Your Directors have pleasure in presenting their 33rd Annual Report togetherwith its Audited Financial Statements for the Financial Year ended March 31 2018.
The Financial Statements for the year ended March 31 2018 have been prepared inaccordance with Indian Accounting Standards (Ind AS) as per The Companies (IndianAccounting Standards) Rules 2015 notified under Section 133 of The Companies Act 2013(the Act') and other relevant provisions and amendments as applicable. The financialstatements for the year ended March 31 2017 have been restated to conform with Ind AS.
| || || || ||(Rs. in million) |
| ||Consolidated ||Standalone |
| || |
For the year ended
For the year ended
|Particulars ||March 31 2018 ||March 31 2017 ||March 31 2018 ||March 31 2017 |
|Revenue from Operations ||8155.80 ||7118.05 ||8155.80 ||7118.04 |
|Other Income ||356.98 ||1871.83 ||247.11 ||1871.86 |
|TOTAL INCOME ||8512.78 ||8989.88 ||8402.91 ||8989.90 |
|TOTAL EXPENSES ||5508.01 ||4907.36 ||5504.65 ||4906.28 |
|EBITDA before exceptional items ||3004.77 ||4082.52 ||2898.26 ||4083.62 |
|(Loss)/Profit before Exceptional items and Tax ||(230.77) ||633.18 ||(310.67) ||660.21 |
|Exceptional items ||(1217.52) ||- ||(1217.52) ||- |
|(Loss)/Profit before income tax ||(1448.29) ||633.18 ||(1528.19) ||660.21 |
|Tax Expense ||(519.54) ||(757.92) ||(519.54) ||(757.92) |
|(Loss)/Profit for the year ||(928.75) ||1391.10 ||(1008.65) ||1418.13 |
PERFORMANCE REVIEW :
The results of operations for the financial year 2018 compared to the financial year2017 were particularly affected by the following factors:
the completion of the demerger/merger and transfer of hotel retail andcommercial project at Whitefield Bengaluru into your Company effective November 1 2016as an entire business undertaking. Pursuant to the transfer the Company recognizedrevenues and expenses in relation to hotel operations and 324 keys at our hotel atWhitefield Bengaluru and lease income and expenses for the retail operations atWhitefield for five months in the financial year 2017 as compared to the full year in thefinancial year 2018; an increase in ADR and occupancy levels for our hotels fromRs.7821.71 and 67.46% respectively for the financial year 2017 to Rs.7857.55 and72.76% respectively for the financial year 2018;
an increase in your total number of keys from 2259 as of March 31 2017 to2328 as of March 31 2018; and decrease in profit on sale of investments to Rs.114.57million for the financial year 2018 from` 1301.24 million for the financial year 2017 wasdue to sale of equity in Associates held for sale in the financial year 2017.
Total income was Rs.8512.78 million for the financial year 2018 against Rs.8989.88million for the financial year 2017 due to lower other income
REVENUE FROM OPERATIONS
Revenue from operations increased by 14.58% to Rs.8155.80 million for the financialyear 2018 from Rs.7118.05 million for the financial year 2017 primarily due an increasein hospitality revenue from room income by 22.59% to Rs.4855.89 million for the financialyear 2018 from Rs.3961.01 million for the financial year 2017 Bengaluru due torecognition of room revenues in relation to hotel operations at Whitefield Bengaluruoperating revenues from the existing keys in line with an increase in ADR and occupancylevels together with an increase in the total number of keys; an increase in hospitalityrevenue from sale of food beverages by 21.25% to Rs.2821.93 million for thefinancialyear 2018 from Rs.2327.42 million for the financial year 2017
an increase in other hospitality revenue by 38.33% to Rs.717.11 millionfor the financial year 2018 from Rs.518.42 million for the financial year 2017
an increase in revenue from retail and commercial . operations by 71.35% toRs.240.77 million for the financial year 2018 from Rs.140.51 million for the financialyear2017
a decrease in other hospitality revenue in export benefits and entitlements by36.35% to Rs.200.33 million for the financial year 2018 from Rs.314.74 million for thefinancial year 2017 as per entitlements and availment; and
reversal in revenues booked in real estate operations of Rs.680.23million for the financial year 2018 and Rs.144.05 million for thefinancial . year 2017
Other income decreased by 80.93% to Rs.356.98 million for the financial year 2018from` 1871.83 million for the financial year 2017 primarily due to decrease in profit onsale of investments.
