Mr. P.L. Suri the Chairman & Managing Director of the Company passed away on March1 2015. He was on the Board of the Company for the period from November 16 2005 to March1 2015 and his loving compassionate nature and vision will always inspire the companyachieve a success in future.
Your Directors place on record the pleasure in presenting the 22ndAnnual Reporttogether with audited financial statements of the Company for the period ended 31st March2015.
The performance of the Company for the financial year ended 31st March 2015 issummarized below:
(Rs. in lacs)
|PARTICULARS ||Consolidated ||Stand Alone |
| ||2014-15 ||2013-14 ||2014-15 ||2013-14 |
|Income from Operations ||10665.99 ||10334.35 ||10665.99 ||10334.35 |
|Expenses ||(8131.49) ||(7484.14) ||(8130.13) ||(7467.66) |
|Depreciation ||(519.16) ||(940.03) ||(519.16) ||(939.63) |
|Profit from Operations before Finance Cost & Tax ||2015.34 ||1910.18 ||2016.69 ||1927.06 |
|Other Income ||99.44 ||86.87 ||80.68 ||86.50 |
|Profit before Interest & Tax ||2114.78 ||1997.05 ||2097.37 ||2013.56 |
|Interest / Finance Charges - Operation ||(758.67) ||(924.05) ||(758.67) ||(924.05) |
|Operating Profit before Tax ||1356.11 ||1073.00 ||1338.70 ||1089.51 |
|Interest / Finance Charges - New Hotel Projects ||(3336.49) ||(3649.34) ||(3336.49) ||(3649.34) |
|Profit (Loss) before Tax ||(1980.38) ||(2576.34) ||(1997.79) ||(2559.83) |
|Deferred Tax Asset (Liability) ||- ||749.97 ||- ||749.97 |
|Profit (Loss) after Tax ||(1980.38) ||(1826.37) ||(1979.03) ||(1809.86) |
|Share of Minority interest in Profit/Loss ||- ||(4.96) ||- ||- |
|Net Profit/(Loss) for the Year available for majority shareholders ||(1980.38) ||(1821.41) || || |
|Performance Parameter ||2014-15 ||2013-14 ||Growth (Decline) || |
|Average Daily Rate ||Rs 10213.00 ||Rs 9610.00 ||6.27% || |
|Occupancy ||73.48% ||75.00% ||(1.52)% || |
|RevPar ||Rs 7619.00 ||Rs 7230.00 ||5.38% || |
The Company's has registered a nominal growth of 3% in its income from operations ascompared to the previous year. The operating profit has grown by 26% as compared to theprevious year however due to interest and finance charges on the projects underimplementation and having a long gestation period resulted the company in incurring a losseven during the year under review. Your Directors are pleased to inform you that ParkHyatt Goa Resort & Spa continues to be considered as one of the best hotels in Goa andwas awarded the 2014 Favourite Leisure Hotel in India - Conde Nast Traveller IndiaReaders' Travel Awards 2014 Most Luxurious Spa (Resort).
Your Directors also inform that during the year the secured lender had allegedly soldthe secured asset i.e. Hotel Park Hyatt Goa under the provisions of the SARFAESI Act 2002which has been challenged by the Company before the Hon'ble High Court of Judicature atBombay. The Company has also challenged the order of the Debt Recovery Appellate Tribunalwhich had set aside the order of the Debt Recovery Tribunal which had quashed the recoveryproceedings initiated by the secured lender and all further measures undertaken therein bythe Secured lender. The Goa bench of the Hon'ble Bombay High Court has directed therespondents i.e. the secured lender and auction purchaser to maintain a "StatusQuo".The Company has also filed its counter claim against the secured lender beforethe Debt Recovery Tribunal Delhi in response to the application filed by the securedlender for recovery of debt. The ongoing litigations may have a material impact on theoperations of the Company.
The Company is also seeking a legal opinion to challenge the enforcement of thesecurity by the secured lender for the obligation of the company in respect of the buyback minimum assured return on investment on the equity contribution of Rs.8500 lacsmade by the secured lender in the subsidiary of the company Silver Resort Hotel IndiaPrivate Limited (SPV which is developing a Five Star Hotel under the brand MGM Grand atNew Delhi)
Further the trustees for the debenture holders have also initiated a recoveryproceedings and the matter is sub-judice in the Courts at Goa.
During the year under review the company has converted its 4000000 1% CumulativeRedeemable Preference Shares of the face value of Rs. 100/- each into 3883495 equityshares of the face value of Rs. 10/- each fully paid up allotted at an issue price of Rs.103/-(including premium of Rs. 93/-) to the persons belonging to the promoters group interms of the provisions of the CDR scheme thus the paid up Equity Share Capital of theCompany as on March 31 2015 increased to Rs. 5424.85 Lacs after taking all the necessaryapprovals from SEBI and Stock Exchanges.
