You are here » Home » Companies » Company Overview » Asian Hotels (North) Ltd

Asian Hotels (North) Ltd.

BSE: 500023 Sector: Services
BSE 00:00 | 30 Jul 91.10 -0.65






NSE 00:00 | 30 Jul 90.60 -1.05






OPEN 91.40
52-Week high 105.80
52-Week low 44.25
Mkt Cap.(Rs cr) 177
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 91.40
CLOSE 91.75
52-Week high 105.80
52-Week low 44.25
Mkt Cap.(Rs cr) 177
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Asian Hotels (North) Ltd. (ASIANHOTNR) - Director Report

Company director report

To the Members

Your Directors are pleased to submit their 37th Report together with theAudited Financial Statements for the year ended 31st March 2018.


(on stand-alone basis)

(Rupees in Crore)

Particulars FY 2017-18 FY 2016-17
Revenue from Operations (Net) 274.44 251.19
Other Income 31.11 9.76
Total Income 305.55 260.95
Profit/(Loss) before exceptional items and tax (2.75) (27.40)
exceptional Items 0 0
Profit/(Loss) before Tax (2.75) (27.40)
Provision for Tax including Deferred Tax (Net) 0.33 11.79
Net Profit/(Loss) (2.42) (15.61)
Earning per share - Basic & Diluted (Rs.) (1.24) (8.03)

Total revenue from operations for the financial year 2017-18 was Rs. 274.44 crore asagainst Rs. 251.19 crore in the prior year an increase of 9.26% over the prior year.

Combined revenue from Food & Beverage including Wines & Liquor has registeredan increase of 19.19% during the year under review as compared to the prior year.‘House A' an elite social destination offering membership by invitation only whichwas launched in March 2017 and ‘The Mansion' offering premium banquet facility anda much sought after event venue in the National Capital Region has majorly contributed tothis positive development.

Room revenue declined by 3.79% primarily due to lower average room rate though theoccupancy levels were also slightly lower as compared to the previous year.

During the year under review your Company launched ‘The Council' an exclusivemembers-only club for the captains of the industry to provide them a stimulatingenvironment to conduct their business productively. It offers state of the art facilitiesfor business meetings and exclusive club benefits to its members.

We are pleased to inform that Hotel Hyatt Regency Delhi has been awarded the Platinumrating for sustainability of old construction by the

Leeds' Certification.

Transfer to Reserves/Dividend

In view of the loss suffered by the Company your Directors are constrained not torecommend any dividend for the year under review. During the year under review amountlying to the credit of Revaluation Reserve was transferred to the Retained earnings as perthe requirements of Ind AS. Further no amount was transferred to the General Reserve.

Material changes and commitments affecting the financial position of the Company

Your Directors would like to inform that no material changes and commitmentshave occurred between the end of the financial year under review and the date of thisreport that may adversely affect the financial position of the Company.

Significant and Material Orders passed by the Regulators or Courts or Tribunals

During the year under review or between the end of that financial year and the date ofthis report no significant or material orders were passed by the Regulators or Courts orTribunals which may impact the going concern status and future operations of the Company.

Consolidated Financial Statements

In accordance with the provisions of Section 129 of the Companies Act 2013 (the Act)your directors have presented the stand-alone financial statements of the Company andconsolidated financial statements comprising financials of the Company and itssubsidiaries as part of this Annual Report.

In accordance with the provisions of Section 136 of the Act individual balance sheetstatement of profit & loss report of Board of Directors and report of Auditors ofeach of the subsidiaries are open for inspection by the shareholders at the registeredoffice of the Company copies of which may be furnished if desired by any shareholder.

Foreign Exchange Receipts

The Company's earnings in foreign exchange for the year under review amounted to Rs.132.47 crore as compared to Rs. 147.89 crore during the prior year.

There is no change in the Company's capital structure since the last report.

During the year under review the Company has neither issued equity shares withdifferential rights as to dividend voting or otherwise nor has it issued shares to itsemployees under any scheme (including sweat equity shares). The Company does not have anyoutstanding warrants/depository receipts/other convertible securities as on 31stMarch 2018 or the date of this report.

