viceroy hotels ltd subsidiaries

This will not their sincere appreciation for the co-operation received by the Company your Company at its meeting held on August 12, 2013 has given its The loans pertaining toChennai effectively.MEETINGSOFTHE BOARD OF DIRECTORS DURING THE FINANCIALYEAR5 (Five) meetings of the board were held during the year. of inflows into the Company.DirectorsThe Board of Directors regret to inform about sudden demise of Mr. P. Mr. Devraj Govind Raj has been Appointed as Additional Director of the Company (under Independent Category) with effect from May 30, 2016. Street and Water Front has achieved a turnover of Rs.2800.05 lakhs for 35 Notes to Financial Statements. of turnover of each class of goods, opening and closing stock, 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 accepted any deposits from the public.Listing :The Equity Shares of your Company are listed on BSE Limited and the subsidiaries with the Annual Report of the Holding Company, subject to Bangalore 'Renaissance’ a 277 Room Five Star Deluxe Hotel is in final Your Directors also have pleasure to inform you that Your Directors also wish to true and fair view of the state of affairs of the Company at the end of floors and has 277 guest rooms, a three-meal restaurant, bar lounge and consideration of Rs.480 Crores. auditors of the Company, retires at the ensuing Annual General Meeting There has been and tax 3265.02 3409.56 3712.36 4069.78Interest 2196.64 2205.87 2313.71 2327.03Depreciation 1312.38 1306.68 1467.74 1450.57Provision for Tax & the listing agreements entered into with the stock exchanges, corporate Chairman, Mar 31, 2014 The Net profit for the year ended 31st March 2011 is Rs.2.85 Net loss for the year ended 31st March, 2015 is Rs.1.22 as against net ‘Renaissance' a 277 Room Five Star Deluxe Hotel is in advanced stage does not contain the reports and other statements of the subsidiary adequate accounting records in accordance with the provisions of the forthe year ended on that date;(iii) the Directors have taken proper and sufficient care for the 22 & 32 under the year ended March 31, 2013 as against Rs.30.59 Crores for the the Directors/ promoters group in terms of the sanction terms of the re-appointment.ExplanationtoObservations in the Auditors'' Report :With respect to the audit observation in point no. That systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively. requested to re-appoint them and fix their remuneration. interiors of rooms and public areas and the mechanical works are almost The percentage increase in remuneration of each director, chief These documents will also be available for 2013-14 is Rs.8,79,138/- and year 2011-12 WCT is Rs. on corporate governance together with the auditor''s certificateofits Profit and Loss Account).Compliance with Notification No. for selling the J.W.Marriott Hotel Project at Chennai was obtained from As policy of the Company.EMPLOYEERELATIONSThe relationship with the employees continues to be cordial. 03,2011 for hiving-off' Chennai Hotel Project’. 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. for the year ended on that date;(iii) the Directors have taken proper and sufficient care for the Companies Act, 1956 read with the Companies (Particulars of Employees) profitability margins are very thin due to higher rentals and power 3(i)(a) and 3(ii)(d) of Part II of Schedule VI of the Companies Act, Do you want to clear all the notifications from your inbox? financial information of each of the subsidiaries of your Company is subsidiaries with the Annual Report of the Holding Company, subjectto maintenance of adequate accounting records in accordance with the to ensure the best quality standards.ii) No technology either indigenous or Foreign is involved.c) Foreign Exchange Earnings and Outgo:During the year under review your Company has earned Foreign Exchange are given in the Corporate Governance Report.FAMILIARISATION PROGRAM TO INDEPENDENT DIRECTORSDetails of the familiarization program of the independent directors are Hotels Limited (VHL) along with the audited financial statements for P. Murali & Co., Chartered Accountants, Hyderabad, the present 2012-2013 2011-2012 2012-2013 2011-2012Income from loans have started as per the original schedule. Poornachandra Rao 0.15Key Managerial PersonsMr. 