Annual Report 2012-2013 CONTENTS
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Annual Report 2012-2013 CONTENTS Company Information 2 Financial Highlights 3 Notice 4 - 11 Directors’ Report 12 - 16 Management Discussion and Analysis 17 - 37 Report on Corporate Governance 38 - 51 Corporate Social Responsibility Initiatives 52 - 53 Standalone Financials Break-up of Total Expenses 54 Auditors’ Report 55 - 59 Balance Sheet 60 Statement of Profit and Loss 61 Cash Flow Statement 62 - 63 Notes to Financial Statements 64 - 105 Statement pursuant to Section 212 106 - 109 Financial Statistics 110 - 111 Consolidated Financials Auditors’ Report 112 - 113 Financial Statements 114 - 159 Consolidated Financial Statistics 160 1 The Indian Hotels Company Limited COMPANY INFORMATION Board of Directors Management Cyrus P. Mistry Chairman Raymond N. Bickson Managing Director (w.e.f. December 28, 2012) Anil P. Goel Executive Director – Finance Ratan N. Tata Chairman Abhijit Mukerji Executive Director – Hotel Operations (retired w.e.f. December 28, 2012) Mehernosh S. Kapadia Executive Director – Corporate Affairs R. K. Krishna Kumar Vice Chairman Deepa Misra Harris Sr. Vice President – Sales & Marketing K. B. Dadiseth H. N. Shrinivas Sr. Vice President – Human Resources Deepak Parekh Yannick Poupon Chief Operating Officer – Luxury Hotels (International) Jagdish Capoor Jyoti Narang Chief Operating Officer – Luxury Hotels (India) Shapoor Mistry Veer Vijay Singh Chief Operating Officer – Vivanta Hotels Nadir Godrej Prabhat Verma Chief Operating Officer – Gateway Hotels A. R. Aga Beejal Desai Vice President – Legal & Company Secretary (resigned w.e.f. June 6, 2012) Guy Lindsay Macintyre Crawford (w.e.f. March 27, 2013) Raymond N. Bickson Managing Director Anil P. Goel Executive Director – Finance Abhijit Mukerji Executive Director – Hotel Operations Mehernosh S. Kapadia Executive Director – Corporate Affairs Committees of the Board Audit Committee Solicitors K. B. Dadiseth Chairman Mulla & Mulla & Craigie Blunt & Caroe Deepak Parekh Jagdish Capoor Remuneration Committee Auditors Jagdish Capoor Chairman Deloitte Haskins & Sells Cyrus P. Mistry PKF Sridhar & Santhanam R. K. Krishna Kumar Shareholders’ / Investor Grievance Committee Bankers R. K. Krishna Kumar Chairman The Hongkong & Shanghai Banking Corporation Ltd. Raymond N. Bickson Standard Chartered Bank Abhijit Mukerji Citibank N.A Registered Office & Share Department HDFC Bank Ltd. Mandlik House, Mandlik Road, Mumbai 400 001 ICICI Bank Ltd. Tel: 6639 5515 Fax: 2202 7442 Email: [email protected] Website: www.tajhotels.com 2 Annual Report 2012-2013 Financial Highlights 2012-13 2011-12 ` crores ` crores Gross Revenue 1,924.79 1,864.72 Profit Before Tax and Exceptional Items 223.12 236.03 Profit Before Tax (209.79) 229.92 Profit After Tax (276.61) 145.35 Dividend @ 69.40 75.95 Retained Earnings * 135.84 170.98 Total Assets 7,226.22 7,363.98 Net Worth 3,307.65 3,377.02 Borrowings 2,522.27 2,679.38 Debt : Equity Ratio 0.76:1 0.79:1 Net Worth Per Ordinary Share of ` 1/- each - In ` 40.96 # 42.83 Earnings Per Ordinary Share (Basic & Diluted) - In ` (3.47) 1.91 Dividend Per Ordinary Share - In ` 0.80 1.00 Dividend % 80 100 @ Includes Dividend of ` 4.80 crores paid for previous year. * Excludes ` 373 crores being provision for dimunition in value of long term investment. # Excludes Share Warrants of ` 124.37 crores. 3 The Indian Hotels Company Limited NOTICE NOTICE is hereby given that the HUNDRED AND TWELFTH ANNUAL GENERAL MEETING of THE INDIAN HOTELS COMPANY LIMITED will be held at the Birla Matushri Sabhagar, 19, Sir Vithaldas Thackersey Marg, Mumbai 400 020, on Friday, August 2, 2013, at 3.00 p.m. to transact the following business: 1. To receive, consider and adopt the Audited Statement of Profit and Loss for the year ended March 31, 2013, and the Balance Sheet as at that date, together with the Reports of the Board of Directors and the Auditors thereon. 2. To declare a dividend on Ordinary shares. 3. To appoint a Director in place of Mr. Deepak Parekh, who retires by rotation and is eligible for re-appointment. 4. To appoint a Director in place of Mr. Shapoor Mistry, who retires by rotation and is eligible for re-appointment. 5. To appoint Auditors and fix their remuneration. 