Un-claimed Shares

In terms of Para F of Schedule V to the SeBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (the Listing Regulations) the details of Un-claimedShares are as under:

Particulars No. of holders whose shares are marked as un-claimed No. of shares marked as un-claimed
A. Status of un-claimed shares at the beginning of the year i.e. 1st April 2017 823 65395
B. No. of claims received by the Company during the year under review for release of shares 8 713
C. No. of claims settled and shares released to the rightful claimants during the year under review 17* 1605*
D. Transferred to IePF pursuant to Section 124(6) of the Companies Act 2013 675 37657
Balance un-claimed shares as at the end of the year i.e. 31st March 2018 [A-(C+D)] 131 26133

* These includes 9 claims for 892 shares which were received prior to 1stApril 2017 but settled during the year under review. Further 5 claims for 1705 sharesreceived prior to 1st April 2017 are still pending for want of propersupporting documents from the investors.

The aforesaid un-claimed shares are held in a separate demat account entitled"Asian Hotels (North) Limited – Un-claimed Suspense Account" maintainedwith Karvy Stock Broking Limited. The voting rights on these shares shall remain frozentill the shares are claimed by and released to the rightful owners.

An aggregate of 77911 equity shares held by 1318 beneficial owners/shareholders of theCompany in respect of which dividend for all the relevant financial period/years ended 31stMarch 2010 31st March 2011 31st March 2012 31stMarch 2013 and 31st March 2014 remained unpaid/unclaimed consecutively for aperiod of seven years up-to 28th October 2017 were transferred to Investoreducation and Protection Fund in accordance with Section 124(6) of the Act read with theInvestor education and Protection Fund (Accounting Audit Transfer and Refund) Rules2016 as amended or re-stated from time to time.


The Company is controlled by the Jatia Group comprising inter-alia Mr. Shiv KumarJatia Mr. Amritesh Jatia and in turn the companies controlled by them namely FinelineHoldings Ltd. Mauritius Yans enterprises (H.K.) Ltd. Mauritius and Asian Holdings Pvt.Ltd. Such persons directly or indirectly own and control various operating companies ofthe Jatia Group viz. Asian Hotels (North) Limited and Leading Hotels Limited. All the saidconstituents singularly and collectively including the operating companies comprise theJatia Group. Some of the said constituents exercise control over the Company as directorsand/or shareholders.


Your Company holds 100% equity as well as preference capital in Fineline Hospitalityand Consultancy Pte. Ltd. Mauritius (FHCPL). FHCPL holds 80% equity stake in Lexon HotelVentures Ltd. Mauritius (Lexon) and Lexon in turn holds 99.76% equity stake in LeadingHotels Limited (Leading) an Indian subsidiary.

Thus FHCPL has 79.81% economic interest in Leading.

Leading is developing an all villa hotel complex and a PGA standard 18 hole 72 parchampionship golf course in Goa for which it has acquired substantial parcels of land. Thesaid project will be under the management of Four Seasons a world famed hotel chain andHospitality Management Company.

Leading has already obtained permissions/approvals from various government authoritiesand there is no adverse legal impediment affecting the continuation of the project work.Project work had started during the year under review. In fact the basic structure of one‘one bed-room villa' which is being developed as the experience Centre has beencompleted.

Petitions filed before the National Green Tribunal against grant of Coastal RegulationZone and Private Forest by the competent authorities to the aforesaid project at Goa arebeing contested by Leading. Based on legal advice received and outcome of similar cases inthe past your directors are hopeful of a favorable outcome and do not foresee thesepetitions having any material impact on the progress of the project.

During the year under review no company became a subsidiary or joint venture orassociate of the Company. Similarly no company ceased to be a subsidiary or joint ventureor associate during the year under review.

Performance and financial position of the subsidiaries

For performance and financial position of individual subsidiaries the members mayrefer to the Statement containing salient features of the financial statements ofCompany's subsidiaries in Form AOC-1 pursuant to Section 129(3) of the Act read with Rule5 of the Companies (Accounts) Rules 2015 annexed to the financial statements.


