Your Directors have pleasure in presenting the 10th Annual Report and Audited Accountsfor the Financial Year ended on March 31 2017.
OBJECTS OPERATIONS AND FINANCIAL RESULTS
A summarized position of the revenue profits taxation dividend pay-out and earningsper share for the year under review on standalone basis is given below:
(Rs in Crores)
|Particulars ||2016-17 ||2015-16 |
|Total Revenue ||140.93 ||135.91 |
|Profit Before Tax ||(6.22) ||(6.73) |
|Provision for Taxation || || |
|- Current Tax ||0.34 || |
|- Earlier year Tax ||(0.01) ||(0.31) |
|- Deferred Tax Charge (Credit) ||(2.51) ||(2.54) |
|Profit After Tax ||(4.05) ||(3.87) |
|Transfer to General Reserve ||- ||- |
|Proposed Dividend on Equity Shares ||1.14 ||1.14 |
|Corporate Dividend Tax ||0.23 ||0.23 |
|Earnings Per Share - Basic (Rupees) ||(3.53) ||(3.38) |
|Earnings Per Share - Diluted (Rupees) ||(3.53) ||(3.38) |
REVIEW OF OPERATIONS
The Gross Revenue of the Company for the financial year under review was Rs. 140.93Crores as against Rs. 135.91 Crores for the previous financial year ended on March 312016. The profit before tax (after interest and depreciation) was Rs. (6.22) Crores andprofit after tax was Rs. (4.05) Crores for the financial year ended on March 31 2017 asagainst Rs. (6.73) crores and Rs. (3.87) Crores respectively for the previous year endedon March 31 2016.
With the growth in the economy and steps taken by the present Government for promotingthe tourism the Company aims to do better both in terms of profitability in the times tocome and Company is focusing on retaining market share in highly competitive Hotel Marketaround Hyatt Regency Mumbai and J. W. Marriott at New Delhi Aerocity HospitalityDistrict Near IGI Airport developed under its subsidiary M/s Aria Hotels and ConsultancyServices Private Limited.
The Board has recommended for approval of shareholders a dividend of 10 % (amountingto Rs. 1/- per Share) (Previous period dividend @ 10%) for the Financial Year ended March312017 to be paid on 11458303 Equity Shares of the Company aggregating a distributionof Rs. 1.14 Crores (Previous period year Rs. 1.14 Crores).
CONSOLIDATED FINANCIAL STATEMENTS
As required by regulation 33 of the Listing Regulations the Audited ConsolidatedFinancial Statements together with the Auditors Report thereon are annexed and formpart of this Annual Report.
On consolidated basis the turnover of the Company for the Financial Year under reviewwas Rs. 371.61 crores as against Rs. 323.81 crores in the previous financial year. Theprofit after tax (PAT) was Rs. (28.15) crores as against Rs. (50.57) crores in theprevious year ended on March 312016.
Your Company has prepared Consolidated Financial Statements in accordance with theapplicable Accounting Standards. The Consolidated Financial Statements reflect the resultsof the Company and that of its subsidiary company. Pursuant to Section 129(3) of theCompanies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014 thestatement containing salient features of the financial statements of the CompanysSubsidiary are prepared in form AOC-1 which is annexed as Annexure 1 herewith and forms apart of this report.
As on date your Company has one subsidiary company - Aria Hotels and ConsultancyServices Private Limited (Aria). ARIAs 523 rooms 5-Star deluxe hotel under the brandJ. W. Marriott at New Delhi Aerocity Hospitality District Near IGI Airport New Delhiwhich commenced operations in October 2013 is fully operational. The hotel is beingreceived well by the customers with better occupancy levels and it has made a mark throughits unique food and beverage operations.
During April 2016 the Company has entered into facility arrangement with Yes BankLimited (YBL) for its entire banking and borrowing facilities (except additional Term Loanfacility from PTC against Solar plant). The Company was sanctioned borrowing facilitiesaggregating to Rs. 215 Crores from the YBL (Term Loan of Rs. 200 Crores OverdraftFacility of Rs. 10 crores and Non-fund LC/ BG facility of Rs 5 Crores). The outstandingdebt as on March 312017 was Rs. 201.87 Crore.
The above borrowings are within the powers of the Board of Directors of the Companyapproved by the shareholders of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the requirement of the Companies Act 2013 and pursuant to theArticles of Association of the Company Mr. Sunil Vasant Diwakar Director of the Companyis liable to retire by rotation at the forthcoming Annual General Meeting and beingeligible offers himself for re-appointment. The Board of Directors recommends hisre-appointment.
