Celebrating 2 lakh ‘Club Mahindra’ members in 20 years. Annual Report 2015–2016 Corporate Information Board of Directors Committees of Board of Directors Arun Kumar Nanda, Chairman Audit Committee Corporate Social Cyrus Guzder Sridar Iyengar, Chairman Responsibility Committee Vineet Nayyar Cyrus Guzder Arun Kumar Nanda, Chairman Rohit Khattar Rohit Khattar Cyrus Guzder Sridar Iyengar Sanjeev Aga V S Parthasarathy Sanjeev Aga V S Parthasarathy Kavinder Singh V S Parthasarathy Nomination and Remuneration Stakeholders Relationship Radhika Shastry Committee Committee Kavinder Singh, Managing Director & CEO Cyrus Guzder, Chairman Arun Kumar Nanda, Chairman S Krishnan, CFO & Executive Director Arun Kumar Nanda V S Parthasarathy General Counsel & Vineet Nayyar Kavinder Singh Company Secretary Rohit Khattar Inventory Approval Committee Dinesh Shetty Sridar Iyengar Arun Kumar Nanda, Chairman Registered Office Strategy Review Committee Cyrus Guzder nd Mahindra Towers, 2 Floor, No. 17/18, Arun Kumar Nanda, Chairman Kavinder Singh Patullos Road, Chennai - 600002 Vineet Nayyar Tamil Nadu, India Committee of Directors – T: +91 44 39881000 F: +91 44 30277778 Cyrus Guzder Investments E: [email protected] Rohit Khattar W: www.clubmahindra.com Arun Kumar Nanda, Chairman Sanjeev Aga CIN: L55101TN1996PLC036595 V S Parthasarathy Kavinder Singh Cyrus Guzder Corporate Office Mahindra Towers, 1st Floor, ‘A’ Wing, Risk Management Committee Sanjeev Aga Dr. G.M Bhosle Marg, P.K. Kurne Chowk, Arun Kumar Nanda Worli, Mumbai - 400018 Loans & Investment Maharashtra, India Cyrus Guzder Committee T: +91 22 33684722 F: +91 22 33684721 V S Parthasarathy Arun Kumar Nanda, Chairman Kavinder Singh Auditors Kavinder Singh Deloitte Haskins & Sells Chartered Accountants ASV N Ramana Tower Registrar and Transfer Agents 52, Venkatnarayana Road T. Nagar, Chennai - 600017 Karvy Computershare Private Limited Tamil Nadu, India Karvy Selenium, Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad - 500032 Bankers T: +91 40 67162222; Fax: +91 40 23001153; Toll free No: 18003454001 E-mail : [email protected] YES Bank Limited Chennai Office: HDFC Bank Limited F-11, First Floor, Akshya Plaza, 108 Adithanar Salai, Egmore, Chennai - 600 002 Phone : +91 44 28587781 1 Mahindra Holidays & Resorts India Limited Contents Statutory Reports Directors’ Report ..................................................................................................................................................................................................................... 3 Management Discussion and Analysis ......................................................................................................................................................................... 30 Corporate Governance Report ........................................................................................................................................................................................ 39 Financial Section Independent Auditors’ Report on Standalone Financial Statements............................................................................................................. 56 Standalone Financial Statements.................................................................................................................................................................................... 60 Independent Auditors’ Report on Consolidated Financial Statements ........................................................................................................ 96 Consolidated Financial Statements ............................................................................................................................................................................... 100 Financial Highlights for Last 5 Years ............................................................................................................................................................................ 143 2 Annual Report 2015–2016 Directors’ Report Dear Shareholders, Your Directors are pleased to present their Twentieth Report together with the audited financial statements of your Company for the year ended March 31, 2016. 