| To The Members
The Directors have pleasure in presenting the Fifty Second Annual
Report with the Audited Accounts and Auditors' Report for the year
ended 31st March, 2013.
FINANCIAL PERFORMANCE
Year ended 31st March 2012
2013 2012
Rs. Rs.
Profit before tax 97,278,278 154,139,690
Current tax -
Income tax 32,719,875 48,559,795
Deferred tax 1,614,195 (792,539)
Profit after tax 62,944,208 106,372,434
Balance profit / (loss) brought
forward from previous year 343,973,640 279,618,525
Available for appropriation 406,917,848 385,990,959
Appropriation
Transfer to general reserve 6,294,421 10,637,244
Proposed dividend 27,000,000 27,000,000
Tax on dividend 4,588,650 4,380,075
Balance profit carried
to Balance Sheet 369,034,777 343,973,640
406,917,848 385,990,959
Your Company recorded a turnover of Rs.757,482,285 as compared to
Rs.747,195,429 in the previous year, an increase of 1.38% over the
previous year. The profit for the year after tax amounted to
Rs.62,944,208 as against Rs.106,372,434 recorded in the previous year.
DIVIDEND
Your Directors are pleased to recommend a dividend of Rs.5/- per equity
share i.e. 50 % for the financial year ended 31st March, 2013. This
dividend is subject to the approval of the members at the forthcoming
Annual General Meeting.
RESERVES
Your Directors have transferred a sum of Rs.6,294,421 to General Reserve,
pursuant to the Provisions of the Companies (Transfer of Profits to
Reserves) Rules, 1975.
COMPLIANCE OF CLAUSE 40A
The Board of Directors has, subject to the approval of the shareholders
and the Orders in the ongoing proceedings in the Hon'ble Civil Court,
Lucknow (Sr. Division) decided to issue Bonus Shares only to the public
shareholders for complying with Clause 40A of the Listing Agreement. As
such, the delisting proposal approved by the Board of Directors on 13th
February, 2013 stands withdrawn.
DIRECTORS
In accordance with the Companies Act, 1956 and the Company's Articles
of Association, S/Shri Rajendra Suraiya, Mohinder Kapur & Arvind Kumar
retire by rotation and being eligible offer themselves for
reappointment.
The profile of the directors seeking reappointment at this Annual
General Meeting is given in the Report on Corporate Governance.
S/Shri Pramod B Agarwala & Sanjiv Swarup have resigned from the
directorship of the company. Your Directors wish to place on record
their appreciation of the contribution made by them during their tenure
on the Board of your Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed:
i) That in the preparation of the accounts for the financial year ended
31st March, 2013, the applicable accounting standards have been
followed along with proper explanation relating to material departures;
ii) That the Directors have selected sound accounting policies and
applied them consistently and made adjustments and estimates that were
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit of the company for the year under review;
iii) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
iv) That the Directors have prepared the accounts for the financial
year ended 31st March, 2013 on a 'going concern' basis.
ENERGY CONSERVATION
Your Company monitors the systems and methods devised in the context of
energy conservation on an ongoing basis and has implemented the energy
conservation programme which includes use of energy efficient lighting
(LED), variable frequency drive for motors (VFD), heat exchanger
system, solar system for generating hot water, sewerage treatment
plants for re-use of water for gardening, cooling tower, plumbing,
cleaning purpose and latest energy conservation gadgets.
TECHNOLOGY ABSORPTION
The Company has evolved systems and methods for hotel services which
are reviewed to meet emerging needs on an ongoing basis for cost
effectiveness.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year, your Company's Foreign Exchange Earnings were
Rs.292,992,725 and the outgo was Rs.11,564,113.
PARTICULARS OF EMPLOYEES AND DISCLOSURE OF INFORMATION
Information as required under Section 217(2A) of the Act, read with the
Companies (Particulars of Employees) Rules, 1975, as amended, is given
in an Annexure forming part of this report.
AUDITORS
The Auditors of the Company, Messrs. Ray & Ray, Chartered Accountants
(Firm Registration No. 301072E), retire at the ensuing Annual General
Meeting of the Company and have given their consent for reappointment.
The Company has also received a certificate from them under Section
224(1-B) of the Companies Act, 1956.
AUDITORS' OBSERVATION
The comments made in the audit report are self explanatory. The company
has already initiated corrective action and the physical verification
of fixed assets at remaining units would be carried out in ensuing
year.
The remuneration to whole-time directors was paid in terms of
shareholders' approval dated 28th August, 2010. Due to decline in
profitability, the remuneration approved exceeded the limit specified
under Section 309 (3) read with Section 198 by Rs.4,787,223. The company
is seeking approval of Central Government for waiver of recovery of
excess remuneration paid.
The company is applying to the Civil Court, Lucknow, (Sr. Division) to
give permission to enable the company to comply with Clause 40A of the
Listing Agreement.
OTHER INFORMATION
The Audit Committee of the Company reviewed the financial statements
for the year under review at its meeting held on 27th May, 2013 and
recommended the same for the approval of the Board of Directors.
As per the Listing Agreement with the Stock Exchange, the Management
Discussion & Analysis Report, Report on Corporate Governance and
Auditors' certificate regarding compliance of all conditions of
Corporate Governance form a part of this report.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation of the
contribution made by the entire team of officers and staff to the
growth and prosperity of the Company and to the shareholders for their
valuable co-operation, suggestions and guidance. Your Directors also
wish to place on record their appreciation for the continuous support
from the banks, Department of Tourism and other Government Agencies.
For and On Behalf of the Board
Sd/-
New Delhi Birendra Kumar
27th May, 2013 Chairman & Managing Director |