Your Directors have pleasure in presenting the 9th Annual Report and Audited Accountsfor the Financial Year ended on 31st March 2016.
OBJECTS OPERATIONS AND FINANCIAL RESULTS
A summarized position of the revenue profit taxation dividend pay-out and earningsper share for the year under review on standalone basis is given below:
| || ||(Rupees in Crores) |
|Particulars ||2015-16 ||2014-15 |
|Total Revenue ||135.91 ||136.34 |
|Profit Before Tax ||(6.73) ||(3.22) |
|Provision for Taxation || || |
|- Current Tax ||- ||0.30 |
|- Earlier year Tax ||(0.31) ||- |
|- Deferred Tax Charge (Credit) ||(2.54) ||(1.38) |
|Profit After Tax ||(3.87) ||(2.13) |
|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) ||(3.38) ||(186) |
|Earnings Per Share - Diluted (Rupees) ||(3.38) ||(1.86) |
REVIEW OF OPERATIONS
The Gross Revenue of the Company for the financial year under review was Rs. 135.91Crores as against Rs. 136.34 Crores for the previous financial year ended on 31st March2015. The profit before tax was Rs. (6.73) Crores and profit after tax was Rs. (3.87)Crores for the financial year ended on 31st March 2016 as against Rs. (3.22) crores andRs. (2.13) Crores respectively for the previous year ended on 31st March 2015.
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. Our subsidiarys collaborator - Marriott InternationalInc. have recently acquired "Starwood Hotels & Resorts Worldwide Inc." oneof the leading hotels and leisure companies in the world. With this acquisition MarriottInternational Inc. is the biggest hotel chain of the world having 1.1 million rooms andthis will further strengthen its presence and market penetration which will boostsubsidiaries revenues.
The Board has recommended for approval of shareholders a dividend of 10% (amounting toRs. 1/- per Share) (Previous period dividend @ 10%) for the Financial Year ended 31stMarch 2016 to be paid on 11458303 Equity Shares of the Company aggregating adistribution of 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. 323.81 crores as against Rs. 277.07 crores in the previous financial year. TheProfit after Tax (PAT) was Rs. (61.08) crores as against Rs. (86.64) crores in theprevious financial year ended on 31st March 2015.
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 after receiving all thenecessary clearances. The hotel is being received well by the customers with betteroccupancy levels and it has made a mark through its unique food and beverage operations.
Company had facility arrangement with Kotak Mahindra Bank Limited and Kotak MahindraPrime Limited. (Collectively referred to as Kotak Group). The outstanding debt as on 31stMarch 2016 was Rs. 158.69 Crores.
During the Year Company had been sanctioned additional Term Loan facility from PTCIndia Financial Services Ltd. (PTC) amounting Rs. 5.85 Crores outstanding amount as on31st March 2016 was Rs.5 Crores.
However during April 2016 the Company has entered into facility arrangement with YesBank Limited (YBL) for its entire banking and borrowing facilities (except additional TermLoan facility from PTC). The Company was sanctioned borrowing facilities aggregating toRs. 215 Crores from the YBL (Term Loan of Rs. 200 Crores Overdraft Facility of Rs. 10crores and Non-fund LC/ BG facility of Rs 5 Crores).
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. Sushil Kumar Gupta Chairman and ManagingDirector of the Company is liable to retire by rotation at the forthcoming Annual GeneralMeeting and being eligible offers himself for re-appointment. The Board of Directorsrecommends his re-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.
During the year Mr. Nikhil Sethi ceased to be Company Secretary of the Company. Mr.Vivek Jain appointed as Company Secretary w.e.f. 14th November 2015.
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 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 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 2015-16 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 Companysubject to ratification of their appointment at every AGM.
Accordingly necessary resolution is being proposed before the shareholders for theirratification/re-appointment as statutory auditors of the Company at the 9th AGM.
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.
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 D.S. Associates (CP No- 7347 & Membership No- A17697) to undertake theSecretarial Audit of the Company for the Financial Year ended 31st March 2016. TheSecretarial Audit Report (in Form MR-3) is annexed as Annexure 7 hereto and forms a partof 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 were no materially significant transactions with related parties during theFinancial Year 2015-16 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 31 2016 and May 24 2016 (date of report)
There were no material changes and commitments affecting the financial position of theCompany between the end of financial year (March 312016) and the date of the Report (May24 2016) except as disclosed in the financial statements.
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
At Asian Hotel (West) Limited (AHWL) Corporate Social Responsibility has been ourconscience our way of working. It is our motto to do business at zero social cost. It isour mission to contribute to the society as a part of our corporate social responsibility.
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 CSR is to care for the community. TheCompany endeavors to make a positive contribution towards various social causes bysupporting a wide range of socio-economic initiatives engaging in socially responsibleemployee relations and making a commitment to the community around it.
During the year the budget outlay of Rs. 23.07 Lacs (Rs. 11.65 Lacs for financial year2015-16 and Rs. 11.42 Lacs unspent amount for the financial year 2014-15) has beenapproved by the Board of Directors. As per the programme the Company has startedimplementation of CSR activities. However during the year it was considered pragmatic tospend Rs. 12.37 lacs. The residual amount shall be spent as per the CSR policy.
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 internal auditorsof the Company had regularly conducted exhaustive internal audits pertaining to alloperational areas and their reports were placed before the Audit Committee for its reviewand recommendations. Further details of same are also provided in the ManagementDiscussion and Analysis Report.
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 9th AGM are being sent to allthe members whose email address are registered with the Company /DepositoryParticipant(s). For members who have not registered their email addresses physical copiesof the Annual Report and the notice of 9th AGM are being sent in the permitted mode.Members requiring physical 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. MandviSharma is the presiding officer for New Delhi office and Ms. Shilpi Sinha is the presidingofficer for Hyatt Regency Mumbai.
During the Financial Year 2015-16 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 : 24th May 2016 ||Chairman and Managing Director |
| ||(DIN - 00006165) |