| Disclosure in board of directors report explanatory To
The Members,
Chalet Hotels Private Limited
Your Directors present their Thirty Second Annual Report together with the Audited Statements of Accounts of the Company for the year ended March 31, 2017.
Financial Results
|
| (Rs inCr.) | Particulars | Current Year | Previous Year | Profit before interest, depreciation and taxes | 355.48 | 143.71 | Less: Interest & Other Finance Expenses | 187.85 | 220.29 | Depreciation/Amortization | 101.55 | 93.96 | Profit/(Loss) before Tax | 66.08 | (170.53) | Provision for Tax | (7.58) | 34.32 | Profit/(Loss) after Tax | 73.67 | (204.85) | Appropriations |
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| Profit brought forward | (259.23) | (54.37) | Balance Carried to Balance Sheet | (185.56) | (259.23) |
Review of Operations / State of Company’s Affairs
(i) Revenue from hotel operations was Rs.627.82 Crores (Previous Year Rs.564.43 Crores) whilst Revenue generated from sales in the Company’s residential real estate projects was Rs.11.14 Crores (Previous Year Rs.7.74 Crores).
(ii) During the year, all operating hotels of the Company performed to their potential. Four Points by Sheraton, Navi Mumbai and Westin, Hyderabad maintained their leadership position in their competitive set. Business at J W Marriott at Sahar continued to grow as the hotel comes closer to a steady state, having completed two years of operations. Renovation of the Renaissance Hotel at Powai was completed during the year and the Hotel has performed well post renovations and was well received by its guests.
(iii) The litigation with Hindustan Aeronautics Ltd. (HAL)in respect of its residential project at Koramangala continues in the Karnataka High Court. The losses from the aforementioned project have adversely impacted the net worth of the Company.
(iv) The Company has disposed offits investments in a few companies resulting in a net gain of Rs.135.66 crores during the year.
In accordance with the requirement of Accounting Standard 10, the Company undertook a revaluation of its freehold land across locations. Consequently the Revaluation Surplus has been credited with Rs.518.65 crores during the year.
Dividend
In view of the loss incurred by the Company during the year, no dividend has been recommended by the Board.
Indian Economy:
The Indian economy is reported to have achieved an annualized growth of 7.1% in Financial Year 2016-17 notwithstanding a slowdown in the last two quarters of the year. As per a recent Reserve Bank of India report, the economic growth in 2017-18 is projected to be sustained at current years’ levels.It is expected that implementation of GST, ongoing reforms in the real estate sectorand continuing political and economic stability will have a positive implication on the demand.. The impact of GST could result in increase in the share of taxes of states due to higher compliance and larger number of assesses in the tax net but that would be seen in the years to come. As regards public sector undertakings, the government is considering a two-pronged approach to improve their fiscal health – merger with healthy undertakings and divestment.
Hotel Industry Outlook:
The hotel industry which was witnessing a sluggish growth over the past couple of years is now witnessing an uptrend. This is reflected in the improved occupancy levels across hotel segments.
India is becoming increasingly attractive globally and this is expected to augur well for the hospitality industry and foreign arrivals. Given the current global scenario, it is being seen as a safe and affordable destination. As per reports, hotel room supply in India which grew at 10% per annum over past five years and is expected to grow at 5.9% for the next couple of years whilst demand is expected to grow in double digits. The delta in demand would lead to improved occupancies, and progressively increase in room rates. This euphoria may however be partially diluted or offset on account of the high rate of GSTonroom accommodation.
Company’s Projects & Plans
(i) Your Company is in an advanced stage to operationalize the retail complex adjoining JW Marriott at Sahar.The Business Center and Administrative officeareas of the said complex at Sahar are expected to commence operations once the last set of approvals are received.
(ii) The Company will review the proposed Development Plan for Greater Mumbai to explore opportunities to build additional capacity at Powai, Mumbai
Borrowings
The aggregate borrowings of the Company at the end of the financial year were Rs.1902.72 Crores against Rs.2252.95 crores as at 31st March 2016.
The foreign currency borrowings stood at US Dollars 57.20 mn.equivalent to Rs.370.88 Crores at the year end.
The LIBOR linked interest rate of the long-term external commercial borrowings have been hedged. The decrease in the value of the dollar resulted in a decrease in the Company’s loan liability by Rs.8.55 Crores as at the end of the financial year.
Deposits
The Company has neither accepted nor renewed any deposits during the year under review.
Loan from Directors
During the year the Company accepted a loan from its Directors, viz. Mr.Ravi C. Raheja and Mr. Neel C. Raheja, which loan was given by them from their own funds. The said loan was without any interest and has since been repaid.
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 the company during the Financial Year ending March 31,2017.
Chalet Hotels & Properties (Kerala) Pvt. Ltd., Grandwell Properties & Leasing Pvt. Ltd. had insignificant or no operations during the year under review.
During the year under review, Magna Warehousing & Distribution Pvt. Ltd. started receiving rent from the lessees with whom it had executed long term lease arrangements.
During the year under review, the company disposed of its investments in Genext Hardware & Parks Pvt. Ltd. and thereby the said company has ceased to be an Associate of the Company.
The Consolidated Financial Statements have been prepared by the Company in accordance with the applicable Accounting Standards issued by the Institute of Chartered Accountants of India. These Statements, together with Auditors’ Report thereon form part of the Annual Report.
The statement under Rule 8 of the Companies (Accounts) Rules, 2014 relating to subsidiaries and associate companies is annexed as Annexure ‘1’ to this report.
