2013 - apollo sindoori
Transcription
2013 - apollo sindoori
HOSPITALITY WITH A DIFFERENCE SH Apollo Sindoori Hotels Limited 15th Annual Report 2013 SKETCH - CHENNAI SKETCH AT NEURO SCIENCE - KOLKATA-INAUGURATION Apollo Sindoori Hotels Limited Contents Page Notice to the Members 1 Chairman’s Message 6 Director's Report 9 Compliance Certificate 13 Auditor's Report 17 Balance Sheet as at 31.03.2013 23 Profit & Loss Account for the year ended 31.03.2013 24 Schedules forming part of the Balance Sheet and Profit & Loss Account 28 Cash Flow Statement 42 Apollo Sindoori Hotels Limited Corporate Information Chairman P.Vijayakumar Reddy Managing Director Sucharitha Reddy Directors Dr.Prathap C.Reddy Suneeta Reddy Shobana Kamineni Sindoori Reddy V.J.Chacko Suresh R.Madhok G.Venkatraman George Eapen Chief Operating Officer S.T.Nithyanandam Vice President Srilatha Reddy Bankers HDFC Bank Ltd., ITC Centre, Anna Salai Indian Bank, Nungambakkam Axis Bank Ltd. Dr.Radha Krishnan Salai Auditors R.Subramanian and Company, Chartered Accountants, New No.6, (36), Krishnaswamy Avenue, Luz, Mylapore, Chennai – 600 004 Registrars & Share Transfer Agents M/s.Cameo Corporate Services Limited “Subramanian Building”, 5th Floor, No.1, Club House Road, Chennai – 600 002 Registered Office Apollo Sindoori Hotels Ltd. 19-B, Anugraha Apartments 41, Uthamar Gandhi Salai Nungambakkam, Chennai – 600 034 Corporate Office 150/62, Greams Road Thousand Lights, Chennai – 600 006 SKETCH - The Cafe SKETCH - The Cafe 19-B, Anugraha Apartments, 41, Uthamar Gandhi Salai, Nungambakkam, Chennai – 600 034 Apollo Sindoori Hotels Limited NOTICE TO THE MEMBERS Dear Shareholder(s), Notice is hereby given that the Fifteenth Annual General Meeting of the Shareholders of Apollo Sindoori Hotels Limited will be held on Monday the 12th August, 2013 at Narada Gana Sabha – Mini Hall, 314, T.T.K. Road, Alwarpet, Chennai-600 018 at 3.30 P.M, to transact the following business: ORDINARY BUSINESS: st 1) To receive, consider and adopt the Audited Balance Sheet as at 31 March 2013, Profit st and Loss Account for the year ended 31 March 2013 and the Report of the Board of Directors and the Auditors thereon. 2) To declare dividend of 30% on equity shares. 3) To appoint a director in place of Mr. Suresh Raj Madhok, Director who retires by rotation and being eligible offers himself for reappointment. 4) To appoint a director in place of Mr. Vachaparambil Job Chacko, Director who retires by rotation and being eligible offers himself for reappointment. 5) To appoint a director in place of Mr. Ganesan Venkatraman Director who retires by rotation and being eligible offers himself for reappointment. 6) To appoint auditors of the Company and to fix their remuneration. RESOLVED THAT M/s. R. Subramanian & Co., Chartered Accountants, be and are hereby re-appointed as auditors of the company from the conclusion of this Annual General Meeting until the conclusion of next Annual General Meeting of the Company on such remuneration as may be decided on mutual consent and advise of the Board. By Order of the Board, for Apollo Sindoori Hotels Limited SUCHARITHA REDDY Managing Director Place: Chennai Date: 21. 05. 2013 1 Apollo Sindoori Hotels Limited NOTES: 1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL 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 PROXY SHOULD, HOWEVER, BE LODGED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS THAN FORTY-EIGHT HOURS BEFORE COMMENCEMENT OF THE MEETING. 2. Corporate Members intending to send their authorized representatives to attend the Meeting are requested to send a certified copy of the Board Resolution authorizing their representative to attend and vote on their behalf at the Meeting. 3. The Registrar of Members and Share Transfer Books of the Company will be closed th th from Wednesday, 7 August 2013 to Monday, 12 August 2013 (both days inclusive) 4. Dividend on Equity Shares if declared at the Annual General Meeting will be paid on th or after 12 August 2013 to those persons or their mandates. (a) Whose names appear as Beneficial Owners at the end of the business hours on 7th August 2013 in the list of Beneficial Owners to be furnished by National Securities Depository Limited and Central Depository Services (India) Limited in respect of the shares held on electronic form; and (b) Whose names appear as Registrar of members at the end of the business th hours on 7 August 2013. 5. Members are requested to bring their copy of the Annual Report to the Meeting. 6. Members are requested to bring the Attendance Slip and hand it over at the entrance duly signed by them. 7. Members who hold Shares in dematerialized form are requested to write their client ID and DP ID Numbers and those who hold shares in physical form are requested to write their folio no. in the attendance slip for attending the Meeting. 8. In case of Joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote. 2 Apollo Sindoori Hotels Limited 9. Members holding shares in physical form are requested to advise any change of address immediately to the Registrar and Transfer Agent, viz. M/s. Cameo Corporate Services Limited, “Subramanian Building”, 5th Floor, No.1, Club House Road, Chennai 600 002 10. Members holding shares under identical names (in the same order) in more than one Folio are requested to write to the Compliance Officer at the Registered Office of the Company, enclosing their share certificates, to enable consolidation of their holdings into one Folio. 11. Securities and Exchange Board of India (SEBI), vide circular No. MRD/DOP/Cir05/2009 dated May 20, 2009, has informed that in respect of Securities Market transactions and off-market/private transaction involving transfer of shares in physical form of listed companies, it shall be mandatory for the transferees to furnish copy of PAN card to the Company/Registrars and Transfer Agents for registration of such transfer of shares. In view of the above circular dated 20-052009, all requests for transfer of shares received after 20.05.2009 will be processed only if the requests are accompanied by a copy of the PAN card. 12. Pursuant to the provisions of Section 205C of the Companies Act, as amended, read with Investor Education and Protection Fund (Awareness and Protection of Investors) Rules 2001, dividend which remain unpaid or unclaimed for a period of 7years will be transferred to the Investor Education and Protection Fund of the Central Government, shareholders/investors who have not encashed the dividend warrant(s) so far are requested to make their claim to the Company's Registrar and Transfer Agent, M/s. Cameo Corporate Services Limited, Subramanian Building, 5th Floor, No.1, Club House Road, Chennai-600 002. Shareholders are requested to please note that once the unclaimed dividend is transferred to the investor education and protection fund, no claim shall be in respect there of. The particulars of due dates for transfer of such unclaimed dividend to Investor Education and protection fund are furnished below: Financial Year 2008-2009 2009-2010 2010-2011 2011-2012 Date of Declaration of Dividend 26.08.2009 26.07.2010 22.07.2011 09.08.2012 Date of Transfer to Special Account/Unclaimed Account 26.09.2009 26.08.2010 22.08.2011 09.09.2012 Date of Transfer to IEPF 25.09.2016 26.08.2017 22.08.2018 09.09.2019 Shareholders who have not yet encashed their dividend warrant are requested to send the warrants to the Company immediately for revalidation. 