M/s. Dhirubhai Shah & Doshi Chartered Accountants Ahmedabad (Firm RegistrationNo.- 102511W) were appointed as the statutory auditors of the Company in the 34thAnnual General Meeting to hold office from the conclusion of that meeting till theconclusion of the 39th Annual General Meeting of the Company. However theirfirm's name has changed to ‘M/s. Dhirubhai Shah & Co' with effect from

5th March 2018.

M/s. Dhirubhai Shah & Co Chartered Accountants have conveyed eligibility fortheir continued appointment to act as Statutory Auditors of the Company for the financialyear 2018-19.

No frauds have been reported under Section 143(12) of the Act by the Auditors of theCompany.

Internal Financial Controls over Financial Reporting

The Company has in all material respects an adequate internal financial controlssystem over financial reporting and such internal financial controls over financialreporting were operating effectively as at 31st March 2018 based on the internal controlover financial reporting criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls over Financial Reporting issued by the Institute of Chartered Accountants ofIndia.

In the opinion of the Statutory Auditors of the Company as expressed by them in theirreport dated 28th May 2018 the Company has adequate internal control systemsover financial reporting as at 31st March 2018.


During the year under review M/s. S. S. Kothari Mehta & Co. CharteredAccountants New Delhi the internal auditors of the Company conducted periodic audits ofthe Company. The Audit Committee reviews the detailed Internal Audit reports submitted bythe Internal Auditors and takes stock of the actions taken on the observations of andrecommendations made by them.

Your Directors are confident that there are adequate internal control systems andprocedures which are being followed and complied with.


M/s. Chandrasekaran Associates Company Secretaries the Secretarial Auditors of theCompany have submitted their report for the financial year ended 31st March2018 which is annexed as Annexure ‘A' and forms part of this Report.

In compliance with Section 204 of the Act the Company has re-appointed M/s.Chandrasekaran Associates Company Secretaries as

Secretarial Auditors for the financial year 2018-19.


Mr. Dipendra Bharat Goenka retires by rotation at the ensuing annual general meetingand being eligible offers himself for re-appointment. Accordingly an appropriateresolution is proposed at Item No. 2 of the Notice convening the ensuing annual generalmeeting.

Further Mr. Shiv Kumar Jatia who was re-appointed as Managing Director in the 34thAnnual General Meeting held on 21st September 2015 for a further termbeginning 10th April 2016 completes his current tenure on 31stMarch 2019. In view of the above and considering the recommendations of the Nominationand Remuneration Committee the Board in its meeting held on 28th May 2018re-appointed him subject however to the approval of the shareholders at the ensuingannual general meeting for a further term of three years from 1st April 2019to 31st March 2022. Accordingly an appropriate resolution is proposed at ItemNo. 3 of the Notice convening the ensuing annual general meeting.

The above proposals have been duly approved and consented to by the Nomination andRemuneration Committee and the Board of Directors of the Company. earlier at the 36thAnnual General Meeting held during the year under review Ms. Anita Thapar who retired byrotation was re-appointed as a director liable to retire by rotation; Mr. Amritesh Jatiawhose term as an Additional Director expired at the aforesaid meeting was appointed as adirector liable to retire by rotation; Mr. Ranjan Kishore Bhattacharya who was appointedas an Additional Director in the capacity of an independent director was appointed as anindependent director to hold office for a period of five consecutive years from

5th February 2017 to 4th February 2022; and Ms. Anita Thaparwas re-appointed as a whole-time director liable to retire by rotation designated asExecutive Director Administration & Corporate Co-ordination from 28th May2018 to 31st March 2021.

Neither the Managing Director nor the whole-time director of the Company receives anyremuneration or commission from any of the Company's subsidiaries except sitting fee tothe whole-time director. Based on the recommendations of the Nomination and RemunerationCommittee Mr. Dinesh Kumar Jain who superannuated on 30th

September 2017 was re-appointed by the Board of Directors of the Company for a fixedterm of three years effective 1st October 2017 designated as Vice President(Corporate Affairs) & Company Secretary and continue to act as the Compliance Officerof the Company.


