revaluation that hasbeen credited to the General Reserve based on the guidance provided by "ApplicationGuide on the Provisions of Schedule II to the Companies Act 2013" issued by theInstitute of Chartered Accountants of India.

Material changes and commitments affecting the financial position of the Company

Your Directors would like to inform that no material changes and commitments haveoccurred between the end of the financial year under review and the date of this reportthat may adversely affect the financial position of the Company.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

During the year under review or between the end of that financial year and the date ofthis report no significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and future operations of the Company.

Consolidated Financial Statements

In accordance with the provisions of Section 129 of the Companies Act 2013 (the Act)your directors have presented the stand-alone financial statements of the Company andconsolidated financial statements comprising financials of the Company and itssubsidiaries as part of this Annual Report.

In accordance with the provisions of Section 136 of the Act individual balance sheetstatement of profit & loss report of Board of Directors and report of Auditors ofeach of the subsidiaries are open for inspection by the shareholders at the registeredoffice of the Company copies of which may be furnished if desired by any shareholder.

Foreign Exchange Receipts

The Company’s earnings in foreign exchange for the year under review amounted toRs. 127.06 crore as compared to Rs. 126.11 crore during the prior year.


There is no change in the Company’s capital structure since the last report.

During the year under review the Company has neither issued equity shares withdifferential rights as to dividend voting or otherwise nor has it issued shares to itsemployees under any scheme (including sweat equity shares).

Un-claimed Shares

In terms of Para F of Schedule V to the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (the Listing Regulations) the details of Un-claimedShares are as under:

Status No. of holders whose shares are marked as un-claimed No. of shares marked as unclaimed
A. Status of un-claimed shares at the beginning of the year i.e. 1st April 2015 848 69629
B. No. of claims received by the Company during the year under review for release of shares 17 2874
C. No. of claims settled and shares released to the rightful claimants during the year under review 14 1804
Balance un-claimed shares as at the end of the year i.e. 31st March 2016 (A-C) 834 67825

Note: The status of claims received which are pending for want of proper documents /supports from the investors:

Status of Pending Claims No. of claims No. of shares relating to such claims
Claims received up to 3T' March 2015 but pending as on 3T' March 2016 17 1515
Claims received between 1st April 2015 and 31s1 March 2016 but pending as on 31st March 2016 3 1070
Total pending claims as on 31st March 2016 20 2585
Add: Claims received between 1st April 2016 to date 3 1937
Less: Claims settled between 1st April 2016 to date 1* 70
Claims pending as of date 22 4452

*Claim received during financial year 2015-16

The aforesaid un-claimed shares are held in a separate demat account entitled"Asian Hotels (North) Limited - Un-claimed Suspense Account" maintained withKarvy Stock Broking Limited. The voting rights on these shares shall remain frozen tillthe shares are claimed by and released to the rightful owners.


The Company is controlled by the Jatia Group comprising inter-alia Mr. Shiv KumarJatia Mr. Amritesh Jatia and in turn the companies controlled by them namely FinelineHoldings Ltd. Mauritius Yans Enterprises (H.K.) Ltd. Mauritius and Asian Holdings Pvt.Ltd. Such persons directly or indirectly own and control various operating companies ofthe Jatia Group viz. Asian Hotels (North) Limited and Leading Hotels Limited. All the saidconstituents singularly and collectively including the operating companies comprise theJatia Group. Some of the said constituents exercise control over the Company as directorsand / or shareholders.


Your Company holds 100% equity as well as preference capital in Fineline Hospitalityand Consultancy Pte. Ltd. Mauritius (FHCPL). FHCPL holds 80% equity stake in Lexon HotelVentures Ltd. Mauritius (Lexon) and Lexon in turn holds 99.76% equity stake in LeadingHotels Limited (Leading) an Indian subsidiary.

Thus FHCPL has 79.81% economic interest in Leading.

Leading is developing an all villa hotel complex including residential villas and an18 hole 72 par championship golf course in Goa for which it has acquired substantialparcels of land. Leading has already obtained all permissions/approvals from variousgovernment authorities and the work has started at the site. The said project will beunder the management of Four Seasons a world famed hotel chain and Hospitality ManagementCompany.

