Corporate Information Board of Directors Committees of Board of Directors Arun Nanda, Chairman Audit Committee Corporate Social Cyrus Guzder Sridar Iyengar Responsibility Committee Vineet Nayyar Cyrus Guzder Arun Nanda Rohit Khattar Rohit Khattar Cyrus Guzder Sridar Iyengar Sanjeev Aga V S Parthasarathy Sanjeev Aga V S Parthasarathy Kavinder Singh V S Parthasarathy Radhika Shastry Nomination and Remuneration Stakeholders Relationship Kavinder Singh, Managing Director & CEO Committee Committee S Krishnan, CFO & Executive Director Arun Nanda Arun Nanda [Re-designated as Executive Director w.e.f. May 20, 2017] Vineet Nayyar V S Parthasarathy Chief Financial Officer Cyrus Guzder Kavinder Singh Akhila Balachandar Rohit Khattar Inventory Approval Committee [w.e.f. May 20, 2017] Sridar Iyengar Arun Nanda General Counsel & Strategy Review Committee Cyrus Guzder Company Secretary Arun Nanda Kavinder Singh Dinesh Shetty Cyrus Guzder Risk Management Committee Registered Office Rohit Khattar Arun Nanda Mahindra Towers, 2nd Floor, No. 17/18, Sanjeev Aga Cyrus Guzder Patullos Road, Chennai - 600002 Kavinder Singh V S Parthasarathy Tamil Nadu, India T: +91 44 39881000 F: +91 44 30277778 Investment Committee Kavinder Singh E: [email protected] Arun Nanda Committee of Directors – W: www.clubmahindra.com Cyrus Guzder Investments CIN: L55101TN1996PLC036595 V S Parthasarathy Arun Nanda Corporate Office V S Parthasarathy Loans & Investment Committee Mahindra Towers, 1st Floor, ‘A’ Wing, Cyrus Guzder Arun Nanda Dr. G.M Bhosle Marg, P.K. Kurne Chowk, Sanjeev Aga Worli, Mumbai - 400018 V S Parthasarathy Maharashtra, India Cyrus Guzder T: +91 22 33684722 F: +91 22 33684721 Sanjeev Aga Statutory Auditors Bankers Deloitte Haskins & Sells YES Bank Limited Chartered Accountants HDFC Bank Limited ASV N Ramana Tower Registrar and Transfer Agents 52, Venkatnarayana Road T. Nagar, Chennai - 600017 Karvy Computershare Private Limited Karvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Secretarial Auditor Nanakramguda, Hyderabad - 500032 T: +91 40 67162222; Fax: +91 40 23001153; Toll free No: 18003454001 M Siroya and Company E-mail : [email protected] Company Secretaries Chennai Office: A-103, Samved Building, F-11, First Floor, Akshya Plaza, 108 Adithanar Salai, Rajendra Nagar, Borivali (East), Egmore, Chennai - 600002 Mumbai - 400066 Phone : +91 44 28587781 Annual Report 2016–2017 | 1 Mahindra Holidays & Resorts India Limited Contents Chairman's Message ............................................................................................................................................................................................................. 3 Statutory Reports Directors’ Report ..................................................................................................................................................................................................................... 4 Management Discussion and Analysis ......................................................................................................................................................................... 33 Corporate Governance Report ........................................................................................................................................................................................ 42 Financial Section Independent Auditors’ Report on Standalone Financial Statements............................................................................................................. 59 Standalone Financial Statements.................................................................................................................................................................................... 64 Independent Auditors’ Report on Consolidated Financial Statements ........................................................................................................ 117 Consolidated Financial Statements ............................................................................................................................................................................... 122 Financial Highlights for Last 5 Years ............................................................................................................................................................................ 