Total expenses increased by 12.24% to Rs.5508.01 million for the financial year 2018from` 4907.36 million for the financial year 2017 primarily due to an increase in foodand beverages consumed operating supplies consumed employee benefits expense and otherexpenses partially offset by a decrease in real estate development costs including dueto recognition of expenses in relation to hotel operations at our hotel at WhitefieldBengaluru and lease income and expenses for the retail operations at Whitefield financialyear 2017 as compared to the full year in the financial year 2018 and in line with ageneral growth in our business.
Earnings before interest depreciation amortisation and tax (EBITDA) beforeexceptional items stood at Rs.3004.77 million in the financial year 2018 as comparedto Rs.4082.52 million in financial year 2017.
(Loss)/Profit before exceptional items and tax stood at Rs.(230.77) millionin the financial year 2018 as against Rs.633.18 million in the financial year 2017.
Tax expenses Credit of Rs.(519.54) million for the financial year 2018 as comparedto Credit of Rs.(757.92) million for the financial year 2017 due to higher deferred taxcredit in the financial year 2017.
Total Income was at Rs.8402.91 million for the financial year 2018 as compared toRs.8989.90 million for the financial year 2017. Loss for the year was at Rs.1008.65million for the financial year 2018 as compared to profit of Rs.1418.13 million for thefinancial year 2017.
During the year 2013-14 Hindustan Aeronautics Limited (HAL) had raised an objectionwith regard to the permissible height of buildings of the Company's Bengaluru ResidentialProject ("Project"). Pursuant to an interim order passed by the theKarnatakaHigh Court in the petition filed Company had suspended construction activity at theProject and sale of flats.
Pending the outcome of the proceedings and a final closure of the matter your Companysuspended revenue recognition based on the percentage completion method after financialyear ended March 31 2014. Further in case of cancellations subsequent to March 31 2014your Company reversed the revenue and derecognised margins in the respective year ofcancellation. Your Company also recompensed flat owners in accordance with mitigationplans framed by the Company on account of the delay in completion of the Project.
During the year ended March 31 2018 without prejudice to its rights and remediesunder law and keeping the commercial considerations in perspective the Board of Directorsof the Company decided that the Company should evaluate options that would allowre-commencement of construction. Accordingly your Company has reassessed the costimplications and the impact thereof up to March 31 2018 have been provided for in thefinancial statements. Please refer Note No. 37 of the Notes to Accounts of the Standaloneand Consolidated Ind AS Financial Statement.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING for five months in the THEFINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIALYEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Subsequent to the Balance Sheet date the Promoter-Directors of the Company haveentered into an agreement to provide funds to the Company either by themselves or throughtheir
Nominees to meet its cash flow requirements for the Project to the extent of Rs.2000million by way of subscription to 0'% Non-Cumulative Non-convertible RedeemablePreference Shares of the Company for which a Subscription Agreement has been executed bythem. The proceeds of issue of Preference Shares will be deposited in a separateDesignated Bank Account of the Company and will be utilised for meeting future cashoutflows of the Project.
The redemption of Preference Shares shall be at the end of 20 years from the date ofissue or earlier out of surplus from the Project subject to applicable law/s.
(LOSS)/PROFIT FOR THE YEAR
The Consolidated loss for the year was Rs.(928.75) million as compared to profit ofRs.1391.10 million for the previous year.
This was largely due to profit on sale of investments in the previous year.