6. Appointment of Mr. Cyrus P. Mistry as a Director of the Company. To appoint a Director in place of Mr. Cyrus P. Mistry, who was appointed as an Additional Director of the Company with effect from December 28, 2012, by the Board of Directors and who holds office upto the date of the forthcoming Annual General Meeting of the Company under Section 260 of the Companies Act, 1956 (the Act), but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Act along with the prescribed deposit from a Member proposing his candidature, for the office of the Director of the Company. 7. Appointment of Mr. Guy Lindsay Macintyre Crawford as a Director of the Company. To appoint a Director in place of Mr. Guy Lindsay Macintyre Crawford, who was appointed as an Additional Director of the Company with effect from March 27, 2013 by the Board of Directors and who holds office upto the date of the forthcoming Annual General Meeting of the Company under Section 260 of the Companies Act, 1956 (the Act), but who is eligible for appointment and in respect of whom the Company has received a notice in writing under Section 257 of the Act along with the prescribed deposit from a Member proposing his candidature, for the office of the Director of the Company. 8. Re-appointment of Mr. Raymond N. Bickson as Managing Director of the Company. To consider and, if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 and such other applicable provisions, if any, of the Companies Act, 1956, (the Act) read with Schedule XIII to the Act, including any statutory modification or re- enactment thereof and subject to such other approvals if any, the Company hereby approves the re-appointment and terms of remuneration of Mr. Raymond N. Bickson, as the Managing Director of the Company for a period of 5 years with effect from July 19, 2013, upon the terms and conditions, including those relating to remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting, including the minimum remuneration to be paid in the event of loss or inadequacy of profits in any financial year, during the tenure of his appointment, with authority to the Directors to alter and vary the terms and conditions of the said re-appointment in such manner as may be agreed to between the Directors and Mr. Raymond N. Bickson.” 9. Re-appointment of Mr. Anil P. Goel as a Whole-time Director of the Company. To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 and such other applicable provisions, if any, of the Companies Act, 1956, (the Act) read with Schedule XIII to the Act, including any statutory modification or re- enactment thereof and subject to such other approvals if any, the Company hereby approves the re-appointment and terms of remuneration of Mr. Anil P. Goel, as a Whole - time Director of the Company for a period of 3 years with effect from March 17, 2013, upon the terms and conditions, including those relating to remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting, including the minimum remuneration to be paid in the event of loss or inadequacy of profits in any financial year, during the tenure of his appointment, with authority to the Directors to alter and vary the terms and conditions of the said re-appointment in such manner as may be agreed to between the Directors and Mr. Anil P. Goel.” 4 Annual Report 2012-2013 10. Re-appointment of Mr. Abhijit Mukerji as a Whole-time Director of the Company. To consider and, if thought fit, to pass with or without modification, the following resolution as a Special Resolution: “RESOLVED THAT pursuant to the provisions of Sections 198, 269, 309 and such other applicable provisions, if any, of the Companies Act, 1956, (the Act) read with Schedule XIII to the Act, including any statutory modification or re-enactment thereof and subject to such other approvals if any, the Company hereby approves the re-appointment and terms of remuneration of Mr. Abhijit Mukerji, as a Whole - time Director of the Company for a period of 3 years with effect from March 17, 2013, upon the terms and conditions, including those relating to remuneration as set out in the Explanatory Statement annexed to the Notice convening this Meeting, including the minimum remuneration to be paid in the event of loss or inadequacy of profits in any financial year, during the tenure of his appointment, with authority to the Directors to alter and vary the terms and conditions of the said re-appointment in such manner as may be agreed to between the Directors and Mr. Abhijit Mukerji.” NOTES: 1. The relative Explanatory Statement, pursuant to Section 173 of the Companies Act, 1956, in respect of the business under Item Nos. 6 to 10 is annexed hereto. 2. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY. The instrument appointing the proxy should be received at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.