3 Apollo Sindoori Hotels Limited INFORMATION ABOUT DIRECTORS SEEKING APPOINTMENT/REAPPOINTMENT IN THIS ANNUAL GENERAL MEETING IN RESPECT OF RESOLUTION NO.3, 4 AND 5 ABOVE Item No.3 Mr.Suresh Raj Madhok is a Senior Hospitality Professional with over 35 years varied and diverse experience in Managing hotel business at Senior Management Levels in leading global hospitality brands. He is a Hotel Management Student from Oberoi Hotel Schools, Swiss Hotel Schools and Cornell University, USA. He has worked in senior positions in Oberoi Hotels and ITC Sheraton Hotel Groups including on tenures as Vice President-ITC Sheraton Business Hotels, Managing Director of Five Star Deluxe Kakatia Sheraton, Hyderabad and Regional Director for South India. Presently, he is Director of the Empee Hilton, Chennai. He is also a Director of the South India Hotels & Restareant Association and he is also on the Board of various other Hotel Companies and on the Board of Governors of various Hotel Schools. Mr.Suresh Raj Madhok does not hold any share in the Company. Item No.4 Mr. Vachaparambil Job Chacko Fellow Member of the Institute of Chartered Accountants of India with over 57 years of Managerial experience as Chief Executive, Managing Director and Chairman in a number of organizations including Spencer Group of Companies and Apollo Hospitals Group Companies. He was inducted on the Board of the Apollo Sindoori Hotels Limited, in December 2002. Mr. Vachaparambil Job Chacko does not hold any share in the Company. Item No.5 Mr Ganesan Venkatraman is an Economics Graduate and Post Graduate in law from University of Bombay and a Certified Associate of the Indian Institute of Banker (CAIIB). Mr Ganesan Venkatraman served with IDBI and retired as its Chief General Manager in November 2004 after 39 years of varied experience in developmental banking. He headed the Chandigarh Branch Office of IDBI and Zonal Office of IDBI for three years each. He represented IDBI on the Boards of large Corporates during the tenure of his service. 4 Apollo Sindoori Hotels Limited Mr Ganesan Venkatraman is a Director on the Board of State Industries Corporation of Maharashtra Limited and Apollo Hospital Enterprises Limited. He is a member of Audit Committee of the Company and also of Apollo Hospitals Enterprises Limited. He chairs the Audit Committee of State Industrial and Investment Corporation of Maharashtra Limited Mr Ganesan Venkatraman does not hold any share in the Company. By Order of the Board, for Apollo Sindoori Hotels Limited SUCHARITHA REDDY Managing Director Place: Chennai Date: 21st May 2013 5 Apollo Sindoori Hotels Limited CHAIRMAN’S MESSAGE Dear Shareholders of the Apollo Sindoori Family It gives me great pleasure to welcome you to the Fifteenth Annual General meeting of your Company. Thank you for being part of the proceedings today and marking your presence on this occasion. Hospitality of a different kind is what your company has stood for all these years and it has successfully become synonymous with outsourcing of world-class services. The roster of clients who rely on your Company's offering is growing by the day and is testimony to your quality and standards. Your Company's intent is to grow business by increasing customer satisfaction and enhancing value for clients, shareholders and employees. I am happy to share with you that it is gainfully achieving its objectives. It gives me pride to share with you that your Company's turnover has gone up from ` 59 crores to ` 68 crores, representing a healthy growth of 15%. As you know, during the last financial year the country has been severely impacted by tight cash flow and overall inflation. To achieve and sustain a healthy growth rate amidst a bleak economic scenario is indeed remarkable. You will be pleased to note that Profit before tax for 2012-13 is ` 280 lacs as compared to ` 231 lacs for the financial year 2011-12. The growth of 21% is impressive and augurs well for the upcoming period. Profit after tax rose to ` 189 lacs as compared with `146 lacs for last financial year, indicative of a PAT growth of 29%. The impressive performance has urged the Board of Directors to recommend a dividend of 30% on the equity shares of the Company for the year 31st March 2013, aggregating to ` 39 lacs. Your Company has always believed in doing its best and giving its all when it comes to goals. This philosophy has held it in good stead through adverse times and has seen it meet with success in the various segments that it operates in. 6 Apollo Sindoori Hotels Limited Giving further impetus to your Company is its keenness to innovate and be resourceful. These strengths have enabled it to accomplish beyond mandated objectives and have opened up new vistas. In line with this your Company has added a new brand to its stable with the launch of Sketch a chain of standalone cafeterias that will soon dot the country. Sketch is already operational at Chennai and Kolkata and is fast gaining in popularity. Driving your Company's growth at various levels are the employees who have upheld the Company's philosophy at all times. Your Company has further bolstered their capabilities and morale with regular training programmes that are designed to empower and enhance skills. As I conclude my address for and on behalf of the Board of Directors I wish to express deep gratitude to all those who have been part of your Company's journey – our most valuable customers, the efficient management team, the Government authorities and above all, our Shareholders for your unstinted support. With warm Regards, Chairman 7 Comparison 2011-12-13 Revenue (` in lacs) 8 Increase-15% Increase-22% Profit Before Tax (` in lacs) Profit After Tax (` in lacs) 9 8 Apollo Sindoori Hotels Limited DIRECTORS REPORT REPORT OF THE DIRECTORS FOR THE FINANCIAL YEAR ENDED 31.03.2013 Your Directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Accounts of your Company for the year ended 31st March, 2013. FINANCIAL RESULTS (Rupees in lakhs) PARTICULARS Year ended 31.03.2013 6807.57 305.79 10.89 15.62 279.28 15.25 75.50 188.53 Sale and Other Income Profit from Operations Financial Charges Depreciation and Amortization Profit / (Loss) before Tax Add/(less): Deferred Tax Asset Less: Provision for Taxation Profit / (Loss) after Tax Year ended 31.03.2012 5900.37 254.13 8.90 13.86 231.37 8.48 94.18 145.67 Financial Review Your Board is happy to inform you all that Sales and other income for the financial year 2012-13 stands at ` 6807.57 lakhs as compared to ` 5900.37 lakhs for the financial year 2011-12 registering a growth of 15% over last year. In spite of difficult year for the economy in general, tight cash flow position, inflation, etc in particular, the profit from for the financial year 2012-13 stands at ` 279.28 lakhs as compared to ` 231.37 lakhs for the financial year 2011-12 registering a growth of 21% over last year. Your Company has achieved Profit after Tax of ` 188.53 lakhs as compared to ` 145.67 lakhs for last year registering a growth of 29%. Appropriation towards Dividend Looking at the financial performance for the year, your Board recommends a dividend of ` 3.00 (Rupees Three only) on each equity shares of the Company for the year ended 31st March 2013. Business Outlook Your Company has entered into new business venture SKETCH -The Cafe during May 2013 in the place of existing Travel Business at the primary location of Chennai at 9 Apollo Sindoori Hotels Limited Nungambakkam High Road, Chennai -34. Your directors continue to explore opportunities for augmenting business. The business continues to be encouraging and company expected to earn much better in the coming years. Directors In terms of the provisions of Section 255 and 256 of the Companies Act, 1956 Mr. Suresh Raj Madhok, Mr. Vachaparambil Job Chacko and Mr. Ganesan Venkatraman directors of the Company retire by rotation at this Annual General Meeting as per the provisions of the Articles of Association of Company and being eligible offer themselves for re-election. Audit Committee Your Company has constituted an Audit Committee of the Directors, though Company does not have mandatory requirement either under the provisions of Section 292A of the Companies Act 1956 or Clause 49 of the Listing Agreements. Audit Committee comprises of three Directors. Internal Control Systems & Their Adequacy Internal Control systems and their adequacy are constantly reviewed by the Audit Committee at regular meetings. After discussing the adequacy and effectiveness of the existing systems and also after considering steps to be implemented to further improve the systems, such steps are implemented and constantly monitored by Audit Committee. Such continuing reviews make the system very effective. Directors' Responsibility Statement Pursuant to Section 217 (2AA) of the companies Act, 1956, The Board of Directors of the company hereby state and confirm that: a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any. b) The Directors have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true & fair view of the state of affairs of the company at the end of the financial year 31st March 2013 and of the Profit of the Company for that period. c) The Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting frauds and irregularities. 