The aggregate borrowings of the Company stood at Rs.27253.09 million as onMarch 31 2018 as compared to Rs. 26358.73 million in the Previous Year endedMarch 31 2017. The foreign currency borrowings stood at US$ 75.85 Million as of March 312018 (US$ 87.05 Million as at March 31 2017).
The Company has neither accepted nor renewed any deposits during the year under review.
LOAN FROM DIRECTORS
During the year under review the Company has not accepted loans from any of itsDirectors.
LOANS GUARANTEES OR INVESTMENTS
Your Company is exempt from the provisions of Section 186 of the Companies Act 2013("Act") with regard to Loans and Guarantees. Details of Investments made by theCompany are given in the notes to the Financial Statements.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review the Company earned foreign exchange of Rs.461 crores fromservices to hotel guests. The total foreign exchange outgo during the year was Rs.89.80crores towards import of capital goods payment towards technical and consultation feesdesign services travelling expenses and reimbursements of costs and other expenses.
CONVERSION INTO A PUBLIC LIMITED COMPANY
Pursuant to receipt of necessary approvals from the Registrar of Companies MumbaiMaharashtra your Company was converted into a Public Limited Company with effect fromJune 6 2018.
Your Company is proposing a capital raise through an Initial Public Offering. TheCompany is in the process of seeking relevant approvals for the same.
SUBSIDIARIES AND ASSOCIATE COMPANIES
Magna Warehousing & Distribution Pvt. Ltd. Chalet Hotels & Properties (Kerala)Pvt. Ltd. and Grandwell Properties & Leasing Pvt. Ltd. were the subsidiaries of yourcompany during the year under review. Magna Warehousing & Distribution Pvt. Ltd. hasbeen amalgamated with your Company on March 31 2018 and has ceased to exist from thatdate. The Financial Statements of the Company have been drawn as per Ind AS taking intoconsideration the financials from November 01 2016 i.e. the Appointed Date for theamalgamation.
Your Company has transferred its entire investment in Grandwell Properties &Leasing Pvt. Ltd.(Grandwell) during the year and therefore Grandwell ceased to be itssubsidiary w.e.f. March 31 2018.
Chalet Hotels & Properties (Kerala) Pvt. Ltd. and Grandwell
Properties & Leasing Pvt. Ltd. had insignificant or no operations during the yearunder review.
The Consolidated Financial Statements of your Company and its Subsidiaries prepared inaccordance with the relevant Accounting Standards duly audited by the Statutory Auditorsform a part of the Annual Report and are reflected in the
The statement under Rule 8 of the Companies (Accounts) Rules 2014 relating toSubsidiaries is annexed as an Annexure I to this report.
MERGERS AND AMALGAMATIONS
Your Company has filed two schemes of Arrangement with the
National Company Law Tribunal (NCLT) one for amalgamation of its fully ownedsubsidiary Magna Warehousing & Distribution Private Limited (Magna) and the other fordemerging the Hotel and Retail undertakings at Bengaluru of Genext Hardware & ParksPrivate Limited (Genext) with it.
The Appointed Date for amalgamation of Magna was November 1 2016. The Company hasreceived the order of the NCLT approving the Scheme of Arrangement during the year underreview by virtue of which all the Assets and Liabilities of Magna stand transferred toand vested in your Company with effect from March 31 2018 the Effective Date of theScheme. The Appointed Date for demerger by Genext was November 1 2016. The Company hasreceived the order of the NCLT approving the Scheme of Arrangement during the year underreview by virtue of which the Hotel Undertaking and the Mall Undertaking at WhitefieldBengaluru stand vested in the Company with effect from October 1 2017 the Effective Dateof the Scheme.
During the year Mr. Sanjay Sethi Managing Director & CEO ceased to be in theemployment and accordingly ceased to be the Managing Director & CEO from October 12017. Mr. Sethi rejoined the Company on February 05 2018 as a CEO and was subsequentlyappointed as an Additional Director on the Board of Directors and as Managing Director& CEO of the Company w.e.f. February 09 2018.