Petitions have been filed against the grant of Environmental and Coastal RegulationZone clearances to the aforesaid project at Goa with the National Green Tribunal whichare being contested by Leading. Your Directors are confident of Leading being able tosuccessfully get the petitions quashed and retain the said clearances which are essentialfor the completion of its projects.

Further several legal disputes including a Public Interest Litigation have beeninitiated by the owners and / or tenants of the land acquired by Leading for the aforesaidproject at Goa and others over the Leading’s rights process of acquisition of landand compliance with the provisions of Tenancy Act which are pending adjudication atvarious forums including at District and High Courts. Based on the legal advice andoutcome of similar cases in the past your Directors are hopeful of favorable outcome anddo not foresee them to have any material impact on the progress of the said project.

During the year under review no company became a subsidiary or joint venture orassociate of the Company. However subsequent to the sale of Kolkata land in July 2015the Company’s entire shareholding in Newtown Hospitality Private Limited wasdivested and accordingly it ceased to be a subsidiary with effect from 27th July 2015.Besides no other company ceased to be a subsidiary or joint venture or associate duringthe year under review.

Performance and financial position of the subsidiaries

For performance and financial position of individual subsidiaries the members mayrefer to the Statement containing salient features of the financial statements ofCompany’s subsidiaries in Form AOC-1 pursuant to Section 129(3) of the Act read withRule 5 of the Companies (Accounts) Rules 2015 annexed to the financial statements.


M/s. Dhirubhai Shah & Doshi Chartered Accountants Ahmedabad (Firm RegistrationNo.- 102511W) were appointed as the statutory auditors of the Company in the previousannual general meeting to hold office from the conclusion of the 34th Annual GeneralMeeting till the conclusion of the 39th Annual General Meeting of the Company. Beingeligible they have offered themselves for ratification of their appointment andaccordingly an appropriate resolution is proposed at Item No. 4 of the Notice conveningthe ensuing annual general meeting for ratification of their appointment to hold officefrom the conclusion of this annual general meeting to the conclusion of the 39th AnnualGeneral Meeting.

Internal Financial Controls over Financial Reporting

The Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March 2016 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

In the opinion of the Statutory Auditors of the Company as expressed by them in theirreport dated 27th May 2016 the Company has adequate internal control systems forfinancial reporting as at 31st March 2016.


During the year under review M/s. S. S. Kothari Mehta & Co. CharteredAccountants New Delhi the internal auditors of the Company conducted periodic audits ofthe Company. The Sub-Committee on Internal Audit reviews the detailed Internal Auditreports submitted by the Internal Auditors and reports its findings / observations to theAudit Committee which in turn takes stock of the actions taken on the observations of andrecommendations made by the Internal Auditors.

Your Directors are confident that there are adequate internal control systems andprocedures which are being followed and complied with.


M/s. Chandrasekaran Associates Company Secretaries the Secretarial Auditors of theCompany in their report for the financial year ended 31st March 2016 have made theobservation that there was a delay in repayment of certain installments of loans includinginterest amounts thereon to three banks namely DBS Bank Ltd. IDBI Bank Ltd. and Bank ofMaharashtra. The disclosures made in the Notes to the Financial Statements are selfexplanatory in this regard.

The Secretarial Auditors Report is annexed as Annexure ‘A’ and formspart of this Report.

In compliance with Section 204 of the Act the Company has re-appointed M/s.Chandrasekaran Associates Company Secretaries as Secretarial Auditors for the financialyear 2016-17.


With the introduction of the Companies Act 2013 the Articles of Association of theCompany were amended in the 34th Annual General Meeting to bring these in line with theprovisions of the Act. However in the process certain discrepancies and typographicalmistakes had occurred inadvertently. In view of the above and further to incorporate theprovisions of the newly introduced SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 it was considered appropriate to adopt a fresh set of Articles ofAssociation and accordingly an appropriate special resolution is proposed at Item No. 5of the Notice convening the ensuing annual general meeting.

The proposed Articles of Association have been uploaded on the Company’s websiteand may be viewed thereat.