The shares issued by Company are listed at following Stock Exchanges as on March 312015:
1. National Stock Exchange of India Limited (NSE)
2. Bombay Stock Exchange Limited (BSE)
On account of losses during the current Financial Y ear the Board of Directors do notrecommend any dividend.
During the period under review your Company has not accepted renewed or invited anypublic deposit and no amount of principal or interest was outstanding as on the BalanceSheet Date.
BOARD OF DIRECTORS VtC*
During the year under review the Company has lost its mentor when Mr. P.L. SuriChairman & Managing Director suddenly passed away on 1st of March 2015. He waskeeping healthy and was the driving force for the family and the group.
The Board of Directors in their meeting held on March 21 2015 and subject to theapproval thereof in the forthcoming General Meeting appointed Mr. Sushil Suri as theChairman and Managing Director of the Company to hold office from March 21 2015 to March20 2020. Further Mr. Ashok Kini was appointed as an Additional Director under theCategory of Independent Director and Mr. Kushal Suri was appointed as an AdditionalDirector under the category of Non Executive Director on the Board of the Company. Theabove appointments were made upon the recommendation of the Nomination and RemunerationCommittee of the Company.
Pursuant to Section 152 no Independent Director is liable to retire by rotation. Ms.Seema Joshi the Non Executive Woman Director is liable to retire by rotation at thisAnnual General Meeting and being eligible has offered for reappointment.
Clause 49 of the Listing Agreement mandates that the Board shall monitor and review theBoard evaluation framework. The Companies Act 2013 and Schedule IV of Companies Act 2013state that a formal evaluation needs to be made by the Board of its own performance andthat of its committees and individual Directors and that the performance evaluation of theIndependent Directors shall be done by the entire Board of Directors excluding theDirector being evaluated.
DECLARATION BY INDEPENDENT DIRECTOR (S) AND RE-APPOINTMENT
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence asprovided in Section 149(6) of Companies Act 2013 and Clause 49 of the Listing Agreement.
MEETINGS OF BOARD OF DIRECTORS
During the year under review the Board of Directors met 7 (seven) times to transactthe business of the Company the details of which are given in Corporate GovernanceReport. The intervening gap between any two meetings was within the period prescribed bythe Companies Act 2013.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of Executive and Independent Directorsto maintain the independence of the Board and separate its function of management andgovernance. As on March 31 2015 the Board consists of 6 members comprising a Chairmanand Managing Director two Non-Executive Directors (including one-Woman Director) andthree Independent Directors. The Nomination & Remuneration Committee periodicallyevaluates the need for change in its composition and size.
The Policy on Directors appointment and remuneration including criterion determiningthe qualifications positive attributes independence of a Director and other mattersprovided under Sub Section (3) of Section 178 of the Companies Act 2013 adopted by theBoard is available on our website www.bluecoast.in.
INDEPENDENT DIRECTORS TRAINING/ MEETING
During the year under review a separate meeting of the Independent Directors of theCompany was held on February 11 2015 without the presence of other Directors and Membersof Management. The Independent Directors reviewed the performance of Non-IndependentDirectors and the Board as a whole performance of Chairperson of the Company and assessedthe quality quantity and timelines of flow of information between the Company managementand the Board. The Company Secretary acted as a secretary to the Meeting.
To familiarize the new inductees with the strategy operations and functions of theCompany the Executive Directors/Senior Managerial Personnel make presentations to theinductees about the Company's strategies operations. Further at the time of joining theIndependent Directors are issued a formal letter of appointment outlining his/her rolefunctions duties and responsibilities as a director. The format of Letter of appointmentis available on our website www.bluecoast.in.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the information andexplanations obtained by us your Directors make the following statements in terms ofSection 134 (3) (c) of the Companies Act 2013 ("Act"):
a) in the preparation of annual accounts the applicable accounting standards have beenfollowed along with proper explanation relating to material departures whereverapplicable;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitor loss of the Company for that period;
c) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for prevention and detecting fraud and otherirregularities;
d) the annual accounts have been prepared on a going concern basis;
e) they had laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
MANAGERIAL REMUNERATION AND OTHER DISCLOSURES
The disclosures as required pursuant to Section 197 of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
a) Ratio of the remuneration of each Director to the median employee's remuneration andother details pursuant to Section 197 (12) of the Companies Act 2013 read with Rule 5(1)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Theaforesaid Disclosure is annexed and forms part of this report as ANNEXURE 'A'.
b) Detail of every employee of the Company as required pursuant to Rule 5(2) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014. Theaforesaid Disclosure is annexed and forms part of this report as ANNEXURE 'B'.
c) No Director of the Company including its Managing Director is in receipt of anycommission from the Company or its Subsidiary Companies.
