R K Krishna Kumar D Varada Reddy S B P V Ramamohana Rao Dr. G
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ORIENTAL HOTELS LIMITED BOARD OF DIRECTORS (as on May 8, 2012) R K Krishna Kumar Chairman D Varada Reddy Managing Director S B P V Ramamohana Rao Director Dr. G Sundaram Director Raymond N Bickson Director D R Kaarthikeyan Director Diwan Arun Nanda Director Venu Srinivasan Director D Vijayagopal Reddy Director S Y Syed Meeran Director Pramod Ranjan Director Ramesh D Hariani Director 1 ORIENTAL HOTELS LIMITED SHAREHOLDERS’ INFORMATION Annual General Meeting July 17, 2012 at 2.45 p.m. Venue Satguru Sri Gnanananda Hall, Narada Gana Sabha, 314, T T K Road, Chennai 600 018 Company Secretary T S Sundarambal Legal Advisor T Raghavan No. 25, T T K Road, Chennai 600 018 Auditors Messrs. Brahmayya & Co., Chartered Accountants No. 48, Masilamani Road, Balaji Nagar Royapettah, Chennai 600 014 Messrs. SNB Associates Chartered Accountants No. 12, III Floor, Gemini Parsn Complex, 121, Anna Salai, Chennai 600 006 Bankers Standard Chartered Bank Indian Bank HDFC Bank Book Closure Date July 11, 2012 to July 17, 2012 (both days inclusive) Registered Office Taj Coromandel, 37, Mahatma Gandhi Road, Chennai 600 034 Secretary’s Office Paramount Plaza II Floor 47, Mahatma Gandhi Road, Chennai 600 034 Telephone: 044-28222827 Fax: 044-28254447/28278138 E-mail [email protected] Website www.orientalhotels.co.in Listing • Equity Shares Madras Stock Exchange Ltd. Exchange Building, New No. 30, Second Line Beach Chennai – 600 001 Telephone:044-25228951/52/53/4393 Fax:044-25244897 Bombay Stock Exchange Ltd. II Floor, New Trading Ring, Rountana Building P J Towers, Dalal Street, Mumbai : 400 001 Telephone:022-22721233/34 Fax:022-22722082/3132 National Stock Exchange of India Ltd. Exchange Plaza, 5 th Floor, Plot No. C/1, G Block, Bandra Kurla Complex, Bandra (E), Mumbai : 400 051 Telephone: 022-26598235/36/8346 Fax: 26598237/38/8347/48 • Shares underlying Luxembourg Stock Exchange Global Depository Societe de la Bourse, De Luxembourg S A B.P.165 Receipts L-2011 Luxembourg Fax: 00352473228/3298 ISIN Number INE750A01020 Stock Code ORIENTHOT EQ – National Stock Exchange Ltd. 500314 – Bombay Stock Exchange Ltd. Registrars & Share Transfer M/s Integrated Enterprises (India) Ltd. Agents II Floor, Kences Towers, 1, Ramakrishna Street, T Nagar, Chennai 600 017 2 ORIENTAL HOTELS LIMITED CONTENTS Page Nos. Financial Highlights 4 Notice to Members 5-8 Directors’ Report 9-13 Management Discussion and Analysis 14-23 Corporate Governance Report 24-44 Auditors’ Certificate on Corporate Governance 45 Community Initiatives 46 Auditors’ Report 47-50 Balance Sheet 51 Profit & Loss Statement 52 Cash flow Statement 53-54 Note 1 : Significant Accounting policies 55-56 Note 2 : Share Capital 57 Note 3 : Reserves and Surplus 57-58 Note 4 : Long Term Borrowings 58 Note 5 : Deferred Tax Liability (net) 59 Note 6 : Other Long Term Liability 59 Note 7 : Long Term Provisions 59 Note 8 : Trade Payables 59-60 Note 9 : Other Current Liabilities 60 Note 10 : Short Term Provisions 60 Note 11 : Fixed Assets 61 Note 12 : Non Current Investments 62-63 Note 13 : Long Term Loans and Advances 63 Note 14 : Inventories 63 Note 15 : Trade Receivables 64 Note 16 : cash and Bank Balances 64 Note 17 : Short Term Loans and Advances 64-65 Note 18 : Other Current Assets 65 Note 19 : Rooms, Restaurants, banquets and other income 65 Note 20 : Cost of materials consumed 66 Note 21 : Employee benefit expense 66 Note 22 : Finance Costs 66 Note 23 : Other Expenses 66-67 Notes 24 to 46 : Notes to Financial Statements 67-75 Financial Statistics 76 Forty second Annual General on Statement pursuant to Section 212 77 Tuesday, July 17, 2012 at 2.45 p.m. Summary of financial Information of Subsidiary Company 78 at Sathguru Sri Gnanananda Hall, Consolidated Financial Statements 79-107 Narada Gana Sabha, 314, T T K Road, Chennai 600 018 3 ORIENTAL HOTELS LIMITED FINANCIAL HIGHLIGHTS ``` Lakhs HIGHLIGHTS 2011-12 2010-11 2009-10 2008-09 2007-08 Gross Revenue 27,020.53 23,904.11 20,216.69 21,836.08 22,004.60 Profit Before Tax 1,880.96 3,205.99 3,536.99 5,757.84 6,657.60 Taxation 617.76 977.42 1,222.43 2,025.46 2,308.24 Profit After Tax 1,263.20 2,228.57 2,314.56 3,732.38 4,349.36 Dividend, dividend tax, Surcharge and cess 934.08 1,660.58 1,561.97 1,880.57 2,194.00 Retained Earnings 2,284.27 2,110.71 2,123.90 3,175.60 3,415.31 Funds Employed 56,424.38 52,032.64 48,833.87 35,839.94 27,536.26 Net Worth 29,488.98 29,204.99 28,637.00 