Mr. Amritesh Jatia retires by rotation at the ensuing annual general meeting and beingeligible offers himself for re-appointment.

Dr. Lalit Bhasin Mr. Dinesh Chandra Kothari Mr. Gautam Ramanlal Divan and Mr. PriyaShankar Dasgupta the independent non-executive directors were appointed pursuant toSection 149 of the Act for a term of five years from the conclusion of the 33rd AnnualGeneral Meeting held on 30th September 2014 and hold office up to the 38th Annual GeneralMeeting or 29th September 2019 whichever is earlier. In terms of Clause VIII(2) ofSchedule IV to the Act the Board in its meeting held on 27th May 2016 evaluated theperformance of the independent directors in terms of the criteria set out in theNomination Remuneration and Evaluation Policy and finding their performance to besatisfactory decided to continue with their respective terms.

During the year under review Mrs. Archana Jatia resigned from the office of directoreffective 17th April 2015. However the vacancy so caused was filled up in the firstBoard meeting held after her resignation i.e. on 28th May 2015 when Ms. Anita Thaparwas appointed as an additional director and was designated as Executive Director -Administration & Corporate Co-ordination liable to retire by rotation; and the saidappointment was approved by the shareholders in the previous annual general meeting.

In the 34th Annual General Meeting held on 21st September 2015 Mr. Shiv Kumar Jatiawas re-appointed as the Managing Director of the Company for a further term beginning 10thApril 2016 to 31st March 2019 not liable to retire by rotation.

Based on the recommendations of the Nomination and Remuneration Committee the Board inits meeting held on 27th May 2016 appointed Mr. Pinaki Misra as an Additional Directorin the capacity of an independent non-executive director in pursuance of Section 161(1)read with Section 149(6) of the Act. Further subject to the approval of the shareholdersin this annual general meeting the Board also appointed Mr. Pinaki Misra as anIndependent Director for a term of five consecutive years from 27th May 2016 to 26th May2021 in pursuance of provisions of Sections 149 152 and other applicable provisions ifany of the Act and rules made there-under read with Schedule IV to the Act as amendedor re-stated from time to time. The Company has also received a notice under Section 160of the Act from a member proposing his candidature for the office of director andaccordingly an appropriate resolution is proposed at Item No. 6 of the Notice conveningthe ensuing annual general meeting.

All the above proposals have been duly approved and consented to by the Nomination andRemuneration Committee and the Board of Directors of the Company.

Neither the Managing Director nor the whole-time director of the Company receives anyremuneration or commission from any of the Company’s subsidiaries.

Further during the year under review Mr. Jyoti Subarwal President - Finance &Operations the Chief Financial Officer of the Company superannuated on 15th September2015. The Board places on record its sincere appreciation of the services rendered by Mr.Jyoti Subarwal.

On the basis of the recommendations of the Nomination and Remuneration Committee theBoard in its meeting held on 21st September 2015 appointed Mr. Prakash Chandra SharmaVice President - Corporate Finance as the Chief Financial Officer of the Company pursuantto Section 203 of the Act.


Pursuant to Section 134(5) of the Act your Directors confirm as under:

- that in the preparation of the annual accounts for the year ended 31st March 2016the applicable Accounting Standards have been followed along with proper explanationrelating to material departures if any;

-that the Directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year under review and of the loss of the Company for that year;

- that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

- that the Directors have prepared the annual accounts on a going concern basis;

- that the Directors have laid down internal financial controls that are being followedby the Company and that such internal financial controls are adequate and are operatingeffectively; and

- that the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems are adequate and are operatingeffectively.

Significant accounting policies followed by the Company and the required disclosuresare detailed in the Notes to the Financial Statements.


The information required in terms of Section 134 of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 pertaining to the conservation of energy technologyabsorption and foreign exchange earnings and outgo to the extent possible in the opinionof your Directors and forming part of this Report is given in Annexure ‘B’.


The information pursuant to Section 197(12) of the Act read with Rule 5(1) and Rules5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of directors key managerial personnel and employees of theCompany is given in Annexure ‘C’ and Annexure ‘D’ respectivelyand form part of this report.