Pursuant to Section 134(5) of the Act your Directors confirm as under:

- that in the preparation of the annual accounts for the year ended 31stMarch 2018 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if any; - that the Directors have selectedsuch accounting policies and applied them consistently and made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year under review and of the loss of theCompany for that year;

- that the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;- that the Directors have prepared the annual accounts on a going concern basis;

- that the Directors have laid down internal financial controls that are being followedby the Company and that such internal financial controls are adequate and are operatingeffectively; and - that the Directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems are adequate and areoperating effectively.

Significant accounting policies followed by the Company and the required disclosuresare detailed in the Notes to the Financial Statements.

Further applicable Ind AS and related presentation and disclosure norms have beencomplied with.


The information required in terms of Section 134 of the Act read with Rule 8(3) of theCompanies (Accounts) Rules 2014 pertaining to the conservation of energy technologyabsorption and foreign exchange earnings and outgo to the extent possible in the opinionof your Directors and forming part of this Report is given in Annexure ‘B'.


The information pursuant to Section 197(12) of the Act read with Rules 5(1) 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014in respect of directors key managerial personnel and employees of the Company is given inAnnexure ‘C' and Annexure ‘D' respectively and forms part of thisReport.


Pursuant to the provisions of the Listing Regulations the Corporate Governance Reporttogether with the Auditors' Certificate thereon is annexed hereto as Annexure ‘E'and Annexure ‘F' respectively. Details of various components of remunerationand other disclosures pursuant to Clause IV of Para (B) of Section II of Part II ofSchedule V to the Act are given under the head ‘Directors' Remuneration' on page nos.25-26 of the Corporate Governance Report appended hereto as Annexure ‘E'. CORPORATESOCIAL RESPONSIBILITY

Pursuant to Section 135 of the Act read with the Companies (Corporate SocialResponsibility Policy) Rules 2014 the Company has constituted the Corporate SocialResponsibility (CSR) Committee of the Board of Directors which presently comprises offour members viz. Mr. Shiv Kumar Jatia Managing Director who chairs the Committeemeetings and Dr. Lalit Bhasin Mr. Dinesh Chandra Kothari and Mr. Pinaki MisraIndependent Non-executive Directors. The CSR policy as recommended by the CSR Committeeand approved by the Board of Directors in pursuance of Section 134(3)(o) of the Act isenclosed as Annexure ‘G' and forms part of this Report. Further the AnnualReport on CSR activities in pursuance of Rule 8 of the Companies (Corporate SocialResponsibility Policy) Rules 2014 describing inter-alia the initiatives taken by theCompany in implementation of its CSR Policy is enclosed as Annexure ‘H' andforms part of this Report.


The Company's Board is conscious of the need to periodically undertake the riskassessment and minimization procedures there-for. During the year under review the Boardin its meeting held on 27th May 2017 had approved and adopted a ‘RiskAnalysis Report as of 31st March 2017' delineating the mitigating factors inrespect of various risk factors identified therein and had noted that the Company hasadequate ‘Risk Assessment and Minimization Procedures' in place and that these areworking effectively.

Subsequent to the year under review the Board in its meeting held on 28thMay 2018 had also approved and adopted a ‘Risk Analysis Report as of 31stMarch 2018' delineating the mitigating factors in respect of various risk factorsidentified therein and further noted that the

Company has adequate ‘Risk Assessment and Minimization Procedures' in place andthat these are working effectively.


During the year under review five Board meetings were held details of which are givenin the Corporate Governance Report annexed to this Report as Annexure ‘E'.


The Company has in place a ‘Whistle Blower Policy' wherein all employees anddirectors of the Company are eligible to make protected disclosures to the competentauthority i.e. the Chairman of the Audit Committee with respect to any improper activityconcerning the Company. The policy provides for direct access to the Chairman AuditCommittee. During the year under review neither any case was reported under the WhistleBlower Policy nor was anyone denied access to the said competent authority or the AuditCommittee.