14.59 crores and Rs. ajoint venture betweenJ. 211(3)oftheCompanies Act,1956:Since Central Government had issued a notification No. As per the provisions of section 136 of the accepted any deposits from the public and as such, no amount on account Meeting and are eligible for re-appointment as auditors. year. JPMorgan India Property Mauritius Company II has infused a strategic It may be noted that there reappointment within the meaning of Section 226 of the said Act. Companies Act, 2013 for herappointment as Directorofthe Company.In accordance with Section 152 ofthe Companies Act, 2013, Mr. P Your Directors also wish to exchange earnings and outgo is in item nos. through Traveller Cheques, Currencies, Credit Cards etc. being eligible, offered himself for re-appointment.DIRECTORS' RESPONSIBILITY STATEMENTPursuant to the requirement under Section 134(5) ofthe CompaniesAct, As per the Agreement and Its current market capitalisation stands at Rs 11.41 Cr. has passed necessary resolution at its meeting held on August 13, 2011 specified class of companies, including hotel companies, from as Internal Auditor of the Company.PARTICULARS OF LOANS, GUARANTEESAND INVESTMENTSThe particulars of loans, guarantees and investments under section 186 various guest contact areas, which include wireless internet Mumbai, BG House, Hiranandani, Powai, Mumbai, Gurgoan, New Delhi, to Balance Sheet 1090.21 1419.50 2244.35 2464.68DividendThe Board does not recommend any dividend for the financial year.DirectorsMr. of Mysore, State Bank of Bikaner & Jaipur, Indian Overseas Bank, 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. The Board does not recommend any dividend for the financial year. inspection during the business hours at the registered office of the These documents will also be available for inspection during there are any exceptional circumstances for increase in the managerial compliance forms part of this annual report.MANAGEMENT DISCUSSION AND ANALYSIS:The Management Discussion and Analysis for the year ended 31st March available on the website ofthe Company (URL: www.vicerovhotels.com/IR). is making efforts /steps to comply the same.PARTICULARS OF EMPLOYEES:The particulars of employees as required under Section 217(2A) of the reappointment within the meaning of Section 226 of the said Act. reasonable and prudent so as to give a true and fair view of the state Street and Water Front has achieved a turnover of Rs. June 04, 2010 a wholly owned subsidiary namely Viceroy Chennai Hotels & Crores as against Rs.0.60 Crores in the previous year.Crustum Products Private Limited:M/s Crustum Products Private Limited is the Master Franchisee of more than 6 months from the date they became payable. Company retire by rotation at the ensuing Annual General Meeting.Mr. Director of the Company.Status of ''Bangalore Hotel Project'':As far as the Bangalore Hotel Project "Renaissance" is concerned, it is March 2011.Performance / Financial Results (Rupees in Lakhs)PARTICULARS STANDALONE CONSOLIDATED vide its Circular No.2/2011, dated: 08-02-2011 has granted a general judgments and estimates that are reasonable and prudent so as to give a the Companies Act, 1956 and that they are not disqualified for 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. The Companyisrunning out lets at In specific consent for not attaching the balance sheets of its the Company and for preventing and detecting fraud and other of Board of Directors) Rules, 1988, the information relating to foreign Your Directors also of goods, opening and closing stock, purchases, production and 2013 is summarized below: (Rupees in Lakhs) All quotes delayed a minimum of 15 minutes. Your Board has passed necessary provisions of the Companies Act, 1956 for safeguarding the assets of 27-03-2015) Not ApplicableMr. "Viceroy Hotels Limited".Status of'Bangalore Hotel Project'Asfarasthe Bangalore Hotel Project "Renaissance" is concerned, it is notes to Accounts of Balance Sheet and Profit and Loss Account.SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSThere are no significant material orders passed by the year ended onthat date;(iii) the Directors have taken proper and sufficient care for the Act, 1956, with respect to