Pursuant to the provisions of the Listing Regulations the Corporate Governance Reporttogether with the Auditors’ Certificate thereon is annexed hereto as Annexure‘E’ and Annexure ‘F’ respectively.

Details of various components of remuneration and other disclosures pursuant to ClauseIV of Para (B) of Section II of Part II of Schedule V to the Act are given on page no. 21of the Corporate Governance Report appended hereto as Annexure ‘E’.


Pursuant to Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 the Company has constituted the Corporate SocialResponsibility (CSR) Committee of the Board of Directors which comprises of four membersviz. Mr. Shiv Kumar Jatia Managing Director who chairs the Committee meetings; and Dr.Lalit Bhasin Mr. Dinesh Chandra Kothari and Mr. Gautam Ramanlal Divan IndependentNon-Executive Directors. The CSR policy as recommended by the CSR Committee and approvedby the Board of Directors is enclosed as Annexure ‘G’ in pursuance ofSection 134(3)(o) of the Act and forms part of this Report. Further the Annual Report onCSR activities in pursuance of Rule 8 of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 describing inter-alia the initiatives taken by the Company inimplementation of its CSR Policy is enclosed as Annexure ‘H’ and formspart of this Report.


The Company’s Board is conscious of the need to periodically undertake the riskassessment and minimization procedures there-for. Subsequent to the year under review theBoard in its meeting held on 13th May 2016 had approved and adopted a ‘RiskAnalysis Report as of 31st March 2016’ delineating the mitigating factors in respectof various risk factors identified therein. Further in its meeting held on 27th May2016 the Board noted that the Company has adequate ‘Risk Assessment and MinimizationProcedures’ in place and that these are working effectively.


During the year under review seven Board meetings were held details of which aregiven in the Corporate Governance Report annexed to this Report as Annexure‘E’.


The Company has in place a ‘Whistle Blower Policy’ wherein all employees anddirectors of the Company are eligible to make protected disclosures to the competentauthority i.e. the Chairman of the Audit Committee with respect to any improper activityconcerning the Company. The policy provides for direct access to the Chairman AuditCommittee. During the year under review neither any case was reported under the WhistleBlower Policy nor was anyone denied access to the said competent authority or the AuditCommittee.


Extract of Annual Return of the Company in the prescribed Form MGT-9 is annexed to thisReport as Annexure ‘I’.


The Board of Directors of the Company has in place an evaluation criteria forassessment of its own performance that of the committees of the Board and the individualdirectors. The Board in its meeting held on 27th May 2016 has discussed its overallperformance on the parameters as laid down in the Nomination Remuneration and EvaluationPolicy and concluded that the Board and its Committees have been performing well asefficient units. The details of the evaluation criteria are enumerated in the NominationRemuneration and Evaluation Policy which is annexed as Annexure ‘J’ andforms part of this Report.


The independent non-executive directors of the Company namely Dr. Lalit Bhasin Mr.Dinesh Chandra Kothari Mr. Priya Shankar Dasgupta and Mr. Gautam Ramanlal Divan havegiven declaration describing that they continue to conform to the criteria set out for anindependent director under Section 149(6) of the Act read with the relevant regulations ofthe Listing Regulations and such declarations were taken on record by the Board in itsfirst meeting held during the financial year 2016-17.

Further such declaration was also received from Mr. Pinaki Misra and was taken onrecord by the Board while approving his appointment as an independent non-executivedirector in its meeting held on 27th May 2016.


All contracts arrangements or transactions entered in to by the Company during thefinancial year 2015-16 were in the ordinary course of business and were at an arm'slength basis. During the year under review the Company had not entered into any contractarrangement or transaction with related parties which could be considered material inaccordance with the Company’s policy on materiality of related party transactionsread with the provisions of the Listing Regulations.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act as applicable are provided in the Notes to the financial statements.


The Nomination Remuneration and Evaluation Policy as approved and adopted by theNomination and Remuneration Committee and the Board of Directors of the Companyenumerating the criteria laid down for nomination / selection appointment evaluation andremuneration of the directors and key managerial personnel; and determiningqualifications positive attributes and independence of directors and / or key managerialpersonnel is annexed as Annexure ‘J’ and forms part of this Report.