Schemes of Arrangement
As shareholders, you are aware that the Company has filed two schemes of Arrangement with the National Company Law Tribunal (NCLT), one for amalgamation of its fully owned subsidiary Magna Warehousing & Distribution Private Limited (Magna) and the other for demerging the Hotel and Retail undertakings at Bangalore of Genext Hardware & Parks Private Limited (Genext) with it. The Appointed Date in both the schemes is 1st November, 2016. NCLT, Mumbai admitted both the schemes and after a series of steps, petitions for sanction of the schemes were moved. The petitions await the final hearing of NCLT at Mumbai. Since Magna has its registered office at Bangalore, the amalgamation is to be sanctioned by NCLT, Bangalore, which has admitted the scheme. Other steps at Bangalore will follow once the petition is admitted.
Directors
There were no changes in the Board of Directors during the course of the financial year under review.
Mr. Rajeev Choprawho has been an advisor to the Company for several years, has been appointed as an Additional Director of the Company w.e.f. 1st June, 2017. Thesaid appointment will be placed for approval at the ensuing Annual General Meeting.
Directors’ Responsibility Statement
In terms of Section 134 (5) of the Companies Act 2013, the Board of Directors of the Company, state in respect of the year ended 31st March 2017 that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;
(b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 loss of the company for that period;
(c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors have prepared the annual accounts on a going concern basis;
(e) the company, has laid down internal financial controls to be followed and such internal financial controls are adequate and are operating effectively;
(f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
Foreign Exchange Earnings and Outgo
During the year under review, the Company earned foreign exchange of Rs.346.77 crores (Previous Year Rs.272.53 crores) from services to hotel guests. The total foreign exchange outgo during the year was Rs.91.51 crores (Previous Year Rs.110.56 crores) towards import of capital goods, payment towards technical and consultation fees, design services, travelling expenses and reimbursements of costs and expenses.
Statutory Auditors
The Statutory Auditors M/s. Deloitte, Haskins & Sells LLP, Chartered Accountants retire at the conclusion of the ensuing Annual General Meeting of the Company. Pursuant to Section 139(2) of the Companies Act, 2013, the audit firm, having completed its term is not being reappointed. It is proposed to appoint M/s B S R & Co., LLP as the Statutory Auditors for a period of 5 years, with effect from the conclusion of the ensuing Annual General Meeting.
Internal Auditors
During the financial year under review, the Internal Audit function for the Hotels of the Company at Mumbai was carried out by Axis Risk Consulting Pvt. Ltd. and by M/s V. P. Thacker & Co. With a view to obtain different perspective, the Audit Committee has recommended a change in the Internal Auditors from the Financial year2017-18.
Audit Committee
Mr. Conrad D’Souza, Chairman, Mr. Hetal Gandhi and Mr. Neel C. Raheja are members of the Audit Committee of the Company. The Audit Committee met fivetimes during the year under review.
The Company’s standalone financial statements for the year were reviewed by the Committee at its meeting held on 27th July, 2017 and recommended the same for approval by the Board of Directors.
The Company’s consolidated financial statements for the year were reviewed by the Committee at its meeting held on 3rdAugust, 2017 and recommended the same for approval by the Board of Directors.
Corporate Social Responsibility (CSR)
As per Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility) Rules, 2014, a CSR Committee has been constituted since the Company fulfills one of the criteria prescribed under the Companies Act, 2013 viz. profit during 2012-2013. The Committee comprises of Mr. Hetal Gandhi as Chairman and Mr. Sanjay Sethi and Mr. Neel C. Raheja as Members. The Committee formulated and recommended to the Board of Directors a CSR Policy indicating the broad philosophy, objectives and mode of CSR expenditure.
As per Section 135 of the Companies Act, 2013, a Company is required to spend 2% of the Average Net Profits made by the Company in the immediately preceding three financial years. In the case of the Company, average net profits are negative and therefore there is no obligation for the Current Financial Year.
Extract of the Annual Return
The extract of the Annual Return for the Financial Year 2016-2017 is annexed hereto as Annexure ‘2’.
Independent Directors
The provisions of Section 149 of the Companies Act, 2013 are not applicable to the Company. However, as on 31st March, 2017, the Company has on its Board two Independent Directors namely, Mr. Conrad D’Souza and Mr. Hetal Gandhi.
Company’s Policy Relating to Directors Appointment, Remuneration and Discharge of Duties
The provisions of Section 178 of the Companies Act, 2013 are not applicable to the Company. However, the Company has a Remuneration Committee which approves the remuneration payable to Directors.
Number of Board Meetings
During the year 2016-2017, the Board of Directors met 6 times.
Explanation or Comments on Qualifications, Reservations, Adverse Remarks or Disclaimers Made by the auditors and Practicing Company Secretary in their Reports
There are no qualifications, reservations or adverse remarks or disclaimers made by statutory auditors in their report on the financial statements for the year 2014-2015. Secretarial Audit in terms of Section 204 of the Companies Act, 2013 is not applicable to the Company for the year under review.
Particulars of Loans/Guarantees/Investments under Section 186:
During the year under review, the Company has given inter-corporate loans of Rs.837.31 crores and year-end balance was Rs.161.44 crores. No investments in securities were made or guarantees given during the year under review.