10 Apollo Sindoori Hotels Limited d) The Directors have prepared the Annual Accounts on a going concern basis. Auditors M/s R. Subramanian and Company, Chartered Accountants, Auditors of the Company hold office until the conclusion of this AGM. They are eligible for re- appointment and have given their consent for re-appointment. Company has received a certificate under Section 224(1B) from the retiring auditors regarding their eligibility for re-appointment as the Company's Auditors for the year 2013-14. The Board of Directors recommend the re-appointment of M/s R. Subramanian and Company as the Auditors of the Company for 2013-2014 to hold office till the conclusion of the next AGM. Fixed Deposits Company has not accepted any Deposits from the Public during the year under review. Insurance All insurable interests of the Company including, buildings, furniture and fixtures and other insurable interest are adequately insured. Listing The shares of the company are listed on Madras Stock Exchange. The Company has paid annual Listing fees for the year 2013-14. Corporate Governance The provisions of clause 49 of the listing agreement is not applicable as the paid up share capital of Company is less than Rupees Three Crores as per circular of SEBI bearing number SEBI/MRD/SE/31/2003/26/08 dated 26th August 2003. Secretarial Compliance The Secretarial Compliance Report as required under the provisions of Section 383A of the Companies Act, 1956 is annexed. Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo The Company has taken adequate measures to conserve energy and the Company believes that productivity from all its workforce can be achieved with interface of latest technology. Various steps have been taken to reduce consumption of electrical energy by improved Catering services and monitoring the use of equipment’s etc. 11 Apollo Sindoori Hotels Limited The Company is not an industrial undertaking in terms of Section 217(1)(e) of the Companies Act, 1956 read along with Companies (Disclosure of particulars in the report of Board of Directors) 1988 and hence , particulars regarding conservation of energy, technology absorption and adoption are not applicable and hence same has not been provided. There are no foreign exchange earnings or outgo during this period. Particulars of Employees under Section 217(2A) of the Companies Act, 1956 None of the employees of the Company were in receipt of remuneration, which in aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956 and Rules made thereon under Companies (Particulars of Employees) Rules 1975 for the year. Industrial Relations and Human Resource The Company has about 2800 employees in its roll. Since employees contribute in achieving the goal of the Company, periodical training programs are carried out to meet the challenges in providing services to the best of Customer Satisfaction. Human Relations continued to remain Cordial throughout the year. Acknowledgement Your Company & Directors wish to extend their sincere thanks to the Investors, Bankers, Customers, Business Associates, Suppliers and Government for their continuous cooperation and assistance. Directors would like to place on record their deep sense of appreciation and thanks to all the Government Authorities, Shareholders for their valuable assistance, support and co-operation, and look forward to the same in the years to come. The Directors also extend a special word of thanks to the inspired staff of the Company but for whose unstinted efforts the Company could not have achieved results of such positive growth. for and on Behalf of Board of Directors Sucharitha Reddy Managing Director Place: Chennai 12 G. Venkataraman Director Apollo Sindoori Hotels Limited 13 Apollo Sindoori Hotels Limited 14 Apollo Sindoori Hotels Limited 15 Apollo Sindoori Hotels Limited Apollo Sindoori Hotels Limited INDEPENDENT AUDITOR'S REPORT To the Members of Apollo Sindoori Hotels Limited Report on the Financial Statements We have audited the accompanying financial statements of Apollo Sindoori Hotels Limited (“the Company”), which comprise the Balance Sheet as at March 31,2013, the Statement of Profit and Loss and the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management's Responsibility for the Financial Statements Management is responsible for the preparation of these financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”). This responsibility includes the design, implementation and maintenance of internal control relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor's Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the Company's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our qualified audit opinion. 17 Apollo Sindoori Hotels Limited Basis for Qualified Opinion Atttention is invited to Note No. 16 (3) regarding impairment of assets based on the valuation adopted by the company pending outcome of arbitration which involves certain claims towards the compensation loss / diminution in value of certain assets in respect of erstwhile / leased premises. The additional provision if any required to be made on account of impairment of assets consequent to the arbitrator award is not ascertainable at this stage and not provided for and accordingly the impact if any is also not ascertainable. Opinion In our opinion and to the best of our information and according to the explanations given to us, the financial statements give the information required by the Act except for the effects of the matter described in the “Basis for Qualified Opinion” paragraph in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India: (a) In the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2013; (b) In the case of the Statement of Profit and Loss, of the profit for the year ended on that date; and (c) In the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Report on Other Legal and Regulatory Requirements 1. As required by the Companies (Auditor's Report) Order, 2003 (“the Order”) issued by the Central Government of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of the Order. 2. As required by section 227(3) of the Act, we report that: a. We have obtained all the information and explanations which is to the best of our knowledge and belief were necessary for the purpose 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; 18 Apollo Sindoori Hotels Limited 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 comply with the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act, 1956; e. On the basis of written representations received from the directors as on March 31, 2013, and taken on record by the Board of Directors, none of the directors is disqualified as on March 31, 2013, from being appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act, 1956. for R. SUBRAMANIAN AND COMPANY, Chartered Accountants Firm Regn. No.004137S Place: Chennai Date: 21.05.2013 R. RAJARAM Partner M.No.25210 19 Apollo Sindoori Hotels Limited Annexure referred to in paragraph 3 of our report of even date: i. a. The Company is maintaining records which are in the process of being updated showing full particulars, including quantitative details and situation of fixed assets b. Fixed Assets were physically verified during the year by the management, in accordance with a programme of verification, which in our opinion provides for physical verification of all the fixed assets at reasonable intervals. As per the information made available to us no material discrepancies have been noticed on such verification. c. Substantial part of the fixed assets has not been disposed off during the year affecting going-concern. ii. a. Physical verification of Inventory has been conducted at reasonable intervals by the management. b. 