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Dolphin Hotels Ltd.

BSE: 509513 Sector: Services
NSE: N.A. ISIN Code: N.A.
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Dolphin Hotels Ltd. (DOLPHINHOTELS) - Director Report

Company director report

DOLPHIN HOTELS LIMITED ANNUAL REPORT 2010-2011 DIRECTOR'S REPORT Your Directors have pleasure in presenting their 40th Annual Report along with the audited accounts for the year ended March 31, 2011. FINANCIAL RESULTS: 2010-2011 2009-2010 (Rs. in lakhs) Turnover 7930.21 6122.91 Operating Profit for the year 1207.87 440.01 Depreciation for the year 287.27 296.05 Net Profit for the year before tax 920.60 143.96 Less: Provision for taxation and Income tax of earlier years 170,20 25.99 Deferred tax liability 409.28 - Net Profit after Tax 341.12 117.97 Balance of Profit brought 2380.25 2262.28 forward from previous year Balance of Profit carried forward 2721.37 2380.25 BUSINESS REVIEW: During the year under review, the business turnover increased by about 30% compared to the previous year. Margins have also improved over the previous year, though lower than potential. Unstable political environment in Andhra Pradesh, frequent bandhs and strikes in the last one year have affected hospitality and tourism industry adversely. Margins are likely to be impacted by continuing inflation, oil price volatility and raising payroll costs. The Indian economy though inherently stronger than most other countries, continues to face uncertainty and volatility because of the adverse macro economic scenario in global markets. However, the long term outlook for the industry appears to be bright despite short term concerns. DIRECTORS' RESPONSIBILITY STATEMENT: In accordance with Section 217(2AA) of the Companies Act, 1956, the Directors of the Company hereby state that: * In the preparation of the Annual Accounts, the applicable accounting standards have been followed and that there are no material departures. * The Directors had, in consultation with the Statutory Auditors, selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for that year. * The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities, to the best of knowledge and ability of the Directors. * The Directors had prepared the annual accounts on a going concern basis. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE EARNINGS AND OUTGO: Constant efforts are being made to reduce energy consumption through energy saving devices, employee awareness and effective monitoring. Disclosure of particulars with respect to conservation of energy, technology absorption is not applicable to the Company for the time being In compliance with Section 217 (1) (e) of the Companies Act, 1956, and the Rules framed there under. Details of income and expenditure in foreign currency, during the year are given in the Notes to Accounts. DIRECTORS: Pursuant to the provisions of the Articles of Association of the Company, Sri Ch. Kiron and Sri P. Satyaprakash Reddy, retire by rotation and being eligible, offer themselves for reappointment. AUDITORS: M/s. Brahmayya & Co., Statutory Auditors of your Company, retire at this meeting and are eligible for reappointment. Regarding the observation about the outstanding Sales Tax and property tax liability, your Directors wish to state that steps are being taken to pay the amount, after obtaining relevant clarifications. Regarding non provision of arrears of interest on promoters loans, the Directors wish to clarify that these loans were brought in as their contribution for financing the Hotel Projects at Ramoji Film City during 1995 to 2001 and no interest was provided or paid to the promoters for the past period, as per the terms of the loan agreements with the financial institutions and banks since the loans were treated as quasi equity. However, interest for the current period is being paid to the promoters since FY 2006, after obtaining relevant approvals. SECRETARIAL COMPLIANCE CERTIFICATE: Pursuant to the provisions of Section 383 A of the Companies Act, 1956, and the Rules framed thereunder, a Compliance Certificate from a Company Secretary in wholetime practice is attached to this report. PERSONNEL: Your Directors wish to place on record their sincere appreciation to all the employees for their dedication, teamwork and commitment, during the year under review. There are no employees who are covered by Section 217(2A) of the Companies Act, 1956. Your Directors also gratefully acknowledge the continued support and cooperation extended to the Company by Union Bank of India. For and on behalf of the Board of Directors Place: Ramoji Film City, RAMOJI RAO Date : 06.09.2011. Chairman SECRETARIAL COMPLIANCE CERTIFICATE Registration No. of the Company : 01-1390 Authorised Capital: Rs.8,00,00,000/- Paid-up Capital : Rs.69,92,000/- To The Members, M/s. Dolphin Hotels Limited, Hyderabad. I have examined the registers, records, books and papers of M/s. Dolphin Hotels Limited, (The company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the Memorandum and Articles of Association of the Company for the period ended on March 31, 2011 In my opinion and to the best of my information and according to the examinations carried out by me and explanations furnished to me by the Company, its officers and agents, I certify that in respect of the aforesaid financial year. 1. The Company has kept and maintained all registers as stated in Annexure 'A' to this certificate, as per the provisions and the rules made there under and all entries therein have been duly recorded. 2. The Company has duly filed the forms and returns as stated in Annexure 'B' to this certificate, with the Registrar of Companies, Regional Director, Central Government, Company Law board or other authorities within the time prescribed under the Act and the rules made there under. 3. The Company being a public limited company, comments are not required. 4. The Board of Directors duly met 4 times on 28.06.2010, 02.09.2010, 22.12.2010 and 29.03.2011 in respect of which meetings proper notices were given and the proceedings were properly recorded and signed including the circular resolutions passed in the Minutes Book maintained for the purpose. 5. The Company has closed its Register of Members from 23.09.2010 to 30.09.2010 and necessary compliance of Section 154 of the Act has been made. 6. The 39th Annual General Meeting for the financial year ended on 31st March 2010 was held on 30th September, 2010 after giving due notice to the members of the company and the resolutions passed there at were duly recorded in the Minutes Book maintained for the purpose. 