The Company has received necessary declaration from each Independent Director of theCompany under Section 149 (7) of the Companies Act 2013 stating that they meet criteriaof Independence as laid down in Section 149 (6) of the Companies Act 2013.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURE
In terms of the provisions of Section 197(12) of the Companies Act 2013 read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 a statement showing the names and other particulars of theemployees drawing remuneration in excess of the limits set out in the said Rules areprovided in the Annexure 2 forming part of the Annual Report.
Disclosures 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 provided in the Annexure 3 formingpart of the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis as required under regulation 34 of the ListingRegulations is annexed as Annexure 4 herewith and forms a part of this report.
Your Company is committed to high standards of the corporate ethics professionalismand transparency. More than half of the Board is composed of independent directors. YourCompany is in compliance with the governance requirements provided under the CompaniesAct 2013 and Listing Regulations. Your Company has in place all the Committees requiredunder the applicable law.
As required by regulation 34 of the Listing Regulations with the Stock Exchanges aReport on Corporate Governance for the Financial Year 2016-17 along with PracticingCompany Secretary Certificate on Corporate Governance is annexed as Annexure 5 herewithand forms a part of this report.
COMPLIANCE UNDER COMPANIES ACT 2013
Pursuant to Section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 your Company complied with the compliance requirements and the detail ofcompliances under Companies Act 2013 are enumerated below:
Extract of Annual Return
As per the provisions of section 92(3) of the Companies Act 2013 an extract of theannual return in Form No MGT 9 of the Companies (Management and Administration) Rules2014 is annexed as Annexure 6 herewith and forms a part of this report.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act 2013 the Directors based on therepresentations received from the management confirms that:
a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Auditors & Auditors Report
M/s S. S. Kothari Mehta & Co. Chartered Accountants were appointed in compliancewith provisions of the Companies Act 2013 read with the rules made thereunder in the 7thAGM of the Company for period of 3 years upto conclusion of 10th AGM of the Company.
The Auditors Report is unqualified. The notes to the Accounts referred to in theAuditors Report are self-explanatory and therefore do not call for any furtherclarifications under Section 134 of the Companies Act 2013.
The Board in its meeting dated 05th June 2017 has appointed M/s S R Batliboi & CoLLP Chartered Accountants subject to the approval of the shareholders of the Company asStatutory Auditors of the Company for a period of 5 years w.e.f conclusion of 10th AGM ofthe Company till the conclusion of 15th AGM of the Company.
M/s Grant Thornton India LLP Chartered Accountants the internal auditors of theCompany have conducted periodic audit of all operations of the Company. The AuditCommittee of the Board of Directors has reviewed the findings of Internal Auditorsregularly and their reports have been well received by the Audit Committee.
Pursuant to provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s PI & Associates Company Secretairies to undertake the Secretarial Auditof the Company for the Financial Year ended March 312017. The Secretarial Audit Report(in Form MR-3) is annexed as Annexure 7 hereto and forms a part of this report.
Further there is no qualification reservation or adverse remark or disclaimer in theSecretarial Audit Report and hence any explanation or comment is not required by theBoard.
Particulars of Loan Guarantees or Investment under section 186 of the CompaniesAct 2013
Details of loans guarantees and investments covered under the provisions of Section186 of the Companies Act 2013 are given in Note No 42 to the financial statements.
Related Party Transactions
In line with the requirements of the Companies Act 2013 and Listing Regulations yourCompany has formulated a Policy on Related Party Transactions which is also available onCompanys website at www.asianhotelswest.com/policies. The Policy intends to ensurethat proper reporting approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties.
All transactions entered by the Company with Related Parties were in ordinary course ofbusiness and at arms length basis. The Audit Committee granted omnibus approval forthe transactions (which are repetitive in nature) and the same was reviewed by the AuditCommittee and Board of Directors.
There was one materially significant transaction with related parties during theFinancial Year 2016-17 and none of the transactions with any of related parties were inconflict with the Companys interest.
Particulars of contracts/ arrangements with related parties as referred to insub-section (1) of section 188 of the Companies Act 2013 are given in Form AOC 2 and thesame is annexed as Annexure 8 hereto and forms a part of this report.
Suitable disclosure as required under AS-18 has been made in Notes to the FinancialStatements.
Material Changes and commitments affecting the Financial Position of the Companywhich have occurred between March 31st 2017 and June 5th 2017 (date of report)
A matter in relation to the exit option of the IL&FS Trust CompanyLimited Mumbai and IIRF India Realty XVI Limited Mauritius from M/sAria Hotels and Consultancy Services Pvt. Ltd. (ARIA Subsidiary of the Company) andconversion of Compulsorily Convertible Preference Shares held by them and the Company inARIA is pending before the Arbitration Tribunal.