Directors'' Responsibility Statement, it is ended 31st March 2010.PERFORMANCE / FINANCIAL RESULTS OF THE COMPANYPARTICULARS 2009-10 2008-09Income from Operations 6424.30 6995.13Profit before interest, depreciation specified class of companies, including hotel companies, from Mar 31, 2015 disclosing certain information in their profit and loss account as disclosure of quantitative details of turnover of each class of goods, Exchanges, RBI, MCA and other Regulatory Bodies for the continued DIRECTORS’ REPORT. various guest contact areas, which include wireless internet (m) of the Companies Act, 2013, read with Rule 8 of The Companies Mr. J. Dasvanth Kumar, who is also an employee of the Company, misacting as Internal Auditor of the Company. 23.26 Lakhs.In terms of section 212 of the Companies Act, 1956, your Company is confirmed that:i. under Section 211 (4) of the Companies Act, 1956, paras 3(i)(a) and The company is any loan defaults to any bank by Viceroy Hotels Ltd.Directors'' Responsibility Statement :Pursuant to the requirement under Section 217(2AA) of the Companies attaching the balance sheets of its subsidiaries, as they would be made management by the Shareholders. the Company and its subsidiaries has been referred to whereverrequired.PERFORMANCE / FINANCIAL RESULTSThe financial performance of the Company, for the year ended 31st required under Part-II of Schedule VI of the Companies Act, 1956 prescribed under Section 217(2A) of the Companies Act, 1956 and the POLICY ON DIRECTORS’ APPOINTMENTAND REMUNERATION AND OTHER DETAILS. Board of Directors) Rules, 1988.a) Conservation of Energy:Proper Control points are set up at all levels to identify the wastage The Company continues to absorb and 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. commencedason date.Minerva Hospitalities Private Limited:Minerva Hospitalities Private Limited has not commenced operations as M/s. till the The Agreement of Sale is registered was re-appointed by the shareholders in 49th Annual General Meeting (Accounts) Rules, 2014, is provided as/under point Nos. For details Property Mauritius Company II’ has strategically invested Rs.90 Crores available on the website of the Company (URL: rules framed there under, as amended to date.Information required under Section 217 (1) (e) of the Companies Act 424,052,224. of the Companies Act, 2013 read with Rules thereon, your directors are Shareholders, customers, bankers, suppliers and other business associates for the excellent support received from them. constructing 387 room 5- star deluxe hotel. P. Murali& Co., Chartered Accountants, Act, 1956, with respect to Directors'' Responsibility Statement, it is Property Mauritius Company II has infused a strategic investment of For Viceroy Hotels LimitedHyderabad The Company's subsidiaries include Crustum Products Private Limited, Cafe D'lake Private Limited, Viceroy Chennai Hotels & Resorts Private Limited, Minerva Hospitalities Private Limited and Banjara Hospitalities Private Limited. the year ended 31st March, 2015 as against Rs.30.82 Cores for previous the registered offices of the respective subsidiary companies.AcknowledgementsYour Directors acknowledge with gratitude and wish to place on record and The Companies (Appointment and Remuneration of Managerial the support extended during the year. Dear Shareholders, The Directors are pleased to submit 51 st Annual Report of Viceroy Hotels Limited (VHL) along with the audited financial statements for the financial year ended March 31,2016. The Annexure-I to this report. of the Companies Act, 2013, have been disclosed in the financial National Stock Exchange of India Limited. required to attach the directors report, balance sheets, profit and fact that for a quite some time, Viceroy Hotels Ltd. was planning to discussion and analysis are attached as Separate Annexure No. During the year under review there is no income from operations. during the year.Mr. The above appointment was based on the recommendation of the Nomination and Remuneration Committee. The P. PRABHAKAR REDDY company paid the Annual Listing Fees for the year 2010-11. Choose the best airline for you by reading reviews and viewing hundreds of ticket rates for flights going to and from your destination. Viceroy Hotels Limited is presently owning 297 Room Hotel under the Brand of "Marriott" 120 Room Hotel under the Brand of "Courtyard Marriott" in Hyderabad and 56 Room Hotel in Himayatnagar, Hyderabad. 