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. Proper records of inventory have been maintained by the company and material discrepancies noticed on physical verification have been properly dealt with in the books of the company. iii. During the year, the company has not availed loan from company listed in the Register maintained under section 301 of the Companies Act, 1956. iv. During the year, the company has not granted Loans to companies, Firms or other parties listed in the Register maintained under section 301 of the Companies Act, 1956. v. In our opinion and according to the information and explanations given to us, internal control procedures are adequate commensurate with the size of the company and the nature of its business for the purchase of Fixed Assets and for the rendering of services. During the course of audit, we have not observed any continuing failure to correct major weakness in Internal Control. 20 Apollo Sindoori Hotels Limited vi. a. b. The particulars of contracts or arrangements referred to section 301 of the Companies act have been entered in the register required to be maintained under that section. The transactions made in pursuance of such contracts or arrangements have been made at prices which are reasonable having regard to the prevailing market price at the relevant time. vii. The company has not accepted any fixed deposits from the public during the year requiring compliance of provisions of Section 58 A and 58 AA or any other relevant provisions of the Companies Act 1956. viii. The Company has an internal audit system commensurate with the size and the nature of business. ix. According to the information and explanations given to us the Central Government has not prescribed the Maintenance & cost records under section 209 (1) (d) and The Companies Act, 1956 for the services rendered by the company. x. a. According to the information and explanations given to us, the company has been depositing undisputed statutory dues including Employees Provident fund, employees' State Insurance, Investor protection fund, Income tax, sales tax, wealth tax, and any other statutory dues with the appropriate authorities during the year. However delay has been observed in the payment of Employees Provident fund, Employees state insurance, tax deducted at source, dividend distribution Tax and Service Tax and Investor Protection Fund. b. According to the information and explanations given to us, no undisputed amounts payable in respect of income tax, service tax were in arrears as at 31.03.2013 for a period of more than six months from the date they became payable. Dividend Distribution Tax of ` 5,27,312/- which was in arrears was paid on 30.04.2013 c. According to the information and explanations given to us, the following are the dues in respect of Income tax and Service Tax, which have not been deposited on account of any dispute and there are no such dues in respect of Wealth Tax, Customs Duty and Excise Duty . Sl No Nature of dues 1 Income Tax Forum Where Disputed Income Tax Appellate Tribunal 21 Amount Unpaid (` in lakhs) 13.93 Apollo Sindoori Hotels Limited xi The Company does not have accumulated losses and has not incurred Cash loss during current year and in the immediately preceding financial year. xii. The Company has not defaulted in the repayment of dues to Debenture holders, financial institution or bank. xiii. The Company has not granted any loan or advance on the basis of Security by way of pledge of shares, Debentures and other securities. xiv. The provisions of Special Statute relating to Chit fund/Nidhi are not applicable to this company. xv. The Company is not dealing in or trading in shares, securities, debentures and other Investments. xvi. According to the information and explanations given to us, the Company has not given any guarantee for loans taken by others from Bank or Financial Institutions during the financial year. A Corporate Guarantee of ` 280 Lakhs was given in earlier years and its terms are not prejudicial to the interest of the Company. xvii. To the best of our knowledge and belief and according to the information and explanation given to us, no term loan was availed by the company during the current year. xviii. According to the Cash flow statement and other records examined by us and based on the information and explanations given to us, on an overall basis, funds raised on short term basis have not been used for Long term Investment. xix. During the year, Company has not made any preferential allotment of shares to parties and companies covered in the register maintained under section 301 of the Companies Act 1956. xx. No debentures have been issued by the Company during the year. xxi. The Company has not raised any money by way of Public issue during the year. xxii. To the best of our knowledge and according to information and explanations given to us, no fraud on or by the company was noticed or reported during the financial year that causes the financial statements to be materially misstated. for R. SUBRAMANIAN AND COMPANY, Chartered Accountants Firm Regn. No.004137S R. RAJARAM Partner M.No.25210 Place: Chennai Date: 21.05.2013 22 Apollo Sindoori Hotels Limited Balance Sheet as at 31st March, 2013 PARTICULARS Note I. EQUITY AND LIABILITIES (1) Shareholder's Funds (a) Share Capital (b) Reserves and Surplus (2) Share application money pending allotment (3) Non-Current Liabilities (a) Long-term borrowings (b) Other Long term Liability (c) Long term provisions (4) Current Liabilities (a) Short-term borrowings (b) Trade Payables (c) Other current liabilities (d) Short-term provisions Total II.ASSETS (1) Non-current assets (a) Fixed assets (i) Tangible assets (ii) Intangible assets (iii) Capital Work in progress (b) Non-current investments (c) Deferred tax assets (net) (d) Long term loans and advances (e) Other Non-Current Asset (2) Current assets (a) Inventory (b) Trade Receivables (c) Cash and Bank Balances (d) Short-term loans and advances (e) Other current assets Total 31-3-2013 ` 31-3- 2012 ` 3 4 1,30,02,000 10,92,59,341 1,30,02,000 9,49,39,648 5 6 7 41,19,150 1,85,08,541 3,00,876 40,13,755 2,28,99,625 8 9 10 11 89,47,395 1,88,89,392 5,51,47,822 1,22,83,375 24,01,57,016 2,25,67,252 1,20,16,211 4,97,42,993 1,49,58,907 23,44,41,267 1,02,93,282 32,83,290 3,71,160 66,14,410 1,07,70,947 3,17,54,176 74,32,705 3,71,160 81,39,467 82,78,757 3,22,50,684 28,91,766 14,67,72,295 64,79,900 1,45,75,790 63,50,000 24,01,57,016 18,41,803 14,29,09,371 1,02,46,282 1,54,79,710 74,91,328 23,44,41,267 12 13 14 15 16 17 18 19 20 21 Significant Accounting Policies and Notes on Accounts 1 to 37 The schedules referred to above and the notes thereon form an integral part of the Balance Sheet This is the Balance Sheet referred to in our report of even date For Apollo Sindoori Hotels Ltd., R. Subramanian and Company Chartered Accountants R. Rajaram Partner Sucharitha Reddy Managing Director Place: Chennai Date : 21.05.2013 Suresh R. Madhok Director G. Venkatraman Director 23 Apollo Sindoori Hotels Limited Statement of Profit and Loss for the year ended 31st March, 2013 PARTICULARS III. IV. V. VI. VII. VIII. IX. X. XI. XII. XIII. XIV. XV. XVI. Note INCOME Revenue from operations 22 Other Income 23 Total Income EXPENDITURE Consumption of Provisions & Stores 24 Purchase of tickets Employee benefit expense 25 Finance Cost 26 Depreciation and amortization expense 12 Other expenses 27 Total Expenses Profit before exceptional and (III - IV) extraordinary items and tax Exceptional Items Profit before extraordinary items and tax (V - VI) Add: Extraordinary Items (net of tax) (VII - VIII) Profit before tax Tax expense: (1) Current tax (2) Deferred tax Net Profit(Loss) for the period from continuing operations (VII-VIII) Profit/(Loss) from