SUBSIDIARY COMPANIES - ITC Ltd

REPORT OF THE DIRECTORS FOR THE FINANCIAL YEAR ENDED
31ST MARCH, 2012
Your Directors submit their Report for the financial year ended 31st March, 2012.
Performance and Hotel Operations
During the year under review, your Company recorded an income of ` 57.66 crores
(previous year - ` 56.04 crores), Pre-tax profit of ` 11.89 crores (previous year -
` 12.85 crores) and Post-tax profit of ` 9.40 crores (previous year - ` 9.26 crores) after
providing for income tax of ` 2.49 crores (previous year ` 3.59 crores). Earnings Per
Share for the year stands at ` 3.92 (previous year - ` 3.86). Cash flows from Operations
were ` 10.41 crores during the year (previous year - ` 11.69 crores).
Your Directors are pleased to recommend a Dividend of ` 2/- (previous year - ` 2/-)
per Equity Share of ` 10/- each for the year ended 31st March, 2012. Your Board further
recommends a transfer to General Reserve of ` 0.75 crores (previous year -
` 0.75 crores).
Political instability and influx of new inventory, with internationally benchmarked
offerings, catering to various segments of the market mix, has adversely affected the
financial performance of the company. The impetus towards continued focus on quality
and superior guest experience is reflected in your hotel ranking 1st in the Global
Distribution System (GDS) and Value Index Growth.
Proactive steps taken to contain costs have resulted in improving the bottom line of
the Company appreciably in a year of intense market competition and high inflation.
Awards
The hotel’s culinary excellence has been recognised with Times Food Guide accolades
for ‘Kebabs & Kurries’ and ‘Dakshin’ as the best in their category. In addition the
‘Marco Polo’ bar received the award for best outlet in its category during the year.
Conservation of Energy, Foreign Exchange Earnings and Outgo
Your Company has obtained LEED (Leadership in Energy and Environment Design)
Platinum certification from US Green Building Council (USGBC) in the Existing Building
(EB) category, as part of a holistic approach towards sustainability. This has helped
achieve significant energy savings.
Your Company continued its efforts to improve energy usage efficiency and increase
contributions from renewable sources of energy.
During the year, your Company earned ` 21.52 crores in foreign exchange (previous
year - ` 21.67 crores) and its foreign exchange outgo was ` 1.64 crores (previous
year - ` 1.69 crores).
Directors
The Board of Directors at its meeting held on 27th April, 2012, reappointed, subject
to the approval of the Members, Mr George Verghese as the Managing Director of the
Company for a period of three years effective 1st June, 2012. The resolution seeking
your approval to such appointment appears in the Notice convening the 27th Annual
General Meeting of the Company.
AUDITORS’ REPORT TO THE MEMBERS OF SRINIVASA RESORTS LIMITED
1. We have audited the attached Balance Sheet of Srinivasa Resorts Limited (the
“Company”) as at March 31, 2012, and the related Statement of Profit and Loss
and Cash Flow Statement for the year ended on that date annexed thereto, which
we have signed under reference to this report. These financial statements are the
responsibility of the Company’s Management. Our responsibility is to express an
opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally
accepted in India. Those Standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made
by Management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by
the Companies (Auditor’s Report) (Amendment) Order, 2004 (together the
“Order”), issued by the Central Government of India in terms of sub-section (4A)
of Section 227 of ‘The Companies Act, 1956’ of India (the ‘Act’) and on the basis
of such checks of the books and records of the Company as we considered
appropriate and according to the information and explanations given to us, we
give in the Annexure a statement on the matters specified in paragraphs 4 and
5 of the Order.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we
report that:
(a) We have obtained all the information and explanations which, to the best
of our knowledge and belief, were necessary for the purposes of our audit;
(b) In our opinion, proper books of account as required by law have been kept
by the Company so far as appears from our examination of those books;
ANNEXURE TO AUDITORS’ REPORT
Referred to in paragraph 3 of the Auditors’ Report of even date to the members of
Srinivasa Resorts Limited on the financial statements as of and for the year ended
March 31, 2012.