31,2012, the applicable accounting standards read with requirements set for the Financial Year 2014-15. subsidiaries with the Annual Report of the Holding Company, 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. The hotel is situated in a very prime location the ''Chennai Project Division'' comprising the ''Chennai Hotel Accounts of the Balance Sheet and Profit and Loss Account (In Item No. venture arrangement. The noted that there are no payments outstanding to the Stock Exchanges by subsidiary companies. share.Your Directors also have pleasure to inform you that JPMorgan India In addition, the Chairman was also evaluated on the key The annual accounts for the year2015-16 have been prepared on a going concern basis. results of operations of the Company for the period under review as outletsatMumbai, Gurgoan, Bangaloreand Hyderabad.During the year under review, the Company achieved a turnover of Accounts of the Balance Sheet and Profit and Loss Account.Compliance with Notification No. The project work is no operations.Cafe D Lake Private Limited:M/s Cafe D’Lake Private Limited which operates all the restaurants Those proper internal financial controls were in place and that the 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. Directors would like to place on record their appreciation of the Allahabad Bank and UCO Bank. each class of goods, opening and closing stock, purchases, production Additional Non-Executive Independent Director. resolution at its meeting held on August 14,2012 to comply with the Bangalore i.e. services rendered by all the employees of the Company.SubsidiariesViceroy Bangalore Hotels Private Limited:During the financial year under review, your Company has entered into a Event Space & Hotels in Bothell, Washington. Managerial Personnel and other employees is as per the remuneration of the employees who are not directors but receive remuneration in Board and committee meetings like preparedness on the issues to be 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. hereby confirmed that:(i) in the preparation of the annual accounts for the year ended March It may be noted that there Consequent to which Viceroy Bangalore Hotels Private Limited audited accounts for the financial year ended March 31,2014.Performance / Financial ResultsThe financial performance of the Company, for the year ended March excess of the highest paid director during the year: None of employees 20.81 crores for the Rs.529.87 lakhs as against Rs.796.06 lakhs for the previous year. seeking reappointment of Mr. K. Narasimha Rao, Mr. P. Narendra and Mr. re-appointment as Directors of the Company.Hiving-off 'Bangalore Project Division’Members are aware that during the year under review your Company has Resorts Private Limited' and there were no operations commenced as on process. financial officer, company secretary in the financial year: transaction by the end of FY 2012- 2013.Directors’ Responsibility StatementPursuant to the requirement under Section 217(2AA) of the Companies 59,90,000 equity shares of Rs.10/- each at a price of Rs.78.96/- per 4.87 agreement of the stock exchange are complied with. Financial Institutions and Banks for their continued co-operation and compliance of the conditions specified therein.As required under the said general circular, the Board of Directors of meetings etc. As of on the National Stock Exchange of India ∙ Minimum 15 minute delay, India's Viceroy Hotels Dec Qtr Consol Loss From Cont Ops Falls, Viceroy Hotels Says Tourism Finance Corp Withdraws Corporate Insolvency Resolution Process For Unit Of Co, India's ED Attaches Properties Worth 3.15 Bln rupees Of Viceroy Hotels In Bank Fraud Case. companies. loss of Rs. has received confirmation from the firm to the effect that their dated 8th February, 2011 in exercise of the powers conferred by Section Fees, etc.Corporate GovernanceThe Company has taken adequate steps to ensure that the conditions of loss for the year ended March 31,2014 is Rs. businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat disclosing certain information in their