EXTRACT OF ANNUAL RETURN extract of Annual Return of the Company in the prescribedForm MGT-9 is annexed to this Report as Annexure ‘I'.


The Board of Directors of the Company has in place an evaluation criteria forassessment of its own performance that of the committees of the Board and the individualdirectors. The Board in its meeting held on 28th May 2018 has discussed itsoverall performance on the parameters as laid down in the Nomination Remuneration andevaluation Policy and SeBI's Guidance Note on Board evaluation and concluded that theBoard and its Committees have been performing efficiently. Further based on the aforesaidpolicy and the feedback received from fellow directors the Board also evaluated theperformance of the individual directors and found it satisfactory.

There was no action required to be taken during the year under review based on theprevious year's observations on the Board evaluation. Further no action is proposed to betaken based on the observations on the Board evaluation for the year under review.

The details of the evaluation criteria are enumerated in the Nomination Remunerationand evaluation Policy which is annexed as Annexure ‘J' and forms part of thisReport.


The independent non-executive directors of the Company namely Dr. Lalit Bhasin Mr.Dinesh Chandra Kothari Mr. Pinaki Misra and Mr. Ranjan Kishore Bhattacharya have givendeclaration describing that they continue to conform to the criteria set out for anindependent director under Section 149(6) of the Act read with the relevant regulations ofthe Listing Regulations and such declarations were taken on record by the Board on 28thMay2018 being its first meeting during the financial year 2018-19 . PARTICULARS OFCONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts arrangements or transactions entered in to by the Company during thefinancial year 2017-18 were in the ordinary course of business and were at an arm'slength basis. During the year under review the Company had not entered into any contractarrangement or transaction with related parties which could be considered material inaccordance with the Company's policy on materiality of related party transactions readwith the provisions of the Listing Regulations. Accordingly there are no transactionswhich are required to be reported in Form AOC-2 in pursuance of Section 188(1) of the Act.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act as applicable are provided in the

Notes to the financial statements.


The Nomination Remuneration and evaluation Policy as approved and adopted by theNomination and Remuneration Committee and the Board of Directors of the Companyenumerating the criteria laid down for nomination/selection appointment evaluation andremuneration of the directors and key managerial personnel; and determiningqualifications positive attributes and independence of directors and/or key managerialpersonnel is annexed as Annexure ‘J' and forms part of this Report.


During the year under review the Committee comprised of four members namely Dr. LalitBhasin Mr. Dinesh Chandra Kothari and Mr. Ranjan Kishore Bhattacharya IndependentNon-executive Directors and Mr. Shiv Kumar Jatia Managing Director. The terms ofreference of the Audit Committee and information on the Committee meetings held during theyear under review are detailed in the Corporate Governance Report annexed as Annexure‘E' and forms part of this Report. Further your Directors would like toinform that all the recommendations made by the Audit Committee during the year underreview were duly accepted by the Board.


During the year under review there has been no change in the nature of business of theCompany. dePosits

During the year under review the Company has not accepted deposits covered underChapter V of the Act.


The equity shares of the Company are listed on The National Stock exchange of IndiaLimited and BSe Limited. Further your Directors would like to inform that the Company haspaid up to date Annual Listing Fees to the respective Stock exchanges.


Pursuant to Para B of Schedule V to the Listing Regulations the Management Discussionand Analysis Report is given below:

Industry Structure & Developments and Opportunities & Outlook

The Indian economy is expected to grow at 7.4% during the year 2018 which couldincrease further to 7.8% in the year 2019 according to a report by the InternationalMonetary Fund. The Indian hospitality sector is expected to witness high growth over thelong term. Domestic travel high disposable income and the advent of better locations areexpected to drive this growth. India is expected to have 100000 start-ups by the year2025 which will not only create employment for millions of people but also provide animpetus to business travel and related events.

The Indian tourism and hospitality industry has emerged as one of the key drivers ofgrowth among the services sector in India. Tourism in

India has significant potential considering the rich cultural and historical heritagevariety in ecology terrains and places of natural beauty spread across the country.Tourism is also a potentially large employment generator besides being a significantsource of foreign exchange for the country.