1. Operations and Financial Overview During 2015-16, your Company performed creditably in spite of a subdued consumer sentiment, especially towards high-value discretionary spend categories. It added around 16,200 new members to its vacation ownership business, taking the total membership to close to two lakh at the end of the year. The new member addition was higher as compared to the previous year, and reflects the successful execution of Company’s strategy to focus on high quality leads from pull-based channels such as referrals and digital. During the year, the Company added 87 new room units, taking the total inventory to 2,879 units as of March 31, 2016. The Company, during the month of September 2015, had increased its stake in Holiday Club Resorts Oy, Finland (HCR) from 23.3 per cent to 85.6 per cent resulting in HCR becoming a subsidiary company of the Company. Your Company’s total income (including other income) grew from ` 80,756 lakh in 2014-15 to ` 96,261 lakh in 2015-16. Profit after taxes (PAT) grew from ` 7,902 lakh in 2014-15 to ` 11,735 lakh in 2015-16. Diluted earnings per share (EPS) for 2015-16 stood at ` 13.29, up from ` 8.98 in the previous year. Your Company’s consolidated total income (including other income) during 2015-16 was ` 1,60,382 lakh. The consolidated PAT was ` 9,906 lakh and the diluted EPS was ` 11.22. The consolidated numbers include results of HCR subsequent to its becoming a subsidiary of your Company. There are no audit qualifications in the standalone or in the consolidated financial statements by the Statutory Auditors for the year under review. 2. Financial Highlights (Standalone) (` Lakh) 2016 2015 Income: Income from sale of Vacation Ownership and other services 95,153 79,485 Other Income 1,108 1,271 Total Income 96,261 80,756 Expenditure: Less: Employee Cost & other expenses (71,911) (61,506) Profit before Depreciation, Interest and Taxation 24,350 19,250 Less: Depreciation (7,133) (6,541) Interest (8) (25) Profit for the year before Exceptional Item and Tax 17,209 12,684 Less: Exceptional Item (pre-tax) - (2,188) Profit for the year before Tax 17,209 10,496 Less: Provision for Tax – Current Tax (4,984) (1,920) – Deferred tax (net) (490) (674) Net Profit for the year after tax 11,735 7,902 Balance brought forward from earlier years 34,070 37,688 Less: Adjustment on Amalgamation (1,516) (4,560) Less: Loss of Bell Tower Resorts Private Limited erstwhile wholly owned subsidiary for the year 2013-14 - (870) Less: Depreciation adjustment consequent to transition to Schedule II of the Companies Act, 2013 net of deferred tax of ` 528 lakh - (1,026) 44,289 39,134 Appropriations: General Reserve (1,170) (790) Proposed Dividend on Equity Shares (4,439) (3,551) Income Tax on Proposed Dividend (904) (723) Surplus carried to Balance Sheet 37,776 34,070 3 Mahindra Holidays & Resorts India Limited 3. Dividend in the Company pursuant to the Scheme with effect from April 1, 2015 (“the Appointed Date”). There was no allotment of Your Directors are pleased to recommend a dividend of ` 5/- shares to the equity shareholders of CHPL, DHHPL and HHRPL per equity share of face value ` 10/- each for the financial year since they were wholly owned subsidiaries of the Company. ended March 31, 2016. The dividend, if approved at the ensuing The amalgamation has been accounted under the ‘pooling of Annual General Meeting, will be paid to the shareholders whose interest method’ referred in Accounting Standard 14 and the names appear on the register of members of the Company assets and liabilities transferred have been recorded at their as on the Book Closure Date. The equity dividend outgo for 2015-16, inclusive of tax on distributed profits would absorb a book values as on the Appointed Date. Further, difference of sum of ` 5,343 lakh (as compared to ` 4,274 lakh comprising ` 9,317 lakh between value of assets and liabilities acquired at the dividend of ` 4/- per equity share and tax on distributed their book value at the Appointed Date as reduced by carrying profits paid for the previous financial year). value of investment in the books of the Company was adjusted in the “Amalgamation and Reserve Account” and the same was 4. Transfer to Reserve transferred to “Securities Premium Account” on the Appointed The Board of Directors proposes to transfer ` 1,170 lakh to the Date as per the approved Scheme. General Reserve representing around 10 per cent of the profit 7. Related Party Transactions for the year. The balance is proposed to be retained in the Profit & Loss Account. Your Company undertakes various transactions with related 5. Share Capital parties in the ordinary course of business. All transactions entered with related parties during the year under review are The paid up equity share capital as on March 31, 2016 was on arm’s length basis and in the ordinary course of business ` 8,878 lakh. During the year under review, your Company did and that the provisions of the Section 188 of the Companies not issue shares with differential voting rights / sweat equity Act, 2013 (“the Act”) are not attracted. except fresh grant issued under the Company’s Employee Stock Option Scheme 2014, discussed later in this report. During the year under review, your Company has provided corporate guarantee on behalf of MHR Holdings (Mauritius) Details