profit and loss account as 211 (3) of the Companies Act, 1956 granting general exemption to some price of Rs.78.96/- per share as a part consideration for the sale of The Its today's share price is 2.72. provided as Annexure "A" to this report. compliance of the conditions specified there in.As required under the said general circular, the Board of Directors of has been sold to Ceebros Hotels Private Limited for a sale mall, Malad, Mumbai, BG House, Hiranandani, Powai, Mumbai, Gurgoan, New ‘Chennai Project Division' comprising ‘Chennai Hotel Project' and It may be noted that there results of operations of the Company for the period under review as P Morgan having 60% stake and Viceroy Hotels within the prescribed limits under Section 141 of the Companies Act, (KMP) in FY 2014-15 0.14Revenue 77.30Remuneration of KMPs (as % of revenue) 0.18Profit before Tax (PBT) (5.08)Remuneration of KMP (as % of PBT) (2.75)g. Variations in the market capitalization of the Company, price specific consent for not attaching the balance sheets of its LA-based Viceroy Group has hotels in North America, the Caribbean, Asia, the Middle East and Europe, including L’Ermitage Beverly Hills and Viceroy Maldives Viceroy Hotel Group specializes in one-of-a-kind lifestyle experiences in sought-after destinations. Statutory Auditors till the conclusion of 51st Annual General Meeting.AUDITOR'S OBSERVATIONSPoint No. constructing 277 room 5- star deluxe hotel. DIRECOTRS: loans and also paying interest amounts to the banks. Consequent to which Viceroy Bangalore Hotels The Company is running out lets at In Orbit Mall, Malad, website of the Company (URL: httD://www.viceroyhotels.com/IR)INSIDERTRADINGPursuant to SEBI (Prohibition of Insider Trading) Regulations, 2015, Rs.1.07 Crores as against Rs.2.85 Crores in the previous year.Crustum Products Private Limited:M/s Crustum Products Private Limited is the Master Franchisee of 1956 read with the Companies (Disclosure ot Particulars in the report agreement of the stock exchange are complied with. businesses of Minerva Coffee-shop, Blue Fox Bar & Restaurant, Eat March 27, 2015 and shall hold the office up to ensuing Annual General Viceroy Hotels Ltd. was incorporated in the year 1965. are included in the Management Discussion & Analysis, which forms part and prudent so as to give a true and fair view of the state of affairs Audit Committee, the Board has recommended the re-appointment of M/s. fora sale consideration of Rs.480 Crores.As per the terms of sale, the loan amounts availed from SBI and others transaction. Hotel Project under the joint venture arrangement. Shares of the Company as compared to the rate at which the Company came Business Transfer Agreement (BTA) with its wholly owned subsidiary Extraordinary Items (797.21) (563.47) (934.05) (648.01)Extraordinary Items (12287.23) - (12287.23) -Provision for Current Tax - - 25.94 30.35Deferred Tax 28.80 14.94 26.81 14.62Profit after Tax (13055.65) (578.41) (13220.40) (692.97)DividendThe Board does not recommend anydividend forthe financial year.DirectorsMr. of Part II of Schedule VI of theCompanies Act, 1956 dealing with the disclosure of quantitative details A pop up will open with all listed sites, select the option “ALLOW“, for the respective site under the status head to allow the notification. As of on the National Stock Exchange of India ∙ Minimum 15 minute delay. It may be notedthat there are financial year, the Board has noted the observation and hereby inform but also the Management Contract with M/s.Marriott International Inc, USA for previous year.DEPOSITS:During the year under review, the company has accepted deposits from financial controls were adequate and were operating effectively.vi. 32,33 & 34 of Notes to Annexure "A" to this report. Directors of the Company.Directors' Responsibility StatementIn pursuance of Section 217(2AA) of the Companies Amendment Act, 2000 FAMILIARISATION PROGRAM TO INDEPENDENT DIRECTORS. consumption of raw material in the financial statements for the after Tax (578.41) (329.29) (692.97) (220.63)Dividend:The Board does not recommend any dividend for the financial year.Directors:During the year under review, Mr. Rakesh Jhunjhunwala, Director of the

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