AUDITORS ' hN*
i) STATUTORY AUDITORS
M. Kamal Mahajan and Co. was appointed as the Statutory Auditors of the Company by theshareholders in 21st Annual General Meeting to hold office till conclusion of 24th AnnualGeneral Meeting to be held in the year 2017.
In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every subsequent AnnualGeneral Meeting. Accordingly the appointment of M. Kamal Mahajan & Co. CharteredAccountants as the Statutory Auditors of the Company is placed for ratification by theshareholders. In this regard the Company has received a certificate from the auditors tothe effect that if their appointment were ratified it would be in accordance with Section141 of the Companies Act 2013.
ii) SECRETARIAL AUDITOR
During the year under review the Company has appointed M/s. PD and AssociatePracticing Company Secretaries (C.P No 2139) Delhi to conduct the Secretarial Audit ofthe Company as per the provisions under section 204(1) of the Companies Act 2013 and otherlaws as applicable for the financial year 2014-15. The Report in Form MR-3 is enclosed asAnnexure - 'C' to this Annual Report along with observations and clarifications therein.
EXPLANATION TO SECRETARIAL AUDIT REPORT
Regarding the Appointment of Chief Financial Officer:
The said observation is self-explanatory and needs no further clarification.
Regarding interest free loan to its subsidiaries
The Company had incorporated two wholly owned subsidiaries as special purpose vehicles(SPV) in name of Blue Coast Hospitality Limited and Golden Joy Hotel Private Limited andunder the Section 372A(8) of the erstwhile Companies Act 1956 the interest free loansgranted to the Wholly owned subsidiaries were exempt.
Hence your Directors in consultation with the Statutory Auditors deemed it fit that nointerest be charged to the earlier transactions.
iii) INTERNAL AUDITOR
During the year under review pursuant to Section 138 and any other applicableprovisions of the Companies Act 2013 M/s. KSMN & Company has been appointed as theInternal Auditors for the Financial Year 2014-15. COMMITTEES OF THE BOARD
Currently the Board has three Committees: the Audit Committee Nomination andRemuneration Committee and Stakeholder Relationship Committee .The composition of theCommittees as per the applicable provisions of the Act and Rules thereof is as follows: -
|Name of the Committee ||Composition of the Committee ||Designation |
|AUDIT COMMITTEE ||Mr. Praveen Kumar Dutt ||Chairman |
| ||Mr. Ashok Kini ||Member |
| ||Dr. V M Kaul ||Member |
| ||Ms. Seema Joshi ||Member |
|NOMINATION AND REMUNERATION COMMITTEE ||Mr. Ashok Kini ||Chairman |
| ||Mr. Praveen Kumar Dutt ||Member |
| ||Dr. V M Kaul ||Member |
|STAKEHOLDER RELATIONSHIP COMMITTEE ||Ms. Seema Joshi ||Chairman |
| ||Dr. V M Kaul ||Member |
| ||Mr. Praveen Kumar Dutt ||Member |
| ||Mr. Ashok Kini ||Member |
A detailed note on the Board and its Committees is provided under the CorporateGovernance Report Section in this Annual Report.
WHISTLE BLOWER /VIGIL MECHANISM
The Company has established a Whistle Blower Policy/Vigil Mechanism through which itsDirectors Employees and Stakeholders can report their genuine concern about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct orEthics Policy. The said policy provides for adequate safeguard against victimization andalso direct access to the higher level of superiors including Chairman of the AuditCommittee in exceptional cases. The Audit Committee reviews the same from time to time. Incompliance with Section 177 of the Act and the Listing Agreement the same is available onour website www.bluecoast.in.
The Company has in place a mechanism to inform the Board about the risk assessment andminimisation procedures and periodical review to ensure that management controls riskthrough means of a properly defined framework.
The Company has formulated and adopted Risk Management Policy to prescribe riskassessment management reporting and disclosure requirements of the Company; the same isavailable on our website www.bluecoast.in.
In terms of the provisions contained in Section 47(2) of the Companies Act 2013 thePreference Shareholders of the Company with respect to the 4150000 10% CumulativeRedeemable Preference shares of Rs.100/- each are entitled to vote on every resolutionplaced before the Company at the General Meeting. The existing Promoters/Promoters Groupholds the said preference shares and there is no change in the management/ control of theCompany.