1. (a) The Company is maintaining proper records showing full particulars, including
quantitative details and situation, of fixed assets.
(b) The fixed assets of the Company have been physically verified by the
Management during the year and no material discrepancies between the
book records and the physical inventory have been noticed. In our opinion,
the frequency of verification is reasonable.
(c) In our opinion, and according to the information and explanations given to
us, a substantial part of fixed assets has not been disposed of by the Company
during the year.
2. (a) The inventory has been physically verified by the Management during the
year. In our opinion, the frequency of verification is reasonable.
In accordance with the provisions of Article 151 of the Articles of Association of the
Company, Mr. S.C.Sekhar and Mr. Dipak Haksar will retire by rotation at the ensuing
Annual General Meeting and being eligible, offer themselves for re-appointment.
Human Resource
Your Company continues to attract and retain talent of the highest quality. Your
Company has initiated various training and development programmes to sustain
competitive edge.
Your Directors place on record their sincere appreciation of the efforts made and the
support rendered by 391 employees deployed in the Company’s hotel.
Particulars of Employees
None of the employees fall under the purview of the provisions of Section 217(2A) of
the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules,
1975.
Auditors
Your Company’s Auditors, Messrs. Lovelock & Lewes, Chartered Accountants, retire
at the ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment.
Audit Committee
The Audit Committee of the Company comprises of Mr. S.C. Sekhar as Chairman and
Messrs. N. R. Pradeep Reddy and Dipak Haksar as Members.
Directors’ Responsibility Statement
As required under Section 217 (2AA) of the Companies Act, 1956, your Directors
confirm having:
(i) followed in the preparation of the Annual Accounts the applicable Accounting
Standards with proper explanations relating to material departures, if any;
(ii) selected such accounting policies and applied them consistently and made
judgements and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of your Company at the end of the financial
year and of the profit of your Company for that period;
(iii) 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 your Company and for preventing and detecting fraud
and other irregularities; and
(iv) prepared the Annual Accounts on a going concern basis.
On behalf of the Board
Place: Gurgaon Gunupati Sivakumar Reddy
Date : 27th April, 2012 Chairman
(c) The Balance Sheet, Statement of Profit and Loss and Cash Flow Statement
dealt with by this report are in agreement with the books of account;
(d) In our opinion, the Balance Sheet, Statement of Profit and Loss and Cash
Flow Statement dealt with by this report comply with the accounting standards
referred to in sub-section (3C) of Section 211 of the Act;
(e) On the basis of written representations received from the directors, as on
March 31, 2012 and taken on record by the Board of Directors, none of the
directors is disqualified as on March 31, 2012 from being appointed as a
director in terms of clause (g) of sub-section (1) of Section 274 of the Act;
(f) In our opinion and to the best of our information and according to the
explanations given to us, the said financial statements together with the
notes thereon and attached thereto give, in the prescribed manner, the
information required by the Act, and give a true and fair view in conformity
with the accounting principles generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the company
as at March 31, 2012;
(ii) in the case of the Statement of Profit and Loss, of the profit for the year
ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the year
ended on that date.
Place: Gurgaon
Date : 27th April, 2012
SRINIVASA RESORTS LIMITED
For Lovelock & Lewes
Chartered Accountants
Firm’s Registration Number : 301056E
Sunit Kumar Basu
Partner
Membership No. : 55000
(b) In our opinion, the procedures of physical verification of inventory followed
by the Management are reasonable and adequate in relation to the size of
the Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our opinion, the
Company is maintaining proper records of inventory. The discrepancies
noticed on physical verification of inventory as compared to book records
were not material.
3. (a) The Company has not granted any loans, secured or unsecured, to companies,
firms or other parties covered in the register maintained under Section 301
of the Act.
(b) The Company has not taken any loans, secured or unsecured, from companies,
firms or other parties covered in the register maintained under Section 301 of
the Act.
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