discontinuing operations Tax expense of discounting operations Net Profit/(Loss) from Discontinuing operations (XII - XIII) (XI + XIV) Net Profit/(Loss) for the period Earning per equity share: Weighted average no. of shares outstanding during the period Nominal Value per Equity Share Earnings per share before extra-ordinary item - Basic & Diluted EPS Earnings per share after extra-ordinary item - Basic & Diluted EPS 31-3-2013 31-3- 2012 ` ` 67,75,38,305 32,19,233 68,07,57,538 58,88,56,524 11,81,471 59,00,37,995 12,40,92,369 11,22,54,759 34,39,88,174 10,89,487 15,62,341 6,98,42,283 65,28,29,413 8,67,51,645 13,65,59,771 28,92,15,660 8,90,864 13,85,723 5,20,97,334 56,69,00,997 2,79,28,125 2,79,28,125 2,79,28,125 2,31,36,998 2,31,36,998 2,31,36,998 75,50,000 15,25,057 94,18,540 (8,48,575) 1,88,53,068 - 1,45,67,033 - 1,88,53,068 1,45,67,033 13,00,200 10 13,00,200 10 14.50 11.20 14.50 11.20 Significant Accounting Policies and Notes on Accounts 1 to 37 The schedules referred to above and the notes thereon form an integral part of the Profit & Loss Account This is the Profit & Loss Account referred to in our report of even date For Apollo Sindoori Hotels Ltd., R. Subramanian and Company Chartered Accountants R. Rajaram Partner Sucharitha Reddy Managing Director Place: Chennai Date : 21.05.2013 Suresh R. Madhok Director G. Venkatraman Director 24 Apollo Sindoori Hotels Limited SIGNIFICANT ACCOUNTING POLICIES 1. BACKGROUND Apollo Sindoori Hotels Limited. ( “The Company”), a company incorporated under the Indian Companies Act at Chennai. The Company is in the business of managing food outlets at hospitals and reputed organisations. The Company also undertakes Outdoor Catering Services etc.. 2. SIGNIFICANT ACCOUNTING POLICIES i) BASIS OF PREPARATION OF FINANCIAL STATEMENTS The financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting in accordance with the generally accepted accounting principles ('GAAP') in India and comply with the Accounting Standards notified by the Central Government pursuant to Companies (Accounting Standard) Rules, 2006 and the relevant provisions of the Companies Act, 1956. ii) USE OF ESTIMATES The preparation of the financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period, reported balances of assets and liabilities, and disclosure of contingent assets and liabilities as at the date of the financial statements. Actual results could differ from those estimates. Any revision to accounting estimates is recognized prospectively in current and future periods. iii) FIXED ASSETS AND DEPRECIATION Fixed assets are stated at the cost of acquisition less accumulated depreciation. Cost is inclusive of freight, duties, taxes and other directly attributable costs incurred to bring the assets to their working condition for intended use. Depreciation is provided on all fixed assets on the straight-line method. The rates of depreciation prescribed in Schedule XIV to the Companies Act, 1956 are considered as the minimum rates. If the management's estimate of the useful life of a fixed asset at the time of acquisition of the asset or of the remaining useful life on a subsequent review is shorter than that envisaged in the aforesaid schedule, depreciation is provided at a higher rate based on the management's estimate of the useful life/remaining useful life. Depreciation charged on a pro-rata basis for assets purchased during the year. Individual assets Equivalent to INR 5,000 or less are depreciated at 100%. No depreciation has been charged for assets which are disposed off during the year. Intangible assets consist of application system software and are amortised over their economic useful lives. Managements' estimate of useful life of such software is three years. 25 Apollo Sindoori Hotels Limited iv) INVENTORY Stocks of provisions, stores and other consumables are valued at cost. v) INVESTMENTS Investments are classified as Long Term Investments and Current Investments and are valued in accordance with Accounting Standards on 'Accounting for Investments' (AS-13), issued by The Institute of Chartered Accountants of India. Current Investments are carried at lower of cost and market value/NAV, computed individually. Long Term Investments are stated at cost. Provision for diminution in the value of Long Term Investments is made only if such decline is other than temporary in the opinion of the management. vi) LEASES Finance leases, which effectively transfers substantially all the risks and benefits incidental to ownership of the leased item, are capitalized at the lower of the fair value and present value of the minimum lease payments at the inception of the lease and disclosed as assets taken on lease. Lease payments are apportioned between the finance charges and reduction of the lease liability based on the implicit interest rate or incremental borrowing rate as applicable. Finance charges are charged directly against income. Lease payments under an operating lease, are recognized as an expense in the statement of profit and loss on a straight line basis over the lease term. vii) IMPAIRMENT OF ASSETS An asset is treated as impaired when the carrying cost of such assets exceeds its recoverable value. An impairment loss is charged to the Profit & Loss Account in the year in which an asset is identified as impaired, after considering adjustment if any already carried out. viii) REVENUE RECOGNITION Income from various services rendered is recognised on the basis of contract between the parties. Room revenue is recognised on time proportion basis. ix) FOREIGN EXCHANGE TRANSACTIONS Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction. Monetary assets and liabilities denominated in foreign currency are translated at rates of exchange on the balance sheet date. Exchange differences arising on foreign currency transactions are recognised in the profit and loss account. 26 Apollo Sindoori Hotels Limited x) TAXATION Income-tax expense comprise current tax (i.e. amount of tax for the year determined in accordance with the income-tax law) and deferred tax charge or credit (reflecting that tax effects of timing differences between accounting income and taxable income for the year). The deferred tax charge or credit and the corresponding deferred tax liabilities or assets are recognized using the tax rates and tax laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax assets are recognized only to the extent there is a reasonable certainty that the assets can be realized in future; however, where there is unabsorbed depreciation or carried forward loss under taxation laws, deferred tax assets are recognized only if there is a virtual certainty of realization of such assets. Deferred tax assets are reviewed as at the balance sheet date and written down or written up to reflect the amount that is reasonably/virtually certain (as the case may be) to be realized. Current tax and deferred tax assets and liabilities are offset to the extent to which the Company has a legally enforceable right to set off and they relate to taxes on income levied by the same governing taxation laws. xi) EARNINGS PER SHARE Basic earnings per share amounts are computed by dividing net profit or loss for the year attributable to equity shareholders by the weighted average number of shares outstanding during the year. Diluted earnings per share is computed and disclosed using the weighted average number of equity and dilutive equity equivalent shares outstanding during the year. xii) PROVISIONS AND CONTINGENT LIABILITIES The Company creates a provision when there is present obligation as a result of past event that probably requires an outflow of resources and a reliable estimate can be made of the amount of the obligation. A disclosure for a contingent liability is made when there is a possible obligation or a present obligation that may, but probably will not, require an outflow of resources. Where there is a possible obligation or a present obligation in respect of which the likelihood of outflow of resources is remote, no provision or disclosure is