EXPLANATION TO AUDITOR'S REPORT
On Matters of Emphasis on Statutory Auditor's Report
1. Regarding default by the Company towards debenture holders and filing of suit by thedebenture holders.
The Company has served a notice of arbitration on the debenture holders for theresolution of the dispute in relation to the pre-mature recall of the facility couponrate recovery suit filed in the court security and their alleged consent to the othersecured lender for the enforcement of the securities thereof etc. The outcome of theArbitration will have a material impact on the operations of the company in future.
2. The outcome of the verdict of the Hon'ble High Court will have a material impact onthe operations of the Company in future in respect of the alleged sale of secured assetsby the secured lender pending the writ petitions before the High Court of Judicature atBombay.
3. Regarding initiation of recovery proceedings by term lenders against AssociateCompany under SARFAESI Act 2002 where company is guarantor for securing loans.
The Associate concern has challenged the recovery proceedings initiated by the securedlender before the Debt Recovery Tribunal Chandigarh on the grounds that neither theproject implementation has been completed nor the banks have fully disbursed the loan. Theamount disbursed by the bank is comparatively very small as compared to the equity infusedby the promoters. In addition to this the value of the security is substantial to coverthe debt of the banks and Company does not anticipate or envisage any amount payable onaccount of the Corporate Guarantee obligation undertaken by it.
On Disclosures on Annexures in the Directors Report:
i) Para (ix)(a) of Annexure to Auditors Report- TDS liability of Rs. 445.50 Lacs andIncome Tax Liability of Rs. 56.58 Lacs outstanding for more than six months: -
The Company is making an arrangement to raise the alternative source of financing assurplus from the revenues of the hotel operations were suomoto offered to the secured termlender.
ii) Para (xix) of Annexure to Auditors Report - We submit that in terms of DebentureSubscription Agreement the Company has pledged its 100000000 Equity shares in SilverResort Hotel Pvt. Ltd. as Interim Security with Debenture Trustee. The entire matter issub-judice now since the secured lenders have enforced the security and the allegedconsent of the debenture holder thereof. The outcome of the verdict of the Hon'ble Courtwill have a material impact on the operations of the company in future.
SUBSIDIARIES / JOINT VENTURES / ASSOCIATES
The Company has following Subsidiaries/Associates as on March 31 2015 namely:
1. Silver Resort Hotel India Private Limited (Subsidiary Company)
2. Golden Joy Hotel Private Limited (Wholly Owned Subsidiary Company)
3. Blue Coast Hospitality Limited (Wholly Owned Subsidiary Company)&
4. Joy Hotel & Resort Private Limited (Associate Company).
The Company does not have any Joint Ventures as on March 31 2015.
During the year under review the Board reviewed the affairs of the Subsidiaries. Inaccordance with Section 129(3) of the Companies Act 2013 we have prepared ConsolidatedFinancial Statements of the Company and all its Subsidiaries which form part of theAnnual Report. Further a Statement containing the salient features of the FinancialStatements of our Subsidiaries and Associate in the prescribed form AOC -1 pursuant toSection 129 of the Companies Act 2013 read with the Rule 5 of the Companies (Accounts)Rules 2014 is annexed to this report as ANNEXURE 'D'.
In accordance with Section 136 of the Companies Act 2013 the Audited FinancialStatements including the consolidated Financial Statements and related information of theCompany and audited accounts of each of our Subsidiaries are available on our websitewww.bluecoast.inThese documents are also be available for inspection during the businesshours at the Corporate Office of the Company situated at 415-417 Antriksh Bhawan 22 K GMarg New Delhi 110001.
Your Company's operations comprise of only one segment Hotel Operations andaccordingly there are no separate reportable segments as envisaged by Accounting Standard17
The shares of your Company are listed at Bombay Stock Exchange Limited Mumbai andNational Stock Exchange of India Limited Mumbai. The listing fees up to date have beenpaid to the Stock Exchanges.
EXTRACT OF ANNUAL RETURN
The detailed extract of Annual Return in Form MGT-9 as required under Section 134(3)(a) of the Companies Act 2013 is annexed and forms part of this report as ANNEXURE ' E'.
INTERNAL FINANCIAL CONTROLS
The Company has an Internal Control System commensurate with size scale andcomplexity of its operations. The internal financial controls are adequate and areoperating effectively so as to ensure orderly and efficient conduct of businessoperations. The Company's internal financial control procedures ensure that Company'sfinancial statements are reliable and prepared in accordance with the applicable laws.
|No. of Complaints received: ||0 |
|No. of Complaints disposed off: ||0 |
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
Information pursuant to of the Companies Act 2013 read with Rule 8 of The Companies(Accounts) Rules 2014 pertaining to the conservation of energy technology absorptionforeign exchange earnings & outgo are set out as Annexure 'H ' to this report.