He holds office up to the date of the forthcoming Annual General Meeting ('AGM'')of the Company. The Board recommends his reappointment for which the approval of theshareholders will be sought at the ensuing Annual General Meeting of your Company.
During the course of the financial year under review Mr. Rajeev Chopra Mr. Arthur DeHaast and Mr. Rajeev Newar joined the Board of Directors of the Company.
Mr. Rajeev Newar was appointed as Executive Director w.e.f. August 03 2017 and ChiefFinancial Officer of the Companyw.e.f. May 1 2018. Mr. Ramesh M. Valecha has ceased to bean Executive Director w.e.f. August 1 2017. Mr. Chandru L. Raheja has resigned from theBoard of Directors of the Company with effect from April 26 2018. Further Mr.Ramesh M. Valecha and Mr. Rajeev Chopra have resigned from the Board of Directors of theCompany with effect from May 2 2018.
Mr. Hetal Gandhi Mr. Conrad D'Souza and Mr. Arthur De Haast who have been associatedwith the Company as Non-Executive Directors have been formally appointed as Non-Executive& Independent Directors for a period of 5 years with effect from June 12 2018. Ms.Radhika Piramal has been inducted into the Board of Directors as Non-Executive &Independent Director for a period of 5 years with effect from June 12 2018. The Board ofDirectors of the Company have appointed Mr. Hetal Gandhi as Chairman of the Board ofDirectors of the Company with effect from June 12 2018.
NUMBER OF BOARD MEETINGS
During the year 2017-2018 the Board of Directors met six times.
DIRECTORS' RESPONSIBILITY STATEMENT
On the basis of internal financial control framework and compliance systems in placeand the work carried out by the Internal and Statutory Auditors including audit ofinternal financial controls over financial reporting and internal reviews performed by theManagement and the Audit Committee the Board is of the opinion that your Company'sinternal financial controls were reasonable and adequate for the Financial Year 2017-18.
Accordingly pursuant to Section 134(5) of the Act the Board of Directors to the bestof their knowledge and ability confirm that:
(i) In the preparation of the accounts for the year ended March 31 2018 theapplicable accounting standards have been followed along with proper explanation relatingto material departures;
(ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent in order to give a trueand fair view of the state of affairs of your
Company at the end of the financial year and of the profit of your Company for thatperiod;
(iii) The Directors have taken proper and sufficient care to the best of theirknowledge and ability for the maintenance of adequate accounting records in accordancewith the provisions of the Act for safeguarding the assets of your Company and forpreventing and detecting fraud and other irregularities;
(iv) They have prepared the Financial Statements for the financial year ended March 312018 on a going concern' basis; (v) The Directors have laid down internal financialcontrols for the company which are adequate and are operating effectively;
(vi) The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and are operating effectively.
Mr. Conrad D'Souza Mr. Hetal Gandhi and Mr. Neel C. Raheja are members of the AuditCommittee of the Company. The Audit Committee met five times during the year under review.The Company's standalone and consolidated financial statements for the year were reviewedby the Audit Committee at its meeting held on June 12 2018 and recommended the same forapproval by the Board of Directors.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
As per Section 135 of the Companies Act 2013 read with the Companies (Corporate SocialResponsibility) Rules 2014 a CSR Committee has been duly constituted. The Committee hasrecommended to the Board of Directors a CSR Policy indicating the broad philosophy andobjectives. As per Section 135 of the Companies Act 2013 a Company is required to spend2% of the Average Net Profits made by the Company in the immediately preceding threefinancial years for CSR activities. In the case of the Company average net profits arenegative and therefore there was no obligation towards CSR for the Financial Year underreview. Details with regard to CSR have been annexed as Annexure II.
COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT REMUNERATION AND DISCHARGE OFDUTIES
The provisions of Section 178 of the Companies Act 2013 were not applicable to theCompany. However the Company has a Remuneration Committee which approves the remunerationpayable to Directors.
At the Annual General Meeting of the Company held on September 22 2017 M/s B S R& Co. LLP Chartered Accountants (Firm Registration No. 101248W/W-100022) wereappointed as the Statutory Auditors for a term of five consecutive years.
EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS ADVERSE REMARKS OR DISCLAIMERSMADE BY THE AUDITORS
There are no qualificationsreservations or adverse remarks or disclaimers made bystatutory auditors in their report on the financial statements for the year 2017-2018.However the statutory auditor has drawn attention i.e. an Emphasis of Matter with regardto Note No 43(c) and Note No 42(b) of the Standalone Financial Statements in theirreport details of which are as follows:
(1) Note 43 (c) in respect of the entire building comprising of the hotel andapartments therein purchased together with a demarcated portion of the leasehold rightsto land at Vashi (Navi Mumbai) from K. Raheja Corp Private Limited on which theCompany's Four Points by Sheraton Hotel has been built. The allotment of land by City& Industrial Development Corporation of Maharashtra Limited (CIDCO') to K RahejaCorp Private Limited has been challenged by two public interest litigations and the matteris currently pending with the Honorable Supreme Court of lndia. Pending the outcome ofproceedings and a final closure of the matter no adjustments have been made in thestandalone Ind AS financial statements as at and for the year ended 31 March 2018 to thecarrying value of the leasehold rights (reflected as prepayments) and the hotel assetsthereon aggregating to Rs.506 million Rs. 535 million and Rs.574 million as at 31 March2018 31 March 2017 and 1 April 2016 respectively; and
(2) Note 42 (b) in respect of the Scheme of Arrangement (the Scheme') betweenGenext Hardware & Parks Private Limited (Genext') and the Company for demergerof the Hotel undertaking and Retail undertaking (demerged undertaking') of Genextwhich has been approved by the National Company Law Tribunal (NCLT') at Mumbai andBengaluru and other regulatory authorities on 11 September 2017 with effect from theAppointed date specified in the Scheme i.e. 1 November 2016. The Scheme has been accountedin the manner prescribed by the NCLT order i .e. the book values of the assetsliabilities and reserves of the demerged undertaking of Genext as of 1 November 2016 havebeen recorded by the Company and the identity of the reserves have been maintained. Theexcess of the book value of the net assets and reserves of the demerged undertaking ofGenext acquired over the face value of the shares issued by the Company amounting toRs.189.53 million has been debited to Goodwill in accordance with the Scheme. Thisaccounting treatment is different from that prescribed under Ind AS 103 on BusinessCombination.
The auditor has clarified that their opinion is not qualified in respect of thesematters.
Secretarial Audit in terms of Section 204 of the Companies Act 2013 is not applicableto the Company for the year under review.
Pricewaterhouse Coopers Private Limited have been appointed as the Internal Auditors ofthe Company for the year 2017-18.
EXTRACT OF THE ANNUAL RETURN
The extract of the Annual Return for the Financial Year 2017-2018 is annexed hereto asan Annexure III to the Report.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
In line with the requirements of the Act your Company has formulated a policy ondealing with Related Party Transactions ('RPTs'') The Policy intends to ensure thatproper reporting approval and disclosure processes are in place for all transactionsbetween the Company and Related Parties. RPTs are placed before the Audit Committee andthe Board for review on a quarterly basis.
The transactions/arrangements with Related Parties were in accordance with the RelatedParty Framework approved by the Board and on Arm Lengths basis as well as in the ordinarycourse of the Company's business as defined therein. These transactions have been reviewedby the Audit Committee and the Auditors.
The particulars of contracts and/or transactions with Related Parties required to bereported as per Section 188 is furnished as an Annexure IV to this Report.