made. Contingent assets are neither recognised nor disclosed in the financial statements. xiii) CASH FLOW STATEMENT Cash flows are reported using the indirect method, whereby profit before tax is adjusted for the effects of transactions of a non–cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from regular revenue generating, financing and investing activities of the Company are segregated 27 Apollo Sindoori Hotels Limited Notes to financial statements for the Year ended 31st March 13 31-3-2013 31-3-2012 ` ` Note 3: SHARE CAPITAL Authorised Capital 50,00,000 Equity shares of Rs.10/- each 5,00,00,000 5,00,00,000 Issued, Subscribed & Paid up Capital 13,00,200 Equity shares of Rs.10/- each Total 1,30,02,000 1,30,02,000 1,30,02,000 1,30,02,000 Shareholder's fund , Reconciliation of share outstanding at the beginning and at the end of the year. Equity Shares Nos Shares outstanding at the beginning of the year 13,00,200 Shares issued during the year at face value Rs.10/Shares bought back during the year. Shares outstanding at the end of the year 13,00,200 Shareholders holding more than 5% shares Name of Equity Shareholder (Equity Shareholder holding more than 5 % of Equity share) Mr. Prathap C Reddy Mrs. Sucharitha P Reddy Mrs. Sangita Reddy M/s PCR Investments Limited Mrs. Vijayalakshmi S Mrs. Shobana Kamineni Total Note 4: RESERVES AND SURPLUS a. Capital Reserve Opening Balance Closing Balance b. General Reserve Opening Balance (+) Current Year Transfer Closing Balance c. Surplus P&L - Opening balance (+) Net Profit / (Loss) for the year (-) Transfer to General Reserve (-) Proposed Dividend - Equity 30% / (25%) (-) Tax on Proposed Dividend Closing balance Total ` 1,30,02,000 1,30,02,000 Nos 13,00,200 13,00,200 ` 1,30,02,000 1,30,02,000 No's % of holding No's % of holding 1,83,630 1,72,130 1,51,848 1,42,000 1,22,309 79,086 851,003 14.12% 13.24% 11.68% 10.92% 9.41% 6.08% 65.45% 1,83,630 1,72,130 1,51,848 1,42,000 1,22,309 79,086 851,003 14.12% 13.24% 11.68% 10.92% 9.41% 6.08% 65.45% 73,52,676 73,52,676 73,52,676 67,42,000 19,00,000 73,52,676 57,42,000 10,00,000 86,42,000 8,08,44,972 1,88,53,068 19,00,000 39,00,600 6,32,775 7,10,55,751 1,45,67,033 10,00,000 32,50,500 5,27,312 9,32,64,665 10,92,59,341 28 67,42,000 , 80,844,972 9,49,39,648 Apollo Sindoori Hotels Limited Notes to financial statements for the Year ended 31st March 13 Note 5: LONG TERM BORROWINGS Secured: Long term Maturities of finance lease obligation (1) (Secured by Hypothecation of vehicle) Total (1)The Vehicle loan carries interest at the rate of 14% P.a 31-3-2013 31-3-2012 ` ` - 3,00,876 - 3,00,876 and has to be repaid in 36 equal Installments from the date of the loan viz, 05-October-2010. Note 6: OTHER LONG TERM LIABILITIES: Security Deposit Collected 4,32,565 3,27,170 Electricity Charges Payable 36,86,585 36,86,585 Total 41,19,150 40,13,755 Note 7: LONG TERM PROVISIONS: Provision for Employee Benefits: Provision for Leave Encashment 72,04,110 81,70,142 1,13,04,431 1,47,29,483 1,85,08,541 2,28,99,625 89,47,395 89,47,395 2,25,67,253 2,25,67,253 Note 9: TRADE PAYABLES: Creditors for Operations 1,88,89,392 1,20,16,211 Total 1,88,89,392 1,20,16,211 Provision for Gratuity Note 8: SHORT TERM BORROWINGS: Loan Repayable on Demand: (Secured) Cash Credit with Bank (2) Total (2) The Cash credit facility is secured by exclusive charge over Inventory, Trade Receivables and all the fixed assets of the company. 29 Apollo Sindoori Hotels Limited Notes to financial statements for the Year ended 31st March 13 Note 10: OTHER CURRENT LIABILITIES Creditors for Expenses Current maturities of finance lease obligation Balance with bank (Credit) Statutory Dues Employee Dues Uncaimed Employee Dues Unpaid Dividend Unpaid Dividend Tax Advance Receipts Other liabilities Total Note 11: SHORT TERM PROVISIONS: Provision for Employee Benefits: Provision for Bonus Other Provisions Provision for Income Tax Provision for Fringe Benefit Tax Proposed Dividend Dividend Tax Payable Total 31-3-2013 31-3-2012 ` ` 39,59,028 3,00,876 38,55,911 2,27,08,240 2,17,94,302 2,28,288 6,99,468 5,27,312 24,000 10,50,397 5,51,47,822 31,49,959 5,55,533 55,49,698 1,61,70,279 1,71,78,750 1,92,125 6,99,468 1,35,091 61,12,090 4,97,42,993 77,50,000 87,00,000 39,00,600 6,32,775 1,22,83,375 19,74,562 5,06,532 32,50,500 5,27,312 1,49,58,907 3,71,160 3,71,160 3,71,160 3,71,160 Note 13: NON-CURRENT INVESTMENTS: Investment in Equity Instruments: Investment in Joint Venture: At Cost, Unquoted, Trade 37,116/(37116) equity shares of Rs.10/each fully paid up in Faber Sindoori Management Services (P) Ltd Total 30 31 45,29,435 8,27,997 Plant & Machinery Temporary Constructions 2,57,40,395 2,22,12,651 PREVIOUS YEAR (as on 31.03.12) - TOTAL Capital work in progress 2,57,40,395 20,96,353 Office Equipments Sub-Total 27,97,128 Vehicles 28,31,385 Furniture & Fittings 53,49,086 19,73,639 Electrical Installations Kitchen Equipments 53,35,372 35,27,744 85,58,675 32,83,290 52,75,385 - - 5,32,893 31,715 35,19,755 4,03,559 2,13,913 5,73,550 - 10,59,625 - 10,59,625 - - - 10,59,625 - - - - Deletions during the year ORIGINAL COST Cost as at Additions 01.04.2012 during the year TANGIBLE ASSETS: Computers PARTICULARS NOTE:12 FIXED ASSETS 2,57,40,395 3,32,39,445 32,83,290 2,99,56,155 8,27,997 45,29,435 26,29,246 17,69,218 88,68,841 32,34,944 21,87,552 59,08,922 Cost as at 31.03.2013 1,69,21,967 1,83,07,690 - 1,83,07,690 8,27,997 45,29,435 12,50,471 5,27,448 22,67,950 21,47,476 17,93,381 49,63,532 As at 01.04.2012 13,85,723 15,62,341 - 15,62,341 - - 1,22,510 2,14,001 7,57,927 2,93,479 46,242 1,28,182 For the year 8,27,997 45,29,435 13,72,981 5,34,291 30,25,877 24,40,955 18,39,623 50,91,714 As at 31.03.2013 - - 12,56,265 12,34,927 58,42,964 7,93,989 3,47,929 8,17,208 - 32,83,290 - 1,83,07,690 74,32,705 2,07,158 1,96,62,873 1,35,76,572 - 52,90,685 74,32,705 - 74,32,705 - - 8,45,882 22,69,680 30,81,136 6,83,909 1,80,258 3,71,840 As at As at 31.03.2013 31.03.2012 NET BOOK VALUE 2,07,158 1,96,62,873 1,02,93,282 - - - 2,07,158 - - - - Deletions DEPRECIATION (Amount in Rupees) Apollo Sindoori Hotels Limited Apollo Sindoori Hotels Limited Notes to financial statements for the Year ended 31st March 13 31-3-2013 31-3-2012 ` ` Note 14: DEFERRED TAX Deferred Tax Assets: Timing difference on depreciation of assets Expenses allowable for tax purposes when paid Gross Deferred tax asset (A) 1,55,114 64,59,296 66,14,410 2,55,453 78,84,014 81,39,467 Deferred tax liabilities (B) Net Deferred tax asset/(liability) 66,14,410 81,39,467 1,07,70,947 82,78,757 1,07,70,947 82,78,757 Note 15: LONG TERM LOANS & ADVANCES Security Deposits (unsecured, considered good) Total Note 16: OTHER NON-CURRENT ASSET (Unsecured but considered good) Assets Handed Over to Lessor (3) 51,50,684 51,50,684 Receivable on Sale of House-Keeping Business (4) 1,73,00,000 2,71,00,000 TDS receivable 93,03,492 Total 3,17,54,176 3,22,50,684 (3) On 31.03.2005 the Board of Directors decided to discontinue the operations of the company's hotel business. The compny's hotel business was carried out at the leased premises situated at 26/27 Poonamallee High Road owned by Central Hotels (P) Ltd (Lessor). As per the decision of the Board of Directors the leased premises wherein the hotel business was carried out was vacated and the building including amenities created by the company have been handed over to the lessor pending final settlement of dues. As per the mutual agreement reached with the lessor an inventory of assets handed over to the lessor have been taken and the valuation of assets was carried out by the valuers appointed by the company as well as the lessor. There has been considerable difference in the valuation by both the parties which could not be bridged even after a review, the amount is included as part of the total claim placed before the arbitrator as per the lease agreement. Pending finalization of the value of assets being taken over by the lessor and the ultimate settlement thereof through arbitration as per the lease agreeement, the company has provided an impariment loss of ` 30,58,874/- in respect of the above said assets, the WDV of the assets being ` 82,09,558 as on 31st March 2005. The net value of assets of ` 51,50,684/after impairment is reflected under loans and advances pending arbitration proceedings in accordance with the lease agreements. No additional provision for impariment is considered necessary at this stage as management is hopeful of recovering the entire amount from the landlord of erstwhile hotel premises through arbitration. (4) Represents amount receiveable on sale of House keeping business to Joint Venture Company Faber Sindoori Management Service Private Limited. 