Particulars of Contracts or Arrangements with Related Parties
Most of the transactions/arrangements with Related Parties were on an arms’ length basis and in the ordinary course of the Company’s business. The particulars of contracts and / or transactions with Related Parties required to be reported as per Section 188 is furnished in Annexure ‘3’.
Amount to be carried to Reserves:
Since, no dividend is declared or proposed, the Company is not required to transfer any amount to General Reserve.
Material Changes and Commitments affecting the Financial Position of the Company after the end of the Financial Year
After the end of the Financial Year, few flats booked earlier at the Koramangala residential project at Bengaluru have been cancelled, resulting in a loss of approximately Rs.3.40 crores.
Risk Management Policy
The Company has formulated a generic Risk Management Policy for derivatives which has been approved by the Board of Directors of your Company. The Company is in the process of assessing the risks for the Company as a whole and will formulate a Risk Management Policy after considering various aspects.
Vigil Mechanism Policy
The Company has, in accordance with Section 177 of the Companies Act, 2013, drawn a Vigil Mechanism Policy for its Directors and Employees, to enable reporting of any wrongdoing within the company/branches/hotels that falls short of the Company’s business principles on ethics and good business practices.
Significant and Material Orders passed by regulators, courts or tribunals impacting the going concern status and company’s operations in future
- During the previous year the Hon’bleBombay High Court had cancelled the allotment of land by CIDCO and instructed vacation of premises, inter-alia, comprising the Hotel & Apartments at VashiNavi Mumbai. Upon a Special Leave Petition being preferred before the Hon’ble Supreme Court, the Court had ordered maintaining status quo in the matter. The case is yet to be disposed off and hence sub-judice. CIDCO had also passed an Order in December 2014 directing vacation of the open space used as entry and exit points to the hotel on the same property. A Writ petition against the Order is pending before the Hon’ble Bombay High Court which has also ordered that status quo is to be maintained.
- With regard to the Company’s residential development project at Bengaluru, an Aeronautical Study was ordered by the Hon’bleKarnataka High Court and a report has been submitted by the Airport Authority of India. Hindustan Aeronautics Ltd.(HAL) has filed objections to the report and the Company has filed cross objections. The matter has been part heard and the case is pending further hearings in the Hon’ble Karnataka High Court.
The Statutory Auditors have drawn attention to the above matters by way of “Emphasis of Matter” in their report.
Adequacy of Internal Financial Controls with reference to the Financial Statements
The Company has in place an adequate system of internal control with documented procedures covering all corporate functions and hotel operating units/ real estate projects. The Internal control systems provide assurance regarding the effectiveness and efficiency of operations, safeguard of assets, reliability of financial control and compliance with applicable laws.
Shares
a. Buyback of Securities
The Company has not bought back any shares during the year under review.
b. Sweat Equity
The Company has not issued any Sweat Equity shares during the year under review.
c. Bonus Shares
No Bonus Shares were issued during the year under review.
d. Employees Stock Option Plan
The Company had no employees during the year under review.
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 harassment, all of which havebeen resolved and appropriate action taken, wherever necessary.No cases remain pending.Further, workshops have been conducted at the Corporate Office as well as Hotels to bring about awareness on the issue.
Other Information
a) As required by Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement containing information relating to employees drawing remuneration of more than Rs.1.02 Crore during the year or more than Rs.8.5 Lacs per month is annexed as Annexure ‘4’ to this report.
b) As required by Section 134 of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014 the information relating to conservation of energy is annexed as Annexure ‘5’ to this report.
c) Technology absorption: Not applicable to the Company.
Acknowledgements
Your Directors express their sincere appreciation for the assistance and co-operation received from Banks, Financial Institutions, Central and State Government departments and local authorities. Your Directors place on record their gratitude to the employees at all levels. The Directors also thank you, the shareholders for your continued support to the Company.
Annexure ‘1’
Form AOC-I
(Pursuant to first proviso to sub-section (3) of section 129 read with rule 5 of Companies (Accounts) Rules, 2014)
Statement containing salient features of the financial statement of subsidiaries/associate companies/joint ventures
Part “A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.)
Sl
No | Name of the subsidiary | Reporting period for the subsidiary concerned, if different from the holding company’s reporting period | Reporting currency and Exchange rate as on the last date of the relevant FY in the case of foreign subsidiaries | Share Capital | Reserves &Surplus | Total
Assets | Total
Liabilities | Investments | 1 |
Magna Warehousing & Distribution Pvt. Ltd.
| April 01, 2016
to
March 31, 2017 | Indian Rupees | 617450 (Eq)
80000000 (Pref) | (123,549,461) | 1,157,221,684 | 1,200,153,696 | 1,119,789,315 | 2 |
Grandwell Properties & Leasing Pvt. Ltd.
| April 01, 2016
to
March 31, 2017 | Indian Rupees | 100000 (Eq) | 4,654,172 | 4,777,171 | 23,000 | Nil | 4 |
Chalet Hotels & Properties (Kerala) Pvt. Ltd.
| April 01, 2016
to
March 31, 2017 | Indian Rupees | 100000 | (75,695,670) | 169,183,340 | 244,779,010 | Nil |
Part “A”: Subsidiaries
(Information in respect of each subsidiary to be presented with amounts in Rs.) (Contd....)