The Directors express their sincere appreciation of the co-operation and assistancereceived from Shareholders Bankers and Hyatt International and other Business Associates.The Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by the Employees at all levels.
To maintain its objectivity and independence the Internal Audit Team reports to theChairman of the Audit Committee of the Board. Based on the internal audit report processowners undertake corrective action in their respective areas and thereby strengthening thecontrols. Significant audit observations and corrective actions thereon are presented tothe Audit Committee of the Board. Team engaged in internal audit carries out extensiveaudit throughout the year across all functional areas and submits its reports from timeto time to the Audit Committee of the Board of Directors.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT
During the period between the end of the Financial Year and date of report thematerial subsidiary of the Company Silver Resort Hotel Private Limited has been servedwith a Termination notice dated 16.07.2015 from Delhi International Airport Authority("DIAL") over the alleged dispute of payment of outstanding dues. The subsidiarycompany is taking a legal recourse available to it under the law including invocationArbitration Clause.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS / COURTS / TRIBUNALS
The secured lenders enforced the security to recover their dues pursuant to the orderof the Debt Recovery Appellate Tribunal (DRAT) which had set aside the Order of the DebtRecovery Tribunal. The order of the DRAT has been challenged by the Company before theHon'ble High Court of Judicature at Bombay and the verdict may have the material impact onCompany's operations in future.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 form part of the notes to the Financial Statements providedin this Annual Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
The information relating to contracts or arrangements with related parties includingcertain arm's length transactions under third proviso of Section 188 of the Companies Act2013 read with the Companies (Meeting of Board and its Powers) Rules 2014 is annexed inForm AOC - 2 and forms part of this report as ANNEXURE 'F'. In accordance with therequirements of the Listing Agreement the Company has formulated policy on the relatedParty transactions and material subsidiaries. The said Policy is available on our websitewww.bluecoast.in.
A Report on Corporate Governance along with a certificate from the Statutory Auditorsof the Company regarding compliance with conditions of Corporate Governance as stipulatedin Clause 49 of the Listing Agreement forms part of this report discussed separately.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed review of the operations performance and other matters of the Company isset out in the Management Discussion and Analysis Report pursuant to Clause 49 of theListing Agreement which forms part of this Annual Report as ANNEXURE 'G'.
DISCLOSURES UNDER THE SEXUAL HARASSMENT OF WOMEN AT THE WORK PLACE (PREVENTIONPROHIBITION & REDERESSAL) ACT 2013
The Company has in place a policy on prevention of sexual harassment at workplace onthe line of the requirement of the Sexual Harassment of Women at The Work Place(Prevention Prohibition & Redressed) Act 2013. Internal Complaint Committee (ICC)has been set up to redress complaints received regarding sexual harassment. All employees(permanent contractual temporary trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2014-15
Your Company had been able to retain good and talented people. Significant number ofemployees has chosen to stay back with Company and have contributed a lot in smoothrunning of the Company.
Fair practices and equal opportunity has been afforded to employees at all levels. TheCompany is keeping these traditions alive and is making conscious effort to grow yearafter year. The Company understands that importance of Human capital and acts judiciouslyin rewarding its workforce. It has strong belief in collective efforts of all the teammembers. The inter-personal relationship amongst workers staff and officers has alwaysbeen cordial and healthy.
As on March 31 2015 there were 458 employees working for the Company across alllevels at various locations.
AWARDS AND RECOGNITION
Park Hyatt Goa Resort and Spa received the following Awards & Accolades:
2014 - Conde Nast Traveller India Readers' Travel Awards 2014
2014 Asia Spa India Awards 2014 Most Luxurious Spa (Resort)
2013 Conde Nast Traveller India Readers' Travel Awards 2013 Favorite Destination Spa
Food and Beverage
2014 - Times Food Awards Goa 2014 - Casa Sarita awarded Best Restaurant Goa
2014 Times Food Awards Goa 2014 Da Luigi awarded Best Italian Restaurant
2013 - Ospitalita' Italiana Awards 2013 - Da Luigi awarded Authentic Italianrestaurant
2013 Wine Spectator Awards 2013 Award of Excellence for outstanding restaurant winelists in the world
| ||By Order of the Board |
| ||For Blue Coast Hotels Limited |
| ||(Sushil Suri) |
|Place: New Delhi ||Chairman and Managing Director |
|Date: 20.08.2015 ||DIN: 00012028 |