The Members of
M/s. Country Club Hospitality & Holidays Limited
The Directors are pleased in presenting the 25th Annual Report of theCompany together with Audited Annual Accounts for the year ended 31st March2016.
(Rupees in Lakhs)
|Particulars || |
Consolidated (Mar' 16)
Standalone (Mar' 16)
| ||Current Year ||Previous Year ||Current Year ||Previous Year |
|Total Income ||53308.11 ||50046.83 ||29328.57 ||27318.08 |
|Operating profit before interest depreciation and tax ||12940.06 ||12111.71 ||5850.75 ||5304.98 |
|Interest ||4814.39 ||4911.06 ||3984.69 ||4059.83 |
|Depreciation ||4328.91 ||4000.35 ||1971.11 ||1899.99 |
|Profit before taxation ||3796.75 ||3200.30 ||(105.06) ||(654.84) |
|Tax ||1016.73 ||523.10 ||959.95 ||474.35 |
|Profit after taxation ||2780.02 ||2677.20 ||(1065.01) ||(1129.18) |
|Transfer to General Reserves ||Nil ||Nil ||Nil ||Nil |
|Provision for dividend ||Nil ||Nil ||Nil ||Nil |
|Provision for dividend tax ||Nil ||Nil ||Nil ||Nil |
|Surplus carried to Balance Sheet ||2780.02 ||2677.20 ||Nil ||Nil |
Statement of Affairs and Operations:
During the year under review the Consolidated turnover of the Company was Rs.533.08Crores as compared to Rs.500.46 Crores for the previous year. The Company is constantlystriving to improve its membership and hopes to achieve better results in the forthcomingyear.
Consolidated Profit before Tax increased by 18.5 % from Rs.3200.30 Lacs for the FY2014-15 to Rs.3796.75 Lacs in the FY 2015-16.
Consolidated Profit after Tax increased by 4 % from Rs.2677.20 Lacs for the FY 2014-15to Rs.2780.02 Lacs in the FY 2015-16. Outlook:
India's travel and tourism industry is one of the most profitable industries in thecountry and also credited with contributing a substantial amount of foreign exchange.Indian tourism offers a potpourri of different cultures traditions festivals and placesof interest.
The country is one of the favorite tourist destinations from the year 2009 and willcontinue to be one of the favorite till 2018 in accordance to world travel and tourismCouncil (WTTC). Further the Travel and Tourism Competitiveness Report by World EconomicForum has ranked India at the sixth place in tourism and hospitality.
Key segments of the Indian tourism and hospitality industry are:
Accommodation and catering
The Indian tourism industry has been on an upswing for last few years partially due toan excellent 'Incredible India' campaign and is expected to Rise up to US$ 431.7 billionby the end of 2020.
The presence of world-class hospitals and skilled medical professionals make India apreferred destination for medical tourism. Tour operators are teaming up with hospitals totap this market.
Cruise shipping is one of the most dynamic and fastest growing components of the globalleisure industry. India with its vast and beautiful coastline virgin forests andundisturbed idyllic islands can be a fabulous tourist destination for cruise tourists.
India has potential to develop the rural tourism industry as most of its populationresides in rural areas. This can benefit the local community economically and sociallyand enable interaction between tourists and locals for a mutually enriching experience.
Number of meetings of the board:
6 Board Meetings & 4 Audit Committee Meetings were held during the Financial Year2015-16.
The Meetings of the other committees of the Board were held during the year 2015-16:
1 Nomination and Remuneration Committee meeting 1 Stake Holders relationship Committee1 Independent Directors Meeting
For details pertaining to dates attendance of Directors for the said Meetings pleaserefer to the corporate governance report which forms part of this report.
The Paid-up Share Capital of the Company stands at Rs.326929470 (Rupees Thirty TwoCrores Sixty Nine Lakhs Twenty Nine Thousand Four Hundred and Seventy Only) as on 31stMarch 2016.
The entire Paid-up Share Capital of the Company is listed with both the StockExchange(s) namely M/s. BSE Limited and M/s. National Stock Exchange Of India Limited(NSE).
Management Discussion and Analysis:
Pursuant to Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 a report on the management discussion and analysis is enclosed herewith.