Sl
No | Name of the subsidiary | Reporting period for the subsidiary concerned, if different from the holding company’s reporting period | Turnover | Profit / (Loss) before taxation | Provision for taxation | Profit after taxation | Proposed Dividend | % of share-holding | 1 |
Magna Warehousing & Distribution Pvt. Ltd.
| April 01, 2016
to
March 31, 2017 | 67,282,100 | (135,255,663) | Nil | (135,255,663) | Nil | 100% | 2 |
Grandwell Properties & Leasing Pvt. Ltd.
| April 01, 2016
to
March 31, 2017 | Nil | (29,631) | Nil | (29,631) | Nil | 100% | 4 |
Chalet Hotels & Properties (Kerala) Pvt. Ltd.
| April 01, 2016
to
March 31, 2017 | 79,100 | (26,035,538) | (107) | (26,035,431) | NIL | 90% |
Notes:
1. Names of subsidiaries which are yet to commence operations - NIL
2. Names of subsidiaries which have been liquidated or shares sold during the year –NIL
Part “B”: Associates and Joint Ventures
(Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures)
Name of Associates | Latest audited Balance Sheet Date | Shares of Associate held by the company on the year end | Shares of Associate held by the company on the year end | Shares of Associate held by the company on the year end | Description of how there is significant influence | Reason why the associate is not consolidated |
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| No. | Amount of Investment in Associates | Extent of Holding %
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| NIL |
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Part “B”: Associates and Joint Ventures
(Statement pursuant to Section 129 (3) of the Companies Act, 2013 related to Associate Companies and Joint Ventures) (Contd....)
Name of Associates | Net-worth attributable to Shareholding as per latest audited Balance Sheet | Net Profit or Loss for the year after tax
| Net Profit or Loss for the year after tax
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| Considered in Consolidation | Not Considered in Consolidation |
| (Rs.) | (Rs.) | (Rs.) | NIL |
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Notes:
1. Names of associates which are yet to commence operations- NIL
2. Names of associate which have been liquidated or shares sold during the year –The Company’s has sold its shareholding in Genext Hardware & Parks Private Limited during the year under review.
ANNEXURE ‘2’
ANNUAL RETURN
As on the financial year ended on 31st March, 2017
Chalet Hotels Private Limited
CIN: U55101MH1986PTC038538
[Pursuant to Section 92(1) of the Companies Act, 2013 and rule 11(1) of the Companies(Management and Administration) Rules, 2014]
I. REGISTRATION AND OTHER DETAILS:
i) | CIN :-
Registration Date | U55101MH1986PTC038538
06.01.1986 | ii) | Category of the Company: - | Private company |
| Name of the Company | Chalet Hotels Private Limited | iii) | Sub Category of the Company:- | Limited by shares and having share capital | iv) | Whether shares listed on recognized Stock Exchange(s) - | No
| v) | Registered Office of the Company
| Raheja Tower, Plot No. C-30, Block 'G', Next to Bank of Baroda, Bandra Kurla complex, Bandra (E), Mumbai - 400051 | vi) | Name and Address of Registrar & Transfer Agents (RTA):- | Karvy Computershare Pvt. Ltd.
Banjara Hills, Hyderabad. |
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY
All the business activities contributing 10% or more of the total turnover of the company shall be stated:
Sr. No. | Name and Description of main products/services | NIC Code of the Product/ service | % to total turnover of the company | 1 | Accommodation services provided by Hotel, Inns, Resorts, holiday homes, hostel, etc. | 55101 (I1) | 98.26 | 2 | Real estate activities with own or leased property | 70109 (L1) | 1.74 |
III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES
Sr. No.
| Name And
Address Of
The Company | CIN/GLN
| Holding/
Subsidiary/
Associate | % of
shares
held | Applicable
Section
| 1 | Magna Warehousing & Distribution Pvt. Ltd.
No. 75, EPIP Area Next to Satya Sai Hospital, Whitefield, Bengaluru - 560 066 | U60232KA2005PTC054207 | Subsidiary | 100 | 2(87) | 2 | Grandwell Properties & Leasing Pvt. Ltd.
Plot No. C-30, Block 'G', Opp. SIDBI, Bandra Kurla Complex, Bandra (East), Mumbai – 400 051 | U70101MH2004PTC146226 | Subsidiary | 100 | 2(87) | 3 | Chalet Hotels & Properties (Kerala) Pvt. Ltd.