Conservation of Energy Technology Absorption Foreign Exchange Earnings &Outgo
Information required under Section 134 (3)(m) of the Companies Act 2013 read with Rule8 of the Companies (Accounts) Rules 2014 pertaining to the conservation of energytechnology absorption foreign exchange earnings and outgo are to the extent possible isfurnished in the Annexure 9 hereto and forms a part of this report.
Risk Management Policy
Pursuant to section 134 (3)(n) of the Companies Act 2013 & regulation 17 of theListing Regulations the Company has constituted a Risk Management Committee.
As part of the risk assessment and minimization procedures the Company had identifiedcertain risk areas with regard to the operations of the Company and initiated stepswherever possible for risk minimization. The Companys Board is conscious of theneed to review the risk assessment and minimization procedures on regular intervals.During the year under review the Company has not received any order passed by theregulators/ courts/ tribunals which impacted the going concern status and Companysoperation in future.
Corporate Social Responsibility (CSR) Policy
We believe that CSR means much more than merely responding to social responsibility. Weunderstand the mutual interdependence between our business and the economic social andhuman environment that surrounds us.
An essential component to the Companys Corporate Social Responsibility is to carefor the community. The Company endeavors to make a positive contribution towards varioussocial causes by supporting a wide range of socio-economic initiatives engaging insocially responsible employee relations and making a commitment to the community aroundit.
During the year the provisions of section 135(5) of Companies Act 2013 doesntapply on the Company. However during the year the Company has spent Rs. 5 Lacs on CSRactivities out of the un-spent amount of previous years (amounting to Rs. 10.70Lacs) as per the CSR policy of the Company. The residual amount shall be spent as per theCSR policy in FY 2017-18.
The Annual Report on CSR activities is annexed herewith as Annexure 10. The Company hasdisclosed its CSR policy at website of our Company. The link of the said policy iswww.asianhotelswest.com/policies.
During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
Internal Control System and their Adequacy
The Company has standard operating procedures. It has in place adequate reportingsystems in respect of financial performance operational efficiencies and reporting withrespect to compliance of various statutory and regulatory matters. The auditors of theCompany had regularly conducted exhaustive audits pertaining to all operational areas andtheir reports were placed before the Audit Committee for its review and recommendations.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177(9) of the Companies Act 2013 read with Rule 7 of the Companies(Meetings of Board and its Powers) Rules 2014 and regulation 22 of the ListingRegulations the Company has established a vigil mechanism for its directors and employeesto report their genuine concerns/ grievances. The mechanism also provides for adequatesafeguards against victimization of persons who use such mechanism and makes provisionsfor direct access to the Audit Committee Chairman.
Your Company hereby affirms that no Director/ employee have been denied access to theChairman of the Audit Committee and that no complaints were received during the year.
The details of the said mechanism are posted on the Companys websitewww.asianhotelswest.com/policies.
Electronic copies of the Annual Report and notice of the 10th AGM are sent to all themembers whose email address are registered with the Company /Depository Participant(s).For members who have not registered their email addresses physical copies of the AnnualReport and the notice of 10th AGM are sent in the permitted mode. Members requiringphysical copies can send a request to the Company Secretary.
The Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in Notice. The instructions for e-votingare provided in the Notice.
PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance policy against sexual harassment defined as anyunwelcome sexually determined behavior. As per the requirement of The Sexual Harassment ofWomen at Workplace (Prevention Prohibition & Redressal) Act 2013 (Act)and Rules made there under the Company has constituted Internal Complaints Committees(ICC) for its registered office New Delhi and for Hotel Hyatt Regency Mumbai. Ms.Mandavi Sharma is the presiding officer for New Delhi office and Ms. Shilpi Sinha is thepresiding officer for Hyatt Regency Mumbai.
During the Financial Year 2016-17 NIL complaints with allegations of any kind ofsexual harassment were filed with the Company. ACKNOWLEDGEMENT AND APPRECIATION
Your Directors would like to express its sincere appreciation and gratitude to theCompanys valued customers the Government of India State Governments variousFinancial Institution(s) and Banks for their continued support and confidence in theCompany. The Board would also like to place on record its deep sense of appreciation forthe continued confidence reposed in the Company by the Shareholders as well as the sincereefforts put in by the executives and staff at all levels for progress of the Company.
| ||For and on behalf of the Board of |
| ||Asian hotels (West) Limited |
|Place : New Delhi ||Sushil Kumar Gupta |
|Dated : June 5 2017 ||Chairman and Managing Director |
| ||(DIN - 00006165) |