7. No Extra-Ordinary general meeting was held during the financial year. 8. The Company has not advanced any loans or given any guarantees or provided any securities to its directors or persons or firms or companies referred to under Section 295 of the Act. 9. The Company has duly complied with the provisions of Section 297 of the Act in respect of the contracts specified in that section. 10. The Company has made necessary entries in the register maintained under section 301 of the Act. 11. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained any approvals from the Board of directors, members or Central Government. 12. The Company has not issued any duplicate share certificates during the financial year. 13.(a) The Company had delivered all Share Certificates lodged for transfer or transmission within the stipulated period. (b) The Company has not deposited any amount in a separate Bank Account as no dividend was declared during the financial year. (c) The Company was not required to post warrants to any member of the Company as no dividend was declared during the financial year. (d) As the Company has not declared any dividend, issued any debentures and has not accepted deposits, the question of transfer of dividend in the unpaid dividend account, application money due for refund, matured deposits, matured debentures and the interest accrued thereon which have remained unclaimed or unpaid for a period of seven years to Investor Education and Protection Fund does not arise. (e) The Company has Duly complied with the requirements of Section 217 of the Act. 14. The Board of Directors of the Company is duly constituted and the appointment of directors has been duly made. 15. The company has not appointed any Managing Director/Whole Time Director during the financial Year. 16. The Company has not appointed any sole selling agents during the financial year. 17. The Company was not required to obtain any approvals of the Company Law Board, Regional Director, Registrar and / or such authorities prescribed under the various provisions of the Act during the financial year. However, the Company has got the approval of exemption under Section 211(4) with regard to the requirements of Schedule VI vide order No. 46/3/2011-CL-111- dated 28.01.2011, valid up to the financial year ending 31st March, 2011, 31st March, 2012 and 31st March, 2013. 18. The directors have disclosed their interest in other firms / companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under. 19. The Company has not issued any shares, debentures or other securities during the financial year. 20. The Company has not bought back any shares during the financial year. 21. The Company has not issued any preference shares / debentures and hence the question of redemption of preference shares / debentures does not arise during the financial year under review. 22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rights shares and bonus shares pending registration of transfer of shares. 23. The Company has not invited / accepted any deposits including any unsecured loans falling within the purview of Section 58A during the financial year. 24. The amount borrowed by the company from Directors / Members / Financial Institutions, Banks during the financial year ending 31st March, 2011 is within the borrowing limits of the company. 25. The Company has not made any loans and investments or given guarantees or provided securities to other bodies corporate and consequently no entries have been made in the register kept for the purpose. 26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company's registered office from one State to another during the year under scrutiny. 27. The Company has not altered the provisions of the Memorandum with respect to the objects of the Company during the year under scrutiny. 28. The Company has not altered the provisions of the Memorandum with respect to name of the Company during the year under scrutiny. 29. The Company has not altered the provisions of the Memorandum with respect to share capital of the Company during the year under scrutiny. 30. The Company has not altered its Articles of Association during the financial year. 31. There was no prosecution initiated against or show cause notices received by the Company and no fines or penalties or any other punishment was imposed on the Company during the financial year, for offences under the Act. 32. The Company has not received any money as security from its employees during the financial year. 33. The Company has deposited both employee's and employer's contribution to Provident Fund with prescribed authorities pursuant to Section 418 of the Act. For G.P. ASSOCIATES Company Secretaries (G. MAHESH) Place: Hyderabad, Partner Date : 06-09-2011. C.P. No. 7160 Annexure 'A' Name of the Company: DOLPHIN HOTELS LIMITED Registration Number: 01-1390 Authorised Capital : Rs. 8,00,00,000 Registers as maintained by the Company: Sl. Section Name of the Register No. Number 01. 150 Register of Members 02. 151(1) Index of Members 03. 303 Register of Directors 04. 307(1) Register of Directors' Shareholding 05. 108 Share Transfer and Transmission Register 06. 297, 301 Register of Contracts 07. 143(1) Register of Charges 08. 372A(5) Register of Investments 09. 193 Minutes Book in loose leaf binder for Board Meetings 10. 193 Minutes Book of AGM/EGM 11. 287 Attendance Register of Directors 12. 174 Shareholders Attendance Register For G.P. ASSOCIATES Company Secretaries (G. MAHESH) Place: Hyderabad, Partner Date : 06-09-2011. C.P. No. 7160 Annexure 'B' Name of the Company: DOLPHIN HOTELS LIMITED Registration Number: 01-1390 Authorised Capital : Rs.8,00,00,000 Returns/Documents/Forms filed with the Registrar of Companies, Regional Director, Central Government or other authorities during the financial year ended 31st March, 2011. REGISTRAR OF COMPANIES: Form Relevant Descritpion Date of A B No. section Filing Form No. 17 138 Satisfaction of Charge 22.04.2010 Yes NA Form No. 211(4) Application made to Central 02.07.2010 Yes NA 23AAA Government for seeking exemptions from showing the quantitative details in Profit & Loss Account for the years 2010-11, 2011-12, 2012-13 Form No. 23 269 Increase of terms of 28.09.2010 No Yes 198, 309 remuneration payable to & 310 Smt. Ch. Vijayeswari, Managing Director. From No. 66 383A Compliance Certificate for 25.10.2010 Yes NA the Year 2010 Form 23AC 210 Annual Report for the year 27.10.2010 Yes NA & ACA 2010 Form No. 20B 159 Annual return for the year 22.11.2010 Yes NA 2010 A = Whether filed within prescribed time Yes/No B = If delay in filing whether requisite additional fee paid Yes/No For G.P. ASSOCIATES Company Secretaries (G. MAHESH) Place: Hyderabad, Partner Date : 06-09-2011. C.P. No.7160