'ICCC' Near NISH School, Village Cheruvaikkal & Village Attipra, Akkulam, Thiruvananthapuram, Kerala – 695017 | U55101KL2006PTC020125 | Subsidiary | 90 | 2(87) |
* Genext Hardware & Parks Private Limited has ceased to be an associate company w.e.f. 28th October, 2016
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)
A) Categorywise Shareholding
Category of Shareholders | No. of Shares held at the beginning of the year |
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| No. of Shares held at the end of the year |
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| % Change during the year |
| Demat | Physical | Total | % of Total Shares | Demat | Physical | Total | % of Total Shares |
| A. Promoters |
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| (1) Indian |
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| a) Individual/HUF | 19980000 | 600,000 | 20580000 | 13.52 | 19980000 | 600,000 | 20580000 | 13.52 | 0 | b) Central Govt. |
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| c) State Govt(s) |
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| d) Bodies Corp. | 131562253 | - | 131562253 | 86.48 | 131562253 | - | 131562253 | 86.48 | 0 | e) Banks / FI |
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| f) Any Other |
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| Sub Total (A) (1) |
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| (2) Foreign |
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| a) NRIs - Individuals |
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| b) Other Individuals |
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| c) Bodies Corp |
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| d) Banks / FI |
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| f) Any Other |
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| Sub Total (A) (2) | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Total shareholding of promoter (A) = (A)(1) + (A)(2) | 151542253 | 600000 | 152142253 | 100.00 | 151542253 | 600000 | 152142253 | 100.00 | 0 |
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| B. Public Shareholding |
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| 1. Institutions |
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| d) State Govt(s) |
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| e) Venture Capital Funds |
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| f) Insurance Companies |
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| g) FIIs |
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| h) Foreign Venture Capital Funds |
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| Others (Specify) |
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| Sub Total (B) (1) :- | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 |
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| 2. Non-Institutions |
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| a) Bodies Corporate |
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| i) Indian |
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| ii) Overseas |
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| b) Individuals |
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| i) Individual shareholdersholding nominal share capital upto Rs.1 lakh |
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| ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh |
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| c) Others |
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| Sub Total (B) (2) :- | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Total Public Shareholding (B) = (B)(1) + (B)(2) :- | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | C. Shares held by Custodian for GDRs & ADRs | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | Grand Total (A) + (B) + (C) | 151542253 | 600000 | 152142253 | 100.00 | 151542253 | 600000 | 152142253 | 100.00 | 0 |
B) Shareholding of Promoters
Sl No | Shareholder’s Name | Shareholding at the beginning of the year | Shareholding at the beginning of the year | Shareholding at the beginning of the year | Share holding at the end of the year | Share holding at the end of the year | Share holding at the end of the year | % change in share holding during the year |
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| No. of Shares | % of total Shares of the company | %of Shares Pledged / encumbered to total shares | No. of Shares | % of total Shares of the company | %of Shares Pledged / encumbered to total shares |
| 1. | Mr. Chandru Lachmandas Raheja jointly with Mrs. Jyoti Chandru Raheja | 22,13,088 | 1.45% | 100 | 22,13,088 | 1.45% | 0 | - | 2. | Mrs. Jyoti Chandru Raheja jointly with Mr. Chandru Lachmandas Raheja | 22,20,000 | 1.45% | 100 | 22,20,000 | 1.45% | 0 | - | 3. | Mr. Neel Chandru Raheja jointly with Mr. Chandru Lachmandas. Raheja and Mrs. Jyoti Chandru Raheja | 77,68,056 | 5.11% | 92.91 | 77,68,056 | 5.11% | 0 | - | 4. | Raghukool Estate DevelopmentLLP | 164,95,680 | 10.84% | 100 | 164,95,680 | 10.84% | 100 | - | 5. | Capstan Trading LLP | 164,95,680 | 10.84% | 100 | 164,95,680 | 10.84% | 100 | - | 6. | Casa Maria Properties LLP | 164,96,280 | 10.84% | 100 | 164,96,280 | 10.84% | 100 | - | 7. | Anbee Constructions LLP | 131,16,180 | 8.62% | 100 | 131,16,180 | 8.62% | 100 | - | 8. | Cape Trading LLP | 131,16,180 | 8.62% | 100 | 131,16,180 | 8.62% | 100 | - | 9. | Mr. Chandru L. Raheja, Karta of Chandru Lachmandas HUF jointly with
Mrs. Jyoti C. Raheja | 600,000 | 0.39% | 100 | 600,000 | 0.39% | 0 | - | 10. | Mr. Ravi Chandru Raheja jointly with Mr. Chandru Lachmandas Raheja and Mrs. Jyoti Chandru Raheja | 77,68,056 | 5.10% | 28.55 | 77,68,056 | 5.10% | 0 | - | 11. | K. Raheja Pvt. Limited | 124,00,000 | 8.15% | 100 | 124,00,000 | 8.15% | 0 | - | 12. | Touchstone Prop. & Hotels Pvt. Ltd. | 145,00,000 | 9.53% | 99.31 | 145,00,000 | 9.53% | 99.31 | - | 13. | K. Raheja Corp. Pvt. Ltd. | 145,70,000 | 9.58% | 65.68 | 145,70,000 | 9.58% | 0 | - | 14. | Ivory Properties and Hotels Pvt. Ltd. | 55,72,253 | 3.66% | 100 | 55,72,253 | 3.66% | 0 | - | 15. | Palm Shelter Estate Development LLP | 800,000 | 0.53% | 0 | 800,000 | 0.53% | 0 | - | 16. | Mr. Chandru Lachmandas Raheja | 6,912 | 0.0045% | 100 | 6,912 | 0.0045% | 0 | - | 17. | Mr. Ravi Chandru Raheja | 1,944 | 0.0013% | 100 | 1,944 | 0.0013% | 0 | - | 18. | Mr. Neel Chandru Raheja | 1,944 | 0.0013% | 100 | 1,944 | 0.0013% | 0 | - | 19. | Genext Hardware & Parks Pvt. Ltd. | 80,00,000 | 5.26% | 0 | 80,00,000 | 5.26% | 0 | - |
