DIRECTORS’ REPORT
Dear Shareholders,
The Directors are pleased to submit 51st Annual Report of Viceroy Hotels Limited (VHL) along with the audited financial statements for the financial year ended March 31,2016. Consolidated performance of the Company and its subsidiaries has been referred to wherever required.
PERFORMANCE / FINANCIAL RESULTS
The financial performance of the Company, for the year ended March 31, 2016 is summarized below:
(Rupees in Lakhs)
PARTICULARS
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STANDALONE
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CONSOLIDATED
|
|
2015-16
|
2014-15
|
2015-16
|
2014-15
|
Income from Operations
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8422.21
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7730.11
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12411.57
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10976.73
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Other Income
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57.84
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28.98
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62.85
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31.16
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Total Revenue
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8480.06
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7759.08
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12474.43
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11007.89
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Profit before Interest and Depreciation
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(3100.54)
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(3058.43)
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3279.59
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3350.85
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Interest
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2483.47
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2414.34
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2704.27
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2546.32
|
Depreciation
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1053.70
|
1152.35
|
1339.85
|
1409.49
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Profit before Tax and Extraordinary Items
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(436.63)
|
(508.26)
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(764.53)
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(604.95)
|
Extraordinary Items
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1855.67
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0
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1855.67
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0
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Provision for Current Tax
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0
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0
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0
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0
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Deferred Tax
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13.49
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2.88
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2.66
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(3.01)
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Profit after Tax
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1432.53
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(505.38)
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1093.80
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(607.97)
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DIVIDEND
The Board does not recommend any dividend for the financial year.
SUBSIDIARIES
The Company has 5 subsidiaries as on March 31,2016. There has been no material change in the nature of the business of the subsidiaries.
Cafe D Lake Private Limited:
M/s Cafe D’Lake Private Limited which operates all the restaurants businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat Street and Water Front has achieved a turnover of Rs.39.94 Crores for the year ended 31st March, 2016 as against Rs.32.48 Crores for previous year. However, there was a net Loss of Rs.2.40 Crores for the year ended 31st March, 2016as against the Net profit of Rs.0.20Coresfor the previous year.
Frustum Products Private Limited:
During the year under review there is no income from operations. The net loss for the year ended 31st March, 2016 is Rs.0.97 Crores as against net loss of Rs.1.22 Crores in the previous year.
Viceroy Chennai Hotels & Resorts Private Limited:
Viceroy Chennai Hotels & Resorts Private Limited has not commenced operations as on date.
Minerva Hospitalities Private Limited:
Minerva Hospitalities Private Limited has not commence operations as on date.
Banjara Hospitalities Private Limited
A new wholly owned subsidiary with name Banjara Hospitalities Private Limited has been incorporated during the year under review. Pursuant to the Assignment Agreement entered between Central Bank of India and Edelweiss Asset Reconstruction Company Limited (EARCL), Viceroy Hotels Limited transferred its undertaking comprising land situated at Visakhapatnam along with associated Secured Loan of Rs.90.70 Crores to the Banjara Hospitalities Private Limited by way of slump sale. The details of slump sale has-been provided underpointNo.37 of notes to accounts.
ASSOCIATE
Viceroy Bangalore Hotels Private Limited
Viceroy Bangalore Hotels Private Limited is the Associate Company of Viceroy Hotels Limited.
FINANCIALINFORMATIONABOUTSUBSIDIARIESANDASSOCIATECOMPANIES
Pursuant to First Proviso to Sub-section (3) of Section 129 read with Rule 5 of Companies (Accounts) Rules 2014, a statement containing summary of financial information of Subsidiaries and Associate Companies is provided in “Form AOC-I” as Annexure-I to this report. As per the provisions of section 136 of the Act, the financial statements of the Company, consolidated financial statements along with relevant documents and separate audited accounts in respect of subsidiaries, are available on the website of the Company.
DIRECTORS
Mr. P. Chakradhar Reddy has reappointed by the shareholders in 50th Annual General Meeting held on September 29. 2015.
Mr. Devraj Govind Raj has been Appointed as Additional Director of the Company (under Independent Category) with effect from May 30, 2016. As per the terms of appointment his term of office is for 5 consecutive years, subject to approval of the Members of the Company at the ensuing Annual General Meeting. The above appointment was based on the recommendation of the Nomination and Remuneration Committee.
In accordance with Section 152 of the Companies Act, 2013, Mrs. P Kameswari, Director of the Company retires by rotation in the ensuing Annual General Meeting to be held on September 29, 2016 and being eligible, offered herself for re-appointment. The Board recommends here-appointment.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, with respect to Directors’ Responsibility Statement, it is hereby confirmed that:
i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
ii. Such accounting policies as mentioned in the notes to the financial statements have been selected and applied consistently and judgments and estimates that are reasonable and prudent made so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 2015-16 and of the profit or loss of the Company for that period;
iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud an do their irregularities;
iv. The annual accounts for the year2015-16 have been prepared on a going concern basis.
v. Those proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.
vi. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
MEETINGS OF THE BOARD OFDIRECTORS DURING THE FINANCIALYEAR
Five (5) meetings of the board were held during the year. For details of the meetings of the board, please refer to the corporate governance report, which forms part of this report.
BOARD EVALUATION
Pursuant to the provisions of the Companies Act, 2013 and SEBI Regulations, the Board has carried out the annual performance evaluation of its own performance of the Directors individually, as well as the evaluation of the working of its Audit and other committees of the Board.
In a separate meeting of independent Directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and nonexecutive directors. The same was discussed in the board meeting that followed the meeting of the independent Directors, at which the performance of the Board, its committees and individual directors was also discussed.