The deepening penetration of internet usage and smart phones in India has led toincreased booking of hotels through online portals and applications in recent times. Thisis also expected to significantly enlarge the size of the Indian online hotel industry inthe coming years.

The hotel industry in India is significantly under-served. The entire country has justonly 100000 hotel rooms which needs to be doubled if India were to meet the demand ofnew tourists in the coming years. And this is where the Central and the State Governmentsshould be contributing with their policy reforms pro-actively.

Threats Risks and Concerns

Development of new regions like Aerocity pose threat to hotels in Delhi NCR. Aerocityhas managed to eat into the market share thus impacting the occupancy levels and roomrates of hotels in Delhi NCR. However no further addition in the supply of rooms infive-star segment is expected in the financial year 2018-19.

Further it is expected that threats from substitutes like Airbnb which has beensuccessful in europe and North America will pose new challenges to the organized hotelindustry. The cost of travel and accommodation in India is often higher than theneighboring countries. Further limited supply of hotels clubbed with higher cost oftravel and accommodation in India means that an increasing number of Indians prefer to goabroad for their holidays. Talent management is a major challenge for the hospitalitysector. Inadequate supply of quality talent and increased competition for talent withinthe sector and from competing service sectors has made attrition a significant issue to bedealt with.

Company's strategy for sustained growth in medium to long term

For the sustained growth of an organization it is imperative that it keeps exploringnewer opportunities of growth either through expansion or venturing in to new projects. Inits endeavor for sustained growth the Board of Directors of the Company is contemplatinghow to best utilize the additional FAR (Floor Area Ratio) of appox. 30000 sq. meterswhich is available to the Company in respect of the piece of land where its hotel HyattRegency Delhi is situated subject to payment of requisite charges to the authoritiesconcerned.

Review of Operational and Financial performance

The Company achieved aggregate revenue of Rs. 274.44 crore from operations for the yearended 31st March 2018. The said revenue in the prior year was Rs. 251.19crore. Detailed discussions are given under ‘Financial Results & the State ofCompany's Affairs' herein-above.

Segment wise performance

During the year under review your Company operated an integrated hotel business atonly one location i.e. New Delhi. Power generation the other business segment beingpursued by the Company is governed by a different set of risks and returns. Your Companyhas two

Wind Turbine Generators operating in Maharashtra but the quantum of assets as well asrevenue generated was not significant enough for reporting in terms of the applicableAccounting Standard.

Internal Control Systems including Financial Controls and their adequacy

The Company has standard operating procedures for each operational area. It has inplace adequate reporting systems in respect of efficiencies financial performanceoperational and reporting with respect to compliance of various statutory and regulatorymatters. As detailed above the Internal Auditors have regularly conducted exhaustiveaudits pertaining to different operational areas and their reports detailing theirfindings and observations were periodically placed before the Audit Committee. The AuditCommittee also takes stock of the actions taken on the observations of and recommendationsmade by the Internal Auditors.

The Company has in place adequate internal controls and systems including internalfinancial control over financial reporting.

Human Resources and Industrial Relations

An organization's success depends largely on its human resources its management andgood industrial relations. Your Company has always viewed human resource development as acritical activity for achieving its business goals. The Company has in place a Policyagainst Sexual Harassment and has also formed an Internal Complaints Committee as per theprovisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. During the year under review there was a complaint receivedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. The said complaint was addressed to the satisfaction of thecomplainant and reported in the annual return filed pursuant to the aforesaid Act.

The Company enjoys harmonious relationship with its employees. The Company had 743employees on its rolls as on 31st March 2018.


Your Directors place on record their sincere appreciation and gratitude to theCompany's valued customers the Government of India State

Government of Delhi and the Financial Institutions and Banks for their continuedsupport and confidence in the Company.

Your Directors also place on record their sincere gratitude to Hyatt International fortheir co-operation and guidance. Your Directors also commend the sincere efforts put in bythe employees at all levels for the growth of the Company.

For and on behalf of the Board
Place: New Delhi Shiv Kumar Jatia
Dated: 28th May 2018 Chairman & Managing Director
DIN: 00006187