Note: Where the same set of shareholders are holding shares under different Client Ids, the holding has been clubbed together
C) Change in Promoters' Shareholding: NA
Sl No. | Date | Remarks | No. of Shares | Cumulative shareholding during the year | Cumulative shareholding during the year |
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| Total no. of Shares | % of total shares of Company |
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D) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): NA
Sl No. | Date | Remarks | No. of Shares | Cumulative shareholding during the year | Cumulative shareholding during the year |
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| Total no. of Shares | % of total shares of Company |
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E) Shareholding of Directors and Key Managerial Personnel:
Sl. No. | Directors and Key Managerial Personnel Name | Shareholding at the beginning of the year | Shareholding at the beginning of the year | Date wise Increase / Decrease in Shareholding during the year specifying the reasons for increase / decrease | Share holding at the end of the year | Share holding at the end of the year |
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| No. of Shares | % of total Shares of the company |
| No. of Shares | % of total Shares of the company |
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| 1 | Mr. Chandru L. Raheja jointly with Mrs. Jyoti C. Raheja | 22,13,088 | 1.45% | - | 22,13,088 | 1.45% | 2 | Mrs. Jyoti C. Raheja jointly with Mr. Chandru L. Raheja | 22,20,000 | 1.45% | - | 22,20,000 | 1.45% | 3 | Mr. Neel C. Raheja jointly with Mr. Chandru L. Raheja and Mrs. Jyoti C. Raheja | 77,68,056 | 5.11% | - | 77,68,056 | 5.11% | 4 | Mr. Chandru L. Raheja, Karta of Chandru Lachmandas HUF jointly with Mrs. Jyoti C. Raheja | 600,000 | 0.39% | - | 600,000 | 0.39% | 5 | Mr. Ravi C. Raheja jointly with Mr. Chandru L. Raheja and Mrs. Jyoti C. Raheja | 77,68,056 | 5.10% | - | 77,68,056 | 5.10% | 6 | Mr. Chandru L. Raheja | 6,912 | 0.0045% | - | 6,912 | 0.0045% | 7 | Mr. Ravi C. Raheja | 1,944 | 0.0013% | - | 1,944 | 0.0013% | 8 | Mr. Neel C. Raheja | 1,944 | 0.0013% | - | 1,944 | 0.0013% |
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| 2,05,80,000 | 13.52% | - | 2,05,80,000 | 13.52% |
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but not due for payment:
| Secured Loans
excluding deposits | Unsecured
Loans | Deposits | Total
Indebtedness | Indebtedness at the beginning of the financial year |
|
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| i) Principal Amount | 21,079,538,066 | 1,449,973,647 | - | 22,529,511,713 | ii) Interest due but not paid | - | - | - | - | iii) Interest accrued but not due | 39,823,026 | 3,811,479 | - | 43,634,505 | Total (i + ii + iii) | 21,119,361,092 | 1,453,785,126 | - | 22,573,146,218 |
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| Change in Indebtedness during the financial year (net) | (2,449,250,235) | (1,058,311,349) | - | (3,507,561,583) |
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| Indebtedness at the end of the financial year |
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| i) Principal Amount | 18,632,995,752 | 394,253,237 | - | 19,027,248,989 | ii) Interest due but not paid | - | - | - | - | iii) Interest accrued but not due | 37,115,106 | 1,220,540 | - | 38,335,646 | Total (i + ii + iii) | 18,670,110,858 | 395,473,777 | - | 19,065,584,635 |
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A) Remuneration to Managing Director, Whole-time Directors and/or Manager:
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| (Amount in Rs.) | Sl.
No. | Particulars of Remuneration | Name of MD / WTD / Manager | Name of MD / WTD / Manager | Name of MD / WTD / Manager |
|
| Mr. Ramesh Valecha | Mr. Sanjay Sethi |
| 1. | Gross Salary:
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2)Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act, 1961 | 25,570,415 | 24,601,683 | 50,172,098 | 2. | Stock Option | - | - | - | 3. | Sweat Equity | - | - | - | 4. | Commission
- as % of profit
- others, specify | - | - | - | 5. | Others, please specify | - | - | - |
| Total (A) | 25,570,415 | 24,601,683 | 50,172,098 |
| Ceiling as per the Act | Not Applicable | Not Applicable | - |
B) Remuneration to other Directors:
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| (Amount in Rs.) | Sl.
No. | Particulars of Remuneration | Name of Director | Name of Director | Total Amount |
| Independent Directors | Mr. Hetal Gandhi | Mr. Conrad D’Souza |
| 1. | - Fee for attending Board / Committee meetings | 80,000 | 90,000 | 1,70,000 |
| - Commission | 0 | 0 | 0 |
| - Others, please specify | 0 | 0 | 0 |
| Total (1) |
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| 1,70,000 |
.
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| (Amount in Rs.) | Sl.
No. | Particulars of Remuneration | Name of Director | Name of Director | Name of Director | Total Amount | 2. | Other Non-Executive Directors | Mr. Chandru Raheja | Mr. Ravi Raheja | Mr. Neel Raheja |
|
| - Fee for attending Board / Committee meetings | 60,000 | 40,000 | 90,000 | 1,90,000 |
| - Commission | 0 | 0 | 0 | 0 |
| - Others, please specify | 0 | 0 | 0 | 0 |
| Total (2) |
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| 1,90,000 |
| Total (B)=(1+2) |
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| 3,60,000 |
| Total Managerial Remuneration |
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| 5,05,32,098 |
| Overall Ceiling as per the Act |
|
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| Not Applicable |
C. Remuneration to Key Managerial Personnel other than MD/MANAGER/WTD
|
| Key Managerial Personnel | Key Managerial Personnel | Key Managerial Personnel | (Amount in Rs.) | Sl.