192 2 | Annual Report 2016–2017 Chairman’s Message for approximately 50 per cent of sales clearly showing “Club Mahindra” has been able to generate the required “pull” for its core proposition. There has been a very healthy increase in the room inventory across the various resorts. In 2009-10, your Company had around 1500 rooms. This has doubled to 3000+ rooms at the end of 2016-17, making your Company the largest leisure hospitality player in India. Your Company can proudly claim that it has created many new holiday destinations across India. Two decades ago, places like Binsar, Naukuchiatal, Kandaghat, Munnar, Madikeri, Virajpet, Varca, Ashtamudi, Thekkady, Kanha and Kumbhalgarh were not on the family tourism map. Today, these are well known tourist destinations, thanks to Mahindra Holidays. By creating comfortable eco-friendly resorts in these areas, your Company has not only created new tourist destinations but also provided livelihood and employment for the local communities. All these and many other initiatives are reflected in your Company’s financials. During 2016-17, the Company’s standalone operating income crossed Rs.1000 crore. Profit after tax stood at Rs.131 crore — a growth of 15 per cent over the Dear Shareholders, last year. What makes this performance all the more creditable is that it was achieved despite an adverse macroeconomic I am happy to share my thoughts with you as your Company environment. Not only did economic growth decelerate by completes twenty successful years. During the two decades, 1.3 per cent during the year — coming down to 6.6 per cent your Company’s flagship brand – Club Mahindra Holidays from 7.9 per cent in the previous year, demonetisation also (CMH) — has assured customers of consistently high quality proved to be a dampener on consumer sentiments, especially and memorable family experiences. It has always lived by for high-value discretionary spend categories like vacation the credo: ‘Make Every Moment Magical’ for its vacation ownership. ownership members and guests. I really feel proud of the fact that your Company has been able to create a culture of regular In the year 2014-15, your Company took a major step in vacationing amongst our members. realising its global vision by acquiring 18% stake in Holiday Club Resorts Oy (HCR), a leading vacation ownership company Mahindra Holidays during its 20 year journey has created a in Europe. Subsequently, the stake has been increased to reputation for: around 95 per cent. With this investment, Mahindra Holidays Ŕ 4QPUUJOH IJUIFSUP VOFYQMPSFE EFTUJOBUJPOT BOE DSFBUJOH along with HCR has become the largest vacation ownership marquee resorts. company outside of US. I am also pleased to say that HCR Ŕ .BOBHJOH UIFTF GVMMZ TFSWJDFE SFTPSUT PGUFO JO SFMBUJWFMZ made a profit in the previous year and the future augurs well remote destinations, with high standards of service. for the company in Finland. Ŕ $SFBUJOH UIF MBSHFTU EJSFDU TBMFT GPSDF OFUXPSL JO UIF Above all, your Company has a healthy balance sheet. An hospitality industry within India. inventory of over 3000 rooms with near zero debt at the parent In its 20th year, your Company is proud to have 2.18 lakh level. The debt in the subsidiaries is to take advantage of low members who have a choice to avail holidays across 49 interest rate available in those countries and is fully backed by picturesque resorts in hill stations, on beaches, by backwaters, assets in subsidiaries. close to wildlife sanctuaries and near forts and heritage All this would not have been possible without the excellent destinations. Your Company provides flexibility to its vacation work done by the management team, duly supported by all the ownership members in choosing the time of their holiday and employees and of course consistently upgrading technology type of accommodation across growing number of resort to not only improve member experience but also operations. locations. It also strives to deliver a complete family experience that caters to the varying needs of all members of the family, Please join me in congratulating every employee of Mahindra from children, young adults to parents to grandparents. Many a Holidays for this performance in 2016-17 and also in times, I have seen four generations holidaying together. Where encouraging them to do even better in the future. else is that possible? - It happens “Only At Club Mahindra”. Thank you for your support. When I first wrote to you after your Company’s IPO in With warm regards, 2009-10, we had 1.10 lakh Club Mahindra members. By 2016-17, the membership base has almost doubled to 2.18 Arun Nanda lakh. Digital leads and referrals from existing members account Chairman Annual Report 2016–2017 | 3 Mahindra Holidays & Resorts India Limited Directors’ Report Dear Shareholders, Your Directors are pleased to present their Twenty First Report together with the Audited Financial Statements of your Company for the year ended March 31, 2017. 1. Operations and Financial Overview During 2016-17, your Company has registered an impressive performance in spite of a subdued consumer sentiments, especially towards high-value discretionary spend categories and weakened