POLICY ON DIRECTORS’ APPOINTMENTAND REMUNERATION AND OTHER DETAILS
The Company’s policy on directors ‘appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors’ report.
INTERNAL FINANCIAL CONTROL SYSTEMSANDTHEIR ADEQUACY
The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis, which forms part of this report.
AUDITCOMMITTEE
The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.
STATUTORYAUDITORS
Pursuant to the provisions of Section 139(2) of the Companies Act, 2013 and all other applicable provisions and rules made there under, M/s. P. Murali & Co, Chartered Accounts, Hyderabad, has been appointed by the Shareholders of the Company in their 49th Annual General Meeting held on September 26, 2014, for a period of three years (i.e. till the conclusion of 52nd Annual General Meeting) subject to the ratification at every subsequent Annual General Meeting held during the above period. They have confirmed their eligibility under Section 141 of the Companies Act, 2013 and Rules framed there under, for their appointment as Auditors of the Company.
AUDITOR’SOBSERVATIONS
Point No. (vii):
The Board is of the view that with improved business scenario the company will be able to clear all the TDS dues and hopeful and committed to their level best to streamline the same in future.
Point No. (viii):
The Management is committed to repay all the Banks and Institutional dues and making all sincere efforts for this purpose.
SECRETARIALAUDIT
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Company has appointed M/s. A.N.Sarma& Co., Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the Financial Year 2016-17. The Secretarial Audit Report for the year ended 31st March, 2016is annexed herewith as Annexure-VII to this Report.
INTERNALAUDITOR
Mr. J. Dasvanth Kumar, who is also an employee of the Company, misacting as Internal Auditor of the Company. PARTICULARSOFLOANS, GUARANTEESANDINVESTMENTS
The particulars of loans, guarantees and investments under section 186 of Companies Act, 2013, have been disclosed in the financial statements.
PUBLICDEPOSITS
During the year under review, your Company has neither invited nor accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
CHANGE IN THE NATURE OF BUSINESS
There is no change in the nature of business of the Company.
THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS.
There were no non-compliances by the company and no instances of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.
MATERIALCHANGESANDCOMMITMENTS
There are no material changes and commitments in the business operations of the company for the financial year ended 31st March, 2016to the date of signing of the Director’s Report.
INFORMATION TO BE FURNISHED UNDER COMPANIES (APPOINTMENTAND REMUNERATION OF MANAGERIAL PERSONNEL) RULES,2014.
Disclosure of information under Rule 5 (i) of Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 is enclosed as Annexure-VIII to the Directors Report.
STATEMENT UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.
There are no employees drawing remuneration of more than the amount specified under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) rules 2014.
EMPLOYEERELATIONS
The relationship with the employees continues to be cordial. The Directors would like to place on record their appreciation of the services rendered by all the employees of the Company.
ENERGYCONSERVATION,TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGEEARNINGSANDOUTGO
The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies(Accounts) Rules, 2014, is provided as point Nos. 31 & 32 under notes to Accounts of Balance Sheet and Profit and Loss Account
EXTRACT OFANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of annual return is given in Annexure-VI in the prescribed Form MGT-9, which forms part of this report.
LISTING
The Equity Shares of your Company are listed on the BSE Limited and the National Stock Exchange of India Limited. It may be noted that there are no payments outstanding to the Stock Exchanges byway of Listing Fees, etc. for the financial year under review.
CORPORATEGOVERNANCE
Management Discussion & Analysis is enclosed as Annexure-III to this report and Report on Corporate Governance is enclosed as Annexure-IV to this Board Report. A Certificate from the Auditors of the Company regarding compliance with the Corporate Governance Norms stipulated also annexed to the Corporate Governance Report.
FAMILIARISATION PROGRAM TO INDEPENDENT DIRECTORS
Details of the familiarization program of the independent directors are available on the website of the Company (URL: www.viceroyhotels.in).
POLICY ON MATERIAL SUBSIDIARIES
Policy for determining material subsidiaries of the Company is available on the website of the Company (URL: www.viceroyhotels.in).
VIGIL MECHANISM AND WHISTLE BLOWER POLICY
The details of Vigil Mechanism and Whistle Blower Policy are available under Corporate Governance Report which forms part of Directors Report.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL)ACT, 2013.
Your Company has in place the Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) has been set up to redress complains received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
No. of sexual harassment complaints received: Nil
TRANSACTIONS WITH RELATED PARTIES
Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-II in Form AOC-2and the same forms part of this report.
POLICYON RELATED PARTYTRANSACTIONS
Policy on dealing with related party transactions is available on the website of the Company (URL: www.viceroyhotels.in).
INSIDERTRADING
Pursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, the code of Conduct and Code on Fair Disclosure and these code are available on the website of the company (URL: www.viceroyhotels.in).
ACKNOWLEDGMENTS
Your Directors thank the various Departments of Central/State Government, SEBI, Stock Exchanges, RBI, MCA and other Regulatory Bodies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. Shareholders, customers, bankers, suppliers and other business associates for the excellent support received from them. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution and confidence reposed in the management.
By Order and on behalf of the Board For Viceroy Hotels Limited
Hyderabad
August 13,2016 Sd/-
P. Prabhakar Reddy
Chairman & Managing Director
DIN:01442233
Regd. Office : #Plot No.20, Sector-I,
Survey No.64, 4th Floor, HUDA Techno Enclave,
Madhapur, Hyderabad - 500 081, Telangana.
Tel : 91 40 - 23119695
E-mail : secretarial.viceroy@gmail.com
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