The details of composition of the Audit Committee its terms of reference and meetingsheld during the year under review forms part of the Corporate Governance Report annexedto this Report as Annexure ‘E’.

Further your Directors would like to inform that all the recommendations made by theAudit Committee during the year under review were duly accepted by the Board.


During the year under review there has been no change in the nature of business of theCompany.


During the year under review the Company has not accepted deposits covered underChapter V of the Act.


The equity shares of the Company are listed on The National Stock Exchange of IndiaLimited and BSE Limited. Further your Directors would like to inform that the Company haspaid up to date Annual Listing Fees to the respective Stock exchanges.


Pursuant to Para B of Schedule V to the Listing Regulations the Management Discussionand Analysis Report is given below:

Industry Structure & Developments and Opportunities & Outlook

According to a Ministry of Tourism report (World Travel & Tourism Council’sEconomic Impact 2015) foreign tourist arrival in India increased at a compound annualgrowth rate of 7.1% during the calendar years 2005-2015. Further it is expected that bythe year 2025 foreign tourist arrival in India would reach 15.3 million. With theGovernment of India further de-regulating / relaxing FDI norms in a host of industriesespecially the defence sector and with stronger bilateral trade the internationalbusiness travel and delegation business into New Delhi is expected to see a gradualincrease.

According to World Bank - India Development Update India’s economic growth isexpected to rise to 7.9% and 8% respectively during the financial years 2016-17 and2017-18. With a steady increase in the upper middle class even the domestic tourist isincreasingly upgrading its hotel preferences and this trend is also contributing to theincreasing demand in five-star hotel segment.

Threats Risks and Concerns

Even though there is growth in demand the additional supply of rooms in the NCRRegion especially in Aerocity area do pose a threat to both base occupancy levels andaverage room rates.

Review of Operational and Financial Performance

The Company achieved aggregate revenue of Rs. 240.74 crore from operations for the yearended 31st March 2016. The said revenue in the prior year was Rs. 232.49 crore. Detaileddiscussions are given under ‘Financial Results & the State of Company’sAffairs’ hereinabove.

Segment wise performance

During the year under review your Company operated an integrated hotel business atonly one location i.e. New Delhi. Power generation the other business segment beingpursued by the Company is governed by a different set of risks and returns. Your Companyhas two Wind Turbine Generators (WTGs) operating in Maharashtra but the quantum of assetsas well as revenue generated was not significant enough for reporting in terms of theapplicable Accounting Standard.

Internal Control Systems including Financial Controls and their adequacy

The Company has standard operating procedures for each operational area. It has inplace adequate reporting systems in respect of financial performance operationalefficiencies and reporting with respect to compliance of various statutory and regulatorymatters. As detailed above the Internal Auditors have regularly conducted exhaustiveinternal audits pertaining to different operational areas and their reports wereperiodically placed before the Sub-Committee on Internal Audit which reported itsfindings / observations to the Audit Committee. The Audit Committee takes stock of theactions taken on the observations of and recommendations made by the Internal Auditors.

The Company has in place adequate internal controls and systems including internalfinancial control over financial reporting.

Human Resources and Industrial Relations

An organization’s success depends largely on its human resources its managementand good industrial relations. Your Company has always viewed human resource developmentas a critical activity for achieving its business goals.

The Company has in place a Policy against Sexual Harassment and has also formed anInternal Complaints Committee as per the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Act 2013.

During the year under review there was no case filed pursuant to the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

The Company enjoys harmonious relationship with its employees. The Company had 628employees on its rolls as on 31st March 2016.


Your Directors place on record their sincere appreciation and gratitude to theCompany’s valued customers the Government of India State Government of Delhi andthe Financial Institutions and Banks for their continued support and confidence in theCompany.

Your Directors also place on record their sincere gratitude to Hyatt International fortheir co-operation and guidance.

Your Directors also commend the sincere efforts put in by the employees at all levelsfor the growth of the Company.

For and on behalf of the Board
Place: New Delhi Shiv Kumar Jatia
Dated: 8th August 2016 Chairman & Managing Director