No. | Particulars of Remuneration | CEO | Company Secretary | CFO | Total Amount | 1. | Gross Salary:
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-tax Act, 1961
(c) Profits in lieu of salary under section 17(3) Income Tax
Act, 1961 | - | 18,21,291 | - | 18,21,291 | 2. | Stock Option | - | - | - | - | 3. | Sweat Equity |
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|
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| 4. | Commission (as % of profit/other) | - | - | - | - | 5. | Others, pleasespecify | - | - | - | - |
| Total | - | 18,21,291 | - | 18,21,291 |
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type | Section of the Companies Act | Brief Description | Details of Penalty / Punishment / Compunding fees imposed | Authority [RD / NCLT / COURT] | Appeal made, if any (give Details) | A. Company |
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| Penalty | - | - | - | - | - | Punishment | - | - | - | - | - | Compunding | - | - | - | - | - | B. Directors |
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| Penalty | - | - | - | - | - | Punishment | - | - | - | - | - | Compunding | - | - | - | - | - | C. Other officers in default |
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| Penalty | - | - | - | - | - | Punishment | - | - | - | - | - | Compunding | - | - | - | - | - |
Annexure ‘3’
Form AOC -2
(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)
Form for disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto
1. Details of contracts or arrangements or transactions not at arm’s length basis: None
Name(s) of the related party and nature of relationship | Nature of contracts/arrangements/transactions | Duration of the contracts/ arrangements/transactions | Salient terms of the contracts or arrangements or transactions including the value, if any | (a) | (b) | (c) | (d) |
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1. Details of contracts or arrangements or transactions not at arm’s length basis: None (Contd....)
Justification for entering into such contracts or arrangements or transactions | Date(s) of approval by the Board | Amount paid as advances if any: | Date on which the special resolution was passed in general meeting as required under first proviso to
section 188 | (e) | (f) | (g) | (h) |
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2. Details of material contracts or arrangement or transactions at arm’s length basis
Name(s) of the related party and nature of relationship | Nature of contracts/arrangements/transactions | Duration of the contracts/ arrangements/
transactions | Salient terms of the contracts or arrangements or transactions including the value, if any | Date(s) of approval by the Board | Amount paid as advances if any: | (a) | (b) | (c) | (d) | (f) | (g) |
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| K. Raheja Corp Group companies | To lend from time to time by way of loans to any of the K. Raheja Corp group concerns for business activities on the following terms and conditions:
a. rate of interest to be as decided mutually between the Company and the borrower:
b. as and when finalized, the rate of interest is ratified at the board meeting of the Company;
c. interest is subject to TDS as may be applicable and the net interest amount is paid by the borrower in the next one month after the end of the relevant accounting year ended 31st March;
d. there would be no fixed amount and no fixed time period for the lending and/or returning of the amount, which would be as and when based on the actual requirement of the parties;
e. consequently, there is no fixed date of repayment of such loans and the same would be repaid as and when based on the actual requirement of the parties;
f. the loans given would be unsecured;
g. a loan confirmation statement reflecting the lending and returning of the amounts is signed by the Company and the borrower at the end of every financial year.
| -- | -- | 24.10.2016 | -- | Mr. Ravi C. Raheja
Director & Member
| Interest Free Loan advanced to the Company | -- | -- | 10.05.2017 | -- | Mr. Neel C. Raheja
Director & Member
| Interest Free Loan advanced to the Company | -- | -- | 10.05.2017 | -- |
Annexure ‘4’
CHALET HOTELS PRIVATE LIMITED
Annexure to Directors’ Report 2016 - 17
Statement under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of top ten employees in terms of remuneration drawn and Employees drawing remuneration of Rs.8,50,000/- or more per month and Rs.1,02,00,000/- or more per annum
Sr.
No. | Name of the Employee | Designation | Age as on 31/03/17 | Gross Remuneration
(Rs.) | Qualification | Experience
(Years) | Previous Employment & Designation | Date of Commencement of Employment | 1 | Ramesh Valecha | Executive Director | 61 years | 2,55,70,415 | B.Com & Chartered Accountant | 36 years | K. Raheja Sales, Senior Accounts Executive | 1 July 1988 | 2 | Sanjay Sethi | Managing Director & CEO | 52 years | 2,46,01,683 | Diploma in Hotel Management | 28 years | Berggruen Hotels Pvt. Ltd. | 2 Jan 2015 | 3 | Saeid Heidari | General Manager,
J W Marriott Hotel, Mumbai | 50 years | 3,52,11,668 | Chemical Engineer and Law Degree | 25 years |
General Manager, Renaissance Mumbai Convention Centre Hotel and Marriott Executive Apartments
Marriott Hotel Doha, General Manager
| 1st June 14
5 Nov 2010 | 4 | Rex Antonius GerhardusNijhof | General Manager - Renaissance Mumbai (upto 30.06.2016) | 50 years | 14,741,203 | Bachelor of Science in Hospitality Management, Graduated with honors | 26 years | General Manager, Amsterdam Marriott Hotel,
The Netherlands | 9th June 14 | 5 | Nicholas Dumbell | General Manager Renaissance Mumbai | 43 years | 16,789,304 | Bachelor of Hotel Administration | 23 years | General Manager, Marriott Whitefield Bengaluru, India | 1st September 16 | 6 | Dietmar Kienhofer | General Manager,
The Westin Mindspace, Hyderabad | 54 years | 3,76,42,836 | Certificate in Hotel Management, MBA | 16 years | The Westin, Tokyo | 1 Jan 2015 | 7 | Dharmender Singh Yadav |
Vice President - Projects
| 41 years | 64,93,770 | B-Tech | 16 | Staywell, Director - Technical Services & Projects | 10th December 2015 | 8 | Surjan Singh | Director - Food & Beverage | 44 | 60,84,950 | Hotel Management & MBA in Marketing | 22 | Director - Food & Beverage, JW Bangaluru | 10th March 16 | 9 | Amlan Chakraborty | Senior Vice President - Operations | 45 | 5913666 | BBM | 20 | DLF Retail Developers Ltd., Sr. General Manager - Marketing | 8th October 2010 | 10 | Milind Wadekar | Vice President - Accounts & Finance | 48 | 5316906 | B.Com, CA | 25 | Hotel Leela Venture Limited, Financial Controller | 24th August 2009 |
Annexure ‘5’
CHALET HOTELS PRIVATE LIMITED
Energy Conservation Measures Undertaken by the Company in the year 2016-17 at various properties