27,884.41 26,032.60 Borrowings 29,036.85 21,667.90 19,065.95 6,766.42 304.82 Net Worth per Share 16.51 16.35 16.03 15.61 14.56 Earnings per Equity Share 0.71 1.25 1.30 2.09 2.44 Dividend on Equity Share 45% 80% 75% 90% 105% Debt : Equity Ratio 0.98 : 1 0.74 : 1 0.66 : 1 0.24 : 1 0.01 : 1 Note : Net worth per share is based on equity share of ` 1/- 4 ORIENTAL HOTELS LIMITED NOTICE TO MEMBERS NOTICE is hereby given that the Forty Second Annual General Meeting of the Members of Oriental Hotels Limited will be held at Sathguru Sri Gnanananda Hall, Narada Gana Sabha, 314, T T K Road, Chennai 600 018 on Tuesday, July 17, 2012 at 2.45 p.m. to transact the following business: 1. To receive, consider and adopt the Directors’ Report, Audited Profit and Loss Statement for the financial year ended March 31, 2012 and the Balance Sheet as on that date together with the Auditors’ Report thereon. 2. To declare a dividend. 3. To appoint a Director in the place of Mr. R K Krishna Kumar who retires by rotation and is eligible for re-appointment. 4. To appoint a Director in the place of Mr. Pramod Ranjan who retires by rotation and is eligible for re-appointment. 5. To appoint a Director in the place of Mr. Arun Nanda who retires by rotation and is eligible for re- appointment. 6. To appoint Auditors and fix their remuneration. NOTES : 1. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE ON A POLL INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER. The instrument appointing a proxy should however be deposited at the Registered Office of the Company or at the office of the Company Secretary not less than 48 hours before the commencement of the meeting. 2. The Register of Members and the Transfer Books will remain closed from July 11, 2012 to July 17, 2012 (both days inclusive) for payment of dividend. 3. The dividend on Equity Shares as recommended by the Directors for the year ended March 31, 2012, if approved at the Annual General Meeting, will be paid within 30 days i.e. on or before August 15, 2012 to those Members whose names appear in the Register of Members as on July 17, 2012. In respect of shares held in electronic form, the dividend will be payable on the basis of beneficial ownership as per details furnished by the Depositories for this purpose. 4. The Company prefers use of ECS/NECS for payment of dividend. Considering the advantages and in order to avoid loss of dividend warrants in transit, delay in receiving the warrants and to protect against fraudulent encashment of dividend warrants, members are requested to provide ECS/NECS Mandate, if not provided earlier. In respect of the Members who have given mandate for payment of dividend through ECS/NECS, the dividend will be paid through ECS/NECS and their bank account details will be printed on the ECS/NECS advices. After credit of dividend, a confirmation will be sent to the concerned Members. In light of the above, Members are requested to furnish the new bank account number, if any, allotted to them by their bank after implementation of the Core Banking Solutions (CBS), together with the name of the bank, branch address, 9-digit MICR bank/branch code and account type by quoting their folio number and a photocopy of a cheque pertaining to their bank account, so that the dividends can be credited to the said bank account. Those members holding shares in demat form are requested to provide the same details to their Depository Participant (DP). Please note that in case the Members do not provide the said details as aforesaid, credit of dividends through NECS to their old bank account number may be rejected or returned by the banking system at the ECS centre 5 ORIENTAL HOTELS LIMITED NOTICE TO MEMBERS level itself in terms of Reserve Bank of India (RBI) circular dated July 29, 2009. In such cases, the Company would issue physical dividend warrants to the concerned Members post such rejection. 5. Pursuant to Section 205A of the Companies Act, 1956 all dividends remaining unclaimed for seven years from the date they first became due for payment are now required to be transferred to the “Investor Education and Protection Fund” (IEPF) established by the Central Government under the amended provisions of the Companies Act, 1956. Members shall not be able to claim any unpaid dividend from the said Fund nor from the Company thereafter. It may be noted that unclaimed dividend declared for the year ended March 31, 2005 and which remain unclaimed is due for transfer to the Fund by August 24, 2012.