RISK MANAGEMENT POLICY
Your Company has adopted a Risk Management Policy pursuant to the provisions ofSection 134 of the Act to identify and evaluate business risks and opportunities formitigation of the same on a continual basis. This framework seeks to create transparencyminimize adverse impact on business objective and enhance your Company's competitiveadvantage.
The Risk Management framework defines the risk management approach across theenterprise. Your Company is faced with risks of different types each of which needvarying approaches for mitigation. Details of various risks faced by your Company areprovided in the Management Discussion and Analysis.
VIGIL MECHANISM POLICY
Your Company has in accordance with Section 177 of the Companies Act 2013 drawn aVigil Mechanism Policy for its Directors and Employees to enable reporting of anywrongdoing within the company/branches/hotels that falls short of the Company's businessprinciples on ethics and good business practices.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has in place an adequate system of internal control covering all corporatefunctions and franchise hotels. The Internal control systems provide assurance regardingthe effectiveness and efficiency of operations safeguard of assets reliability offinancial control and compliance laws. The operations of the hotel are largely managedthrough globally reputed hospitality company which have their internal control systems inplace.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS COURTS OR TRIBUNALS IMPACTING THEGOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
- K Raheja Corp Pvt Limited (KRC) was allotted the land by CIDCO. The Hotel &Apartments at Vashi Navi Mumbai were subsequently acquired by your company from K RahejaCorp Pvt Limited.
Hon'ble Bombay High Court had cancelled the allotment of land by CIDCO to KRC andinstructed vacation of premises inter-alia comprising the Hotel & Apartments atVashi Navi Mumbai. Upon a Special Leave Petition being preferred before the Hon'bleSupreme Court the Court had ordered maintaining status quo in the matter. The case is yetto be disposed-off and hence sub-judice. CIDCO had also passed an Order in December 2014directing vacation of the open space used as entry and exit points to the hotel on thesame property. A Writ petition against the Order is pending before the Hon'ble Bombay HighCourt which has also ordered that status quo is to be maintained.
- With regard to the Company's residential development project at Bengaluru the sameis on hold as the matter is subjudice before the Hon'ble Karnataka High Court on accountof a dispute on the permissible height of the structure. Your company as well as HindustanAeronautics Ltd. (HAL) have filed their respective objections/ cross objections. An orderof the court is awaited. Your company has received legal advice based on which themanagement expects a favourable outcome.
During the year under review your Company had issued 18953040 Equity Shares ofRs.10/- each and 1600 Non-Cumulative Redeemable Preference Shares of Rs.100000/- withapplicable each to the shareholders of Genext Hardware & Parks Pvt. Ltd. asconsideration for the Hotel Undertaking and Retail Undertaking which were acquiredpursuant to the Scheme of Arrangement. With this issue the paid-up Equity Share Capitalhas gone up from Rs.1521422530 /- to Rs.1710952930. The Preference Share Capital ofthe Company is Rs.160000000/-.
THE SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION &REDRESSAL) ACT 2013
During the year under review your Company received 3 complaints on sexual harassmentall of which have been resolved and appropriate action taken wherever necessary. Thereare no pending cases. Workshops have been conducted to promote awareness on the issue.
HUMAN CAPITAL INITIATIVES & PARTICULARS OF EMPLOYEES
Your Company focuses on building on the capability of its employees through trainingand development and work life balance. During the year under review your Company hasundertaken various training initiatives for nurturing and developing talent.
A statement containing information relating to employees as required by Rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexedas an Annexure V to this report.
Your Directors express their sincere appreciation for the assistance and co-operationreceived from the regulatory and statutory authorities government and its agencies banks& financial institutions vendors and service providers. Your Directors place onrecord their gratitude to the employees at all levels.
For and on behalf of the Board of Directors of
Chalet Hotels Limited
SANJAY SETHI RAJEEV NEWAR
Managing Director & CEO Executive Director & CFO
DIN: 00641243 DIN: 00468125
Date: June 12 2018