FOUR POINTS BY SHERATON VASHI
1. Replacement of halogen lamps with LED lights
2. Enerkeeper equipment installed with the transformer for power saving.
3. Recovery of laundry return steam condensate to provide forwarm water
4. Sun film provided in the elevation glass for heat retraction in the building
5. Energy efficient Heat Pump installed which produces chilled water as a by-product when producing hot water
6. Energy efficient screw chiller installed
7. Energy efficient low approach cooling tower hasbeen installed for the chiller
8. Plant room optimizer system installed in HVAC to monitor power consumption and control
J W MARRIOTT SAHAR
1. Tube lights replaced with LED lights
2. Laundry drier program is modified as per humidityresulting in power saving
3. Heat Recovery Wheel Cold Air is being utilized for laundry freshair precooling
4. Chiller Programming has been changed for best efficiency
5. Motion Sensors have been installed for lighting control
WESTIN
1. Cooling tower Hub replacement with new Energy Efficient motor
2. Pressure Reducing Valve fixed for Heart of the House Cold Water and Hot Water lines
3. Conversion of Split AC to Fan Coil Unit
4. Corridor Lights replaced with LED
5. Guest Room light replacementDescription of state of companies affairReview of Operations / State of Company’s Affairs (i) Revenue from hotel operations was Rs.627.82 Crores (Previous Year Rs.564.43 Crores) whilst Revenue generated from sales in the Company’s residential real estate projects was Rs.11.14 Crores (Previous Year Rs.7.74 Crores). (ii) During the year, all operating hotels of the Company performed to their potential. Four Points by Sheraton, Navi Mumbai and Westin, Hyderabad maintained their leadership position in their competitive set. Business at J W Marriott at Sahar continued to grow as the hotel comes closer to a steady state, having completed two years of operations. Renovation of the Renaissance Hotel at Powai was completed during the year and the Hotel has performed well post renovations and was well received by its guests. (iii) The litigation with Hindustan Aeronautics Ltd. (HAL)in respect of its residential project at Koramangala continues in the Karnataka High Court. The losses from the aforementioned project have adversely impacted the net worth of the Company. (iv) The Company has disposed offits investments in a few companies resulting in a net gain of Rs.135.66 crores during the year. In accordance with the requirement of Accounting Standard 10, the Company undertook a revaluation of its freehold land across locations. Consequently the Revaluation Surplus has been credited with Rs.518.65 crores during the year. Details regarding energy conservationAnnexure ‘5’ CHALET HOTELS PRIVATE LIMITED Energy Conservation Measures Undertaken by the Company in the year 2016-17 at various properties FOUR POINTS BY SHERATON VASHI 1. Replacement of halogen lamps with LED lights 2. Enerkeeper equipment installed with the transformer for power saving. 3. Recovery of laundry return steam condensate to provide forwarm water 4. Sun film provided in the elevation glass for heat retraction in the building 5. Energy efficient Heat Pump installed which produces chilled water as a by-product when producing hot water 6. Energy efficient screw chiller installed 7. Energy efficient low approach cooling tower hasbeen installed for the chiller 8. Plant room optimizer system installed in HVAC to monitor power consumption and control J W MARRIOTT SAHAR 1. Tube lights replaced with LED lights 2. Laundry drier program is modified as per humidityresulting in power saving 3. Heat Recovery Wheel Cold Air is being utilized for laundry freshair precooling 4. Chiller Programming has been changed for best efficiency 5. Motion Sensors have been installed for lighting control WESTIN 1. Cooling tower Hub replacement with new Energy Efficient motor 2. Pressure Reducing Valve fixed for Heart of the House Cold Water and Hot Water lines 3. Conversion of Split AC to Fan Coil Unit 4. Corridor Lights replaced with LED 5. Guest Room light replacement Details regarding technology absorptionTechnology absorption: Not applicable to the Company. Details regarding foreign exchange earnings and outgoForeign Exchange Earnings and Outgo During the year under review, the Company earned foreign exchange of Rs.346.77 crores (Previous Year Rs.272.53 crores) from services to hotel guests. The total foreign exchange outgo during the year was Rs.91.51 crores (Previous Year Rs.110.56 crores) towards import of capital goods, payment towards technical and consultation fees, design services, travelling expenses and reimbursements of costs and expenses. Disclosures in director’s responsibility statementDirectors’ Responsibility Statement In terms of Section 134 (5) of the Companies Act 2013, the Board of Directors of the Company, state in respect of the year ended 31st March 2017 that: (a) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; (b) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are 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 loss of the company for that period; (c) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; (d) the directors have prepared the annual accounts on a going concern basis; (e) the company, has laid down internal financial controls to be followed and such internal financial controls are adequate and are operating effectively; (f) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.
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