CONSERVATION OF ENERGY TECHNICAL ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:Additional information as required U/s 134 of the Companies Act 2013:
(a) Conservation of energy:
(i) Steps taken on Conservation of energy:
(ii) Steps taken for utilizing alternate sources of energy:
(iii) Capital Investment on energy conservation equipments:
The Company is continuously monitoring the consumption of energy and implementswherever necessary the required measures for conserving it.
|(b) Technology absorption: || |
|(i) The efforts made towards technology absorption: ||No technology - indigenous or foreign - is involved. |
|(ii) The benefits derived like product Improvement cost reduction product development or import substitution: ||Not Applicable |
|(iii) In case of imported technology (imported during the last three years): ||No technology has been imported during the last three years. |
|(iv) Research and development (R&D) ||No research and development was carried out. |
|c) Foreign Currency Earnings/Inflow ||NIL |
|Foreign Currency Outflow ||Rs. 236302761/- |
Extracts of Annual Return and other disclosures under Companies (Appointment &Remuneration) Rules 2014
The Extract of Annual Return in Form No. MGT-9 as per Section 134 (3) (a) of theCompanies Act 2013 read with Rule 8 of Companies Act (Accounts) Rules 2014 and Rule 12 ofCompanies (Management & Administration) Rules 2014 duly certified by the PractisingCompany Secretary is annexed hereto and forms part of this report.
Particulars of Employees:
Information as per Rule 5(1) of Chapter XIII Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014
|Name of Director ||Designation ||Remuneration in FY 15 - 16 ||Remuneration in FY 14 - 15 ||% of increase in remuneration in 2016 as compared to 2015 ||Ratio of remuneration to MRE |
|Y. Rajeev Reddy ||Chairman & Managing Director ||8400000 ||8400000 ||NIL ||70 times |
|Y. Siddharth Reddy ||Vice-Chairman JMD & CEO ||3000000 ||3000000 ||NIL ||25 times |
|Y. Varun Reddy ||Vice-Chairman JMD & COO ||3000000 ||3000000 ||NIL ||25 times |
|Key Managerial Personnel other than Directors : || || || || || |
|Kudligi Phaneendra Rao ||Chief Financial Officer ||2400000 ||1818000 ||32 ||20 times |
|Sreelatha V ||Company Secretary ||300000 ||255000 ||15 ||2.5 times |
1. The Median Remuneration of the employees of the Company during the financial yearwas Rs. 120000/-
2. In the financial year there was an increase of 10% in the median remunerationemployees.
3. There are 5899 permanent Employees on the Rolls of the Company as on 31st March2016.
4. The key parameters for the variable component of remuneration availed by thedirectors are considered by the Board of Directors based on the recommendations of theNomination and Remuneration Committee.
5. The ratio of the remuneration of the highest paid director to that of the employeeswho are not directors but receive remuneration in excess of the highest paid directorduring the year - N.A. and
6. It is hereby confirmed that the remuneration is as per the remuneration policy ofthe Company.
The remuneration paid to the Key Managerial Personnel of the Company is as perremuneration policy
Particulars of Employees receiving remuneration as per Rule 5(2) of Chapter XIIICompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014:
The Directors are to report that none of the employees were in receipt of remunerationof exceeding as per the limit prescribed in Rule 5(2) of Chapter XIII Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014
In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Sri. Y. Siddharth Reddy Vice-Chairman JMD & CEO of theCompany who retire by rotation at the 25th Annual General Meeting and being eligibleoffer himself for re-appointment.
Sri Y. Varun Reddy who has completed his tenure completes as Vice-Chairman JMD &COO on 31st July 2016 the board has proposed to re-appoint him for a period of 5 (five)years with effect from 1st August 2016.
Brief profile of the Director proposed to be re-appointed stating the nature of theirexpertise in specific functional areas their shareholding along with other relevantdetails are given at the end of the Notice of the Annual General Meeting. The Boardrecommends their reappointment by the Members at the ensuing 25th Annual General Meeting.
None of the directors of the Company are disqualified from being appointed as directorsas specified in section 164 of the Companies Act 2013 as amended.
Statement on Declaration given by Independent Directors under Sub-Section (6) ofSection 149 of the Companies Act 2013:
The Independent Directors have submitted the Declaration of Independence as requiredpursuant to Section 149 (7) of the Companies Act 2013 stating that they meet the criteriaof independence as provided in Sub-Section (6) of section 149 of Companies Act 2013.
Directors' Responsibility Statement:
Pursuant to the requirements under Section 134 of the Companies Act 2013 with respectto the Directors' Responsibility Statement the Board of Directors of the Company herebyconfirms:
(a) that in the preparation of the annual accounts for the Financial year ended 31stMarch 2016 the applicable accounting standards have been followed;
(b) 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 as at 31st March 2016and Profit and Loss Statement of the Company for that period;
(c) that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
(d) that the directors have prepared the annual accounts for the financial year ended31st March 2016 on a going concern basis;
(e) that the directors have laid down internal controls to be followed by the Companyand that such internal financial controls are adequate and were operating effectively;
(f) that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively;
Related Party Transactions:
All the related party transactions are entered on arms length basis and are incompliance with the applicable provisions of the Act and the ListingAgreement/Regulations. There are no materially significant related party transactions madeby the Company during the Financial Year 2015-16 which may have the potential conflictwith the interest of the company at large.
Thus disclosure in Form AOC-2 is not required.
M/s. P. MuraLi & Co. Chartered Accountants Statutory Auditors of the Company thestatutory Auditors of the Company who hoids office until the conclusion of the ensuingAnnuai Generai Meeting and are eligible for re-appointment as per section 139 of CompaniesAct 2013.
M/s. P. MuraLi & Co. have expressed their willingness to get re-appointed as thestatutory auditors of the Company and furnished their certificate of eligibility andconsent for their re-appointment under section 141 of the Companies Act 2013 and theruies framed there under. The Board based upon the recommendations of the Audit committeerecommends the appointment of M/s. P. Muraii & Co. as the statutory auditors of theCompany.
The Report given by the Auditors on the financial statements of the Company is part ofthe Annuai Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.
Types of Committees:
The Company has4 different Committees they are:
a) Audit Committee
Composition of the Audit Committee:
The Audit Committee for the year was constituted of thefoiiowing members:
|Name of the Member ||Category |
|1. Sri Y. Subba Rao Chairman || |
| ||Independent Directors |
|2. Sri D. V. Ratna Kishore Member || |
|3. Sri D. Krishna Kumar Raju Member ||Non-Executive Director |
Mrs. V. Sreeiatha Company Secretary has acted as the Secretary to the Committee b)Nomination & Remuneration Committee
The Nomination and Remuneration Committee for the year was constituted of thefoiiowingmembers:
|Name of the Member ||Category |
|1. Sri K. Satyanarayana Raju Chairman || |
|2. Sri Y. Subba Rao Member ||Independent Directors |
|3. Sri D. V. Ratna Kishore Member || |
C) Stakehoiders Relationship Committee
The Stakehoiders Reiationship Committee was constituted of thefoiiowing Directors:
|Name of the Member ||Category |
|1. Shri Y. Subba Rao Chairman || |
|2. Shri Indukuri Venkata Subba Raju Member ||Independent Directors |
|3. Shri D. V. Ratna Kishore Member || |
d) Corporate Social Responsibility Committee
The Corporate Sociai Responsibility Committee was constituted of thefoiiowingDirectors:
|Name of the Member ||Category |
|1. Sri Venkateswara Dontireddy Reddy Chairman || |
|2. Sri Indukuri Venkata Subba Raju Member ||Independent Directors |
|3. Sri Y. Siddharth Reddy Member || |
As required by Regulation 34 of SEBI(LODR) Regulations 2015 a separate sectioncontaining the Report on Corporate Governance together with the Certificate on thecompliance with the conditions of Corporate Governance issued by the Auditors of theCompany is appended hereto and they form part of this Annual Report.
The Board of Directors have appointed M/s R. & A Associates a firm of practicingCompany Secretaries Hyderabad as the Secretarial Auditor to conduct Secretarial Audit ofthe Company for the Financial year ended 31st March 2016 in compliance with theprovisions of Section 204 of the Companies Act 2013.
The report of the SecretarialAudit Report by M/s. R& A Associates in Form MR-3 isenclosed asAnnexure to this Report. Replies to the observations made by theSecretarialAudit report:
The Directors noted the delay in filing sand have taken the necessary steps to avoidthe same in future.
The board is reforming the existing internal control systems of the Company in order toensure foremost compliances of the applicable rules laws and regulations
Vigil Mechanism/Whlstle Blower Policy:
The Board of Directors of the Company has adopted Whistle Blower Policy. This policy isformulated to provide an opportunity to employees and an avenue to raise concerns and toaccess in good faith the Audit Committee to the highest possible standards of ethicalmoral and legal business conduct and its commitment to open communication in case theyobserve unethical and improper practices or any other wrongful conduct in the Company toprovide necessary safeguards for protection of employees from reprisals or victimizationand to prohibit managerial personnel from taking any adverse personnel action againstthose employees.
Details of adequacy of Internal financial controls
The company has in place adequate internal financial controls with reference tofinancial statements. In addition the Company has also appointed M/s. B.N & CompanyChartered Accountants as the Internal Auditors of the Company to conduct the regularInternal Audit and place its Report before the Audit Committee. During the year suchcontrols were tested and no reportable mate rial weakness in the design or operation wasobserved.
Change In the Nature of Business:
There has been no change in the nature of business of the Company during thefinanciaiyear under review.
The details of significant material orders passed by the regulators or courts ortribunals Impacting the going concern status and Company's operations In future:
No significant or material orders were passed by the regulators or courts or tribunalsimpacting the going concern status and company's operations in future during the yearunder review
Material changes and Commitments:
There were no material changes and commitments in the business operations of theCompany from the Financial Year ended 31st March 2016 to the date of signing of theDirector's Report.
Risk Management Policy
The Company has policy for identifying risk and established controls to effectivelymanage the risk. Further the company has laid down various steps to mitigate theidentified risk.
Mechanism for Board Evaluation:
Pursuant to Regulation 17 of the SEBI(LODR) Regulations2015 and section 134 of theCompanies Act 2013 states that the board shall monitor and review the board evaluationframework. The Companies Act 2013 states that a formal annual evaluation needs to be madeby the Board of its own performance and that of its committees and individual directors.Schedule IV of the Companies act 2013 states that the performance evaluation of theindependent directors shall be done by the entire Board of Directors excluding thedirector being evaluated.
The Directors evaluation was broadly based on the parameters such as understanding ofthe Company's vision and objective skills knowledge and experience participation andattendance in Board/ Committee meetings; governance and contribution to strategy;interpersonal skills etc.
The Board has carried out the annual performance evaluation of its own performance theDirectors individually as well as evaluation of the working of its Board Committees. Astructures questionnaire was prepared covering various aspects of the Board's functioningsuch as adequacy of the composition of the Board and its Committees Board Cultureexecution and performance of specific duties obligations and governance.
A meeting of the Independent Directors was also held which reviewed the performance ofNon-Independent Directors Chairman and the quality quantity and timelines of flow ofinformation between the Company management and Board.
Disclosure pertaining to sexual harassment of women at workplace:
During the Financial year ended 31st March 2016 the Company has neither received anycomplaints nor there are any pending complaints pertaining to sexual harassment.
Pursuant to Section 129(3) of the Companies Act 2013 a statement consisting salientfeatures of financial statements of subsidiaries associates and joint venture companiesin Form AOC-1 is attached. The Company has twenty two (22) subsidiary outfits as on 31stMarch 2016:
1. Aquarian Realtors Private Limited
2. Bush Betta Holiday Ownership Wildlife Adventure Resort Private Limited
3. Bright Resorts Private Limited
4. Chanakyapuri Resorts Private Limited
5. Club Arzee Limited
6. International Country Holidays Private Limited
7. Jade Resorts Private Limited*
8. J J Arts & Entertainments Private Limited
9. Kolet Resort Club Private Limited*
10. Maruti Waterpark and Entertainments Private Limited
11. Country Vacations International Limited India
12. Swami Vivekanand Training and Education Centre Private Limited
13. Swimwel Investment and Trading Private Limited
1. Country Club Babylon Resort Private Limited Sri Lanka
2. Country Vacations International Limited Dubai
3. Country Vacations International LLC Dubai*
4. Country Vacations International LLC Oman*
5. Country Vacations International LLC Abu Dhabi*
6. Country Vacations International W.L.L Bahrain*
7. Country Club and Vacations WLL Qatar*
8. Country Vacations International SDN BHD Malaysia*
9. Country Vacations International Limited London*
* Has become subsidiary of the Company under Section 2(87) of the Companies Act 2013.
The Ministry of Corporate Affairs (MCA) has through its General Circular No. 2/2011dated 08th February 2011 has granted general exemption to all the Companies from therequirement to attach various documents in respect of Subsidiary Companies as set out insub-section (1) of Section 212 of the Companies Act 1956. Accordingly Balance sheetProfit and Loss Account and other documents of the Subsidiary Companies are not beingattached with the balance sheet of the Company.
Further your Company hereby undertakes that Annual Accounts of the Subsidiary Companiesand the related detailed information shall be made available to the Shareholders of theCompany and Subsidiary Companies seeking such information at any point of time. The AnnualAccounts of the Subsidiary Companies shall also be kept open for inspection by theShareholders at the Registered Office of the Company and of the Subsidiary Companiesconcerned. The Company shall furnish a hard copy of details of Accounts of Subsidiaries toany shareholder on demand.
The relationship between the management and the staff was very cordial throughout theyear under review. Your Directors take this opportunity to record their appreciation forthe cooperation and loyal services rendered by the employees.
The Company has not accepted any deposits during the year under review.
Particulars of Loans Guarantees and Investments:
The Company has invested in M/s. Country Club World Tours and Travels Private Limitedin the year 2015-16 upto the tune of INR 11000/-.
Your Directors wish to place on record their appreciation for the support extended bygovernment authorities bankers customers and shareholders of the Company.
Your Directors also wish to place on record their appreciation for the sincere servicesrendered by the employees of your Company during the year. Their dedication teamwork andefficiency have been commendable.
| ||For and on behalf of the Board |
| ||For Country Club Hospitality & Holidays Limited |
| ||Y. Varun Reddy Y. Siddharth Reddy |
|Place: Hyderabad ||Vice Chairman JMD & COO Vice-Chairman JMD & CEO |
|Date : 13th August 2016 ||DIN:01905757 DIN:00815456 |