32 Apollo Sindoori Hotels Limited Notes to financial statements for the Year ended 31st March 13 Note 17: INVENTORY (Valued at Cost) Stock of Provision & Stores Total 31-3-2013 ` 31-3-2012 ` 28,91,766 28,91,766 18,41,803 18,41,803 Note 18: TRADE RECEIVABLES (Unsecured Considered good) From Related Parties (5) - Outstanding for More than Six Months - Others From Others - Outstanding for More than Six Months - Others Total 43,629 11,89,68,109 88,993 11,09,36,331 4,36,861 2,73,23,696 14,67,72,295 10,75,907 3,08,08,140 14,29,09,371 (5) Trade Receivables from Related Parties Include Debts Due from: Director Officers of the Company Company in which Director is a Director Company in which Director is a Member Firm in which Director is a partner 11,84,97,766 5,13,972 - 10,82,86,607 27,38,717 - 12,12,730 37,81,971 11,97,638 61,84,900 7,23,718 7,61,481 7,23,718 20,40,026 - 1,00,000 64,79,900 1,02,46,282 Note 19: CASH AND BANK BALANCES: Cash and Cash Equivalents Cash on hand Balance with Bank in Current a/c Other Bank Balance Balnce with Bank in Dividend a/c Balance with Bank in Deposit a/c* ,(Including interest accrued) Balance with Bank in Deposit a/c with more than 12 months maturity * Under Lien to Bank towards Bank Guarantees Total 33 Apollo Sindoori Hotels Limited Notes to financial statements for the Year ended 31st March 13 31-3-2013 ` Note 20: SHORT TERM LOANS & ADVANCES Other loans & advances (Unsecured, considered good unless otherwise stated) Advances recoverable in Cash or in kind Staff Advance Prepaid Expenses Total Note 21: OTHER CURRENT ASSETS Unbilled Revenue Claims Receivable Total Note 22: REVENUE FROM OPERATIONS Catering & Management Service: Sale of Food & Beverage Management Service Charges Total(A) Travel Services: Sale of Tickets Service Charges on Sale of Tickets Car Rental Service Total(B) Other Operating Revenue: Room Revenue Total (C) Grand Total D=(A+B+C) Note 23: OTHER INCOME Interest on Deposits with Bank Dividend received Miscellaneous Income * Total * Gross Income Less: Expenses Net Income , Note 24: CONSUMPTION OF PROVISIONS & STORES Opening Stock (+) Purchases (-) Closing Stock Total 31-3-2012 ` 1,15,55,074 18,45,513 11,75,203 1,45,75,790 1,18,00,755 24,39,491 12,39,464 1,54,79,710 63,50,000 63,50,000 1,91,328 73,00,000 74,91,328 23,40,93,914 31,26,99,125 54,67,93,039 16,07,41,835 27,01,62,768 43,09,04,603 11,31,08,680 24,02,439 39,64,217 11,94,75,336 14,04,90,039 26,76,123 32,05,926 14,63,72,088 1,12,69,929 1,12,69,929 67,75,38,305 1,15,79,833 1,15,79,833 58,88,56,524 2,96,558 1,85,580 27,37,095 32,19,233 1,75,087 10,06,384 11,81,471 31,83,679 4,46,584 27,37,095 17,94,144 7,87,760 10,06,384 18,41,803 12,51,42,332 28,91,766 12,40,92,369 19,26,579 8,66,66,869 18,41,803 8,67,51,645 34 Apollo Sindoori Hotels Limited Notes to financial statements for the Year ended 31st March 13 31-3-2013 ` Note 25: EMPLOYEE BENEFIT EXPENSES Salaries & Wages Director's Remuneration Bonus Contribution to PF and other funds Leave Encashment Gratuity Other Allowances Staff Welfare Total Note 26: FINANCE COST Interest on Cash Credit with Bank Interest on Car Loan Total Note 27: OTHER EXPENSES Advertisement & Business Promotion Bank Charges Bad Debts W/off Communication Expense Car Rental Expense Professional & Consultancy fee Power & Fuel Guest House Expense House keeping Expenses Interest on Delayed Remittance Kitchen Vessels Miscellaneous Expenditure Loss on sale of asset Office Expenses Printing and Stationary Rates & Taxes Rent Remuneration to auditors -Statutory Audit -For Tax audit/tax assessment Repairs & Maintenance - Others Sitting Fee Sitting Fee - Service Tax Travelling & Conveyance Transport Charges Training Expenses Total 31-3-2012 ` 28,26,54,986 12,00,000 1,17,11,240 3,48,17,565 3,01,059 26,75,364 30,69,476 75,58,484 34,39,88,174 23,75,53,785 12,00,000 1,09,57,074 2,85,82,328 9,06,218 25,44,884 23,27,181 51,44,190 28,92,15,660 10,24,260 65,227 10,89,487 7,69,249 1,21,615 8,90,864 11,13,470 2,70,349 1,48,656 17,26,085 36,53,013 73,92,952 1,69,05,420 9,82,372 50,88,244 15,54,541 6,04,522 26,81,292 3,48,466 4,403 17,72,108 9,09,369 55,99,664 8,67,610 4,43,234 13,76,363 33,64,021 42,97,008 1,05,64,510 17,74,802 46,38,120 11,53,663 6,78,514 12,94,552 1,46,964 12,80,016 5,80,608 68,31,420 6,11,275 88,725 17,77,286 3,00,000 44,016 1,44,11,168 15,18,482 3,36,405 6,98,42,283 5,73,075 88,725 14,20,289 4,40,000 91,60,155 8,03,041 3,20,644 5,20,97,334 35 Apollo Sindoori Hotels Limited Notes to financial statements for the Year ended 31st March 13 Note 28: RELATED PARTY DISCLOSURE: List of Related Parties Nature of Relation Promoter Name of Related Party Dr. Pratap.C.Reddy Mr. P.Vijayakumar Reddy Mrs. Suneeta Reddy Mrs. Shobana Kamineni Mrs. Sucharitha Reddy Mrs. Sindoori Reddy Key Management Personnel Mrs. Sucharitha Reddy Mrs. Sindoori Reddy Joint Venture M/s Faber Sindoori Management Services (P) Ltd Enterprise over which promoter or Key Management Personnel exercise significant influence M/s Apollo Hospitals Enterprises Ltd. M/s Apollo Gleneagles Hospitals Ltd. M/s Apollo Health & Lifestyle Ltd. M/s Apollo Hospital International Limited M/s Imperial Cancer Hospital & Research Center Ltd. M/s Lifetime Wellness Rx International Ltd. The Company's related party transaction are summarized as follows: (Amount in Rupees) Key Management Personnel Enterprise over which promoter or Key Management Personnel exercise significant influence Joint Venture Name of the Related Party Salary 2012-2013 2011-2012 2012-2013 2011-2012 2012-2013 2011-2012 12,00,000 12,00,000 - - - - Sale of goods & services - - - - 51,15,39,824 39,76,98,978 Sale of tickets - - 8,57,886 11,77,177 13,37,55,290 15,55,91,987 Balance Outstanding - - 1,73,00,000 2,71,00,000 11,90,11,738 11,10,25,324 36 Apollo Sindoori Hotels Limited Notes to financial statements for the Year ended 31st March 13 Note 29: LEASES: OPERATING LEASE: The Company has taken various premises on lease for its operations under operating lease or under leave and licence agreements. These lease are generally not non-cancellable and have an average life of 12 months to three years and are renewable by mutual consent. Lease payments are recognized in profit and loss account under rent in Note 27:Other Expenses Lease payments under non-cancellable lease agreements. Future lease payments Amount ` 32,78,445 4,18,000 36,96,445 Not Later than 1 Year Later than 1 Year but before 5 Years Total Note 30: FOREIGN CURRENCY EARNINGS/EXPENDITURE: 31-Mar-13 ` 8,54,108 Nil Expenditure in Foreign currency Earnings in Foreign currency 31-Mar-12 ` 6,04,328 Nil Note 31: EMPLOYEE BENEFITS i. Defined Benefit Plan: a) Gratuity A. Reconciliation of opening and closing balance of present value of the defined benefit obligation Period Covered Assumptions Discount Rate Expected Return On Plan Assets 31-Mar-13 31-Mar-12 8% p.a. 8% p.a. 8% p.a. 8% p.a. Indian Assured Lives Mortality Mortality Future Salary Increases Disability Attrition Retirement Method (1994 -96) (modified) Ultimate Table 5 %p.a. 5 %p.a. Nil Nil 2% p.a. 5% p.a. 58yrs 58yrs Projected Unit Credit 37 Apollo Sindoori Hotels Limited Changes in the Present Value of the Obligation and in the Fair Value of the Assets 31/Mar/13 ` 31/Mar/12 ` Present Value Of obligation at the beginning of the period Interest Cost Current Service Cost Past Service Cost Benefits Paid Actuarial (gain)/loss on Obligation Present Value of obligation at the end of the period 2,08,23,248 16,21,843 24,18,642 (11,00,416) (8,14,217) 2,29,49,100 1,81,30,658 14,36,697 33,89,819 (3,43,894) (17,90,032) 2,08,23,248 Fair value of plan assets at the beginning of the period Expected Return On plan assets Contributions Benefits Paid Actuarial gain (Loss) Plan assets Fair value of plan assets at the end of the period 60,93,765 7,09,537 50,00,000 (1,58,633) 1,16,44,669 55,85,486 4,67,170 41,109 60,93,765 6,55,584 18,31,141 2,29,49,100 2,08,23,248 (1,16,44,669) 1,13,04,431 1,13,04,431 (60,93,765) 1,47,29,483 1,47,29,483 Total actuarial gain (loss) to be recognized Balance Sheet Recognition Present Value Of Obligation Fair Value Of Plan Assets Liability (assets) Unrecognised Past Service Cost Liability (asset) recognised in the Balance Sheet 38 Apollo Sindoori Hotels Limited Profit & Loss – Expenses 2012-13 ` Current Service Cost Interest Cost Expected Return On plan assets Net Actuarial (gain)/loss recognised in the year Past Service Cost Expenses Recognised in the statement of Profit & Loss 2011-12 ` 24,18,642 16,21,843 (7,09,537) (6,55,584) 26,75,364 33,89,819 14,36,697 (4,67,170) (18,31,141) 25,28,205 7,09,537 (1,58,633) 5,50,904 4,67,170 41,109 5,08,279 1,47,29,483 26,75,364 (61,00,416) 1,13,04,431 1,25,45,172 25,28,205 (3,43,894) 1,47,29,483 2012-13 ` 1,88,53,068 13,00,200 10 2011-12 ` 1,45,67,033 13,00,200 10 14.50 14.50 11.20 11.20 Actual Return On Plan Assets Expected Return on plan assets Actuarial gain/(Loss) on plan assets Actual Return On Plan Assets Movement in the net Liability recognised in the Balance Sheet Opening net Liability Expenses Contribution Closing Net Liability Note 32: EARNINGS PER SHARE Net Profit as P&L Weighted average no. of shares o/s Nominal Value Per Share Earnings Per Share - Basic - Diluted 39 Apollo Sindoori Hotels Limited Note 33: Segment Reporting: Statement Showing Segment results for the financial year 2012-2013 Particulars Year Outsourced Services (Amount in Rupees) Other Total Operations Travels Segment Revenues 2012-2013 2011-2012 55,00,06,719 43,18,75,605 11,94,75,336 14,64,12,215 1,12,75,482 1,49,56,101 68,07,57,538 59,00,37,995 Segment Results 2012-2013 2011-2012 2,26,38,723 1,62,52,329 5,11,045 18,11,190 47,78,357 50,73,479 2,79,28,125 2,31,36,998 Income before depreciation interest taxes and exceptional items 2012-2013 2011-2012 2,52,76,352 1,85,20,207 5,25,245 18,19,898 47,78,357 50,73,479 3,05,79,953 2,54,13,585 Interest 2012-2013 2011-2012 10,89,487 8,90,864 - - 10,89,487 8,90,864 Depreciation 2012-2013 2011-2012 15,48,141 13,77,015 14,200 8,709 - 15,62,341 13,85,723 Tax Expenses 2012-2013 2011-2012 89,01,996 78,72,099 1,73,061 6,97,866 - 90,75,057 85,69,965 Profit/(Loss) after Taxation 2012-2013 2011-2012 1,37,36,727 83,80,230 3,37,984 11,13,324 47,78,357 50,73,479 1,88,53,068 1,45,67,033 Segment Assets 2012-2013 2011-2012 19,14,86,098 17,26,85,365 3,19,70,763 5,18,20,070 7,82,253 17,96,365 22,42,39,114 22,63,01,800 Segment Assets (Unallocated) 2012-2013 2011-2012 - - - 1,59,17,901 81,39,467 Total Assets 2012-2013 2011-2012 19,14,86,098 17,26,85,365 3,19,70,763 5,18,20,070 7,82,253 17,96,365 24,01,57,016 23,44,41,267 Segment Liabilities 2012-2013 2011-2012 10,30,76,106 11,31,04,628 1,16,198 95,64,524 24,210 13,49,373 10,32,16,514 12,40,18,524 Unallocated Liabilities 2012-2013 2011-2012 - - - 1,46,79,161 24,81,094 Total Liabilities 2012-2013 2011-2012 10,30,76,106 11,31,04,628 1,16,198 95,64,524 2,4,210 13,49,373 24,01,57,016 23,44,41,267 Capital Expenditure Incurred 2012-2013 2011-2012 85,58,675 35,00,744 27,000 - 85,58,675 35,27,744 Segment Depreciation 2012-2013 2011-2012 2012-2013 2011-2012 15,48,141 13,77,015 52,47,30,368 41,33,55,398 14,200 8,709 11,89,50,092 14,45,92,317 64,97,125 66,76,695 15,62,341 13,85,723 65,01,77,584 56,46,24,410 Non Cash Expenses other than depreciation There are no reportable geographical segments as the companies operation are confined to only one geographical location. 40 Apollo Sindoori Hotels Limited Note 34: Contingent Liability: 1. Corporate Guarantee to bank on behalf of Joint Venture enterprise for loan obtained by it. - ` 2,80,00,000 (Previous Year - ` 2,80,00,000) 2. Claim against the company/disputed liabilities not acknowledged as debts - ` 13,92,680 (Previous Year ` 13,92,680) Note 35: The company has not received any declaration from its vendors under Micro, Small and Medium Enterprises Act 2006 Note 36: The Board of Directors had decided to discontinue the operations of Travels Division from 31.03.2013 is also a separate segment as per Acounting Standard -17. This closure is consistent with the Long Term Strategy of the Company to focus its activities in the areas of "Food and Beverage" The following statement shows the revenue and expenses of continuing and discontinuing operations (Rupees in Lakhs) Continuing operations Discontinuing operations Total Particulars Turnover Operating Expenses Consumption of Provision & Stores Purchase of tickets Employee Benefit expenses Depreciation and amortization expenses Other expenses Total Pre-Tax profit from operating activities Interest expenses Profit/(Loss) before Tax Income Tax expenses Profit/(Loss) from operating activities after Tax 2013 2012 2013 2012 2013 2012 5,612.83 4,436.26 1,194.75 1,464.12 6,807.58 5,900.38 1,240.92 3,421.09 867.52 2,870.26 1,122.55 18.80 1,365.60 21.89 1,240.92 1,122.55 3,439.89 867.52 1,365.60 2,892.15 15.48 650.27 5,327.76 13.77 462.54 4,214.09 0.14 48.15 1,189.64 0.09 58.43 1,446.01 15.62 698.42 6,517.40 13.86 520.97 5,660.10 285.07 10.89 274.18 89.02 222.17 8.91 213.26 78.72 5.11 5.11 1.73 18.11 18.11 6.98 290.18 10.89 279.29 90.75 240.28 8.91 231.37 85.70 185.15 134.54 3.38 11.13 188.53 145.67 The closure of travel division is owing to the current scenario where tickets are booked online and the IATA recognised agents role is very limited. The profitability of this segment has been very low and the Board of the Company ware of the opinion that resources, fund which are spent on that activity could be more profitability deployed in "Food and Beverages" The Company will be redeploy its manpower and assets in other activities. No provision for impairment of assets is considered essential and the management is to be full of realizing all its receivable in the next three months Note 37: Figures for the previous year have been regrouped or rearranged wherever necessary As per Our report of Even Date R. Subramanian and Company Chartered Accountants For Apollo Sindoori Hotels Ltd., Sucharitha Reddy Managing Director R. Rajaram Partner Place: Chennai Date : 21.05.2013 Suresh R. Madhok Director G. Venkatraman Director 41 Apollo Sindoori Hotels Limited CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH 2013 A CASH FLOW FROM OPERATING ACTIVITIES Profit/(Loss) before tax Depreciation Interest Expenditure (Profit)/loss on sale of assets Interest Income Operating Profit before working capital changes Adjustments for (Increase)/Decrease in Trade Receivables (Increase)/Decrease in Inventory Increase/(Decrease) in Trade Payables Increase/(Decrease) in Other current liabilities (Increase)/Decrease in Long term Loans & advances (Increase)/Decrease in Other Non-current asset (Increase)/Decrease in Short Term Loans & advances (Increase)/Decrease in Other Current asset Increase/(Decrease) in Gratuity Liability Increase/(Decrease) in Bonus Liability Increase/(Decrease) in Leave Encashment Liability Cash generated from operations after working capital changes Direct taxes paid Cash generated from operations before Extra-ordinary items Extra-ordinary Item Net Cash Flow from Operating activities (A) B C CASH FLOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets Sale of Fixed Assets Fixed Deposits with Bank Increase in Investment Interest received Net Cash flow from Investing activites CASH FLOW FROM FINANCING ACTIVITIES Proceeds from Cash Credit with Bank Repayment of car loan Interest Paid Dividend Paid Tax on Dividend paid Net Cash flow from Financing activites Net Increase / Decrease in cash and cash equivalents Cash and cash Equivalent at the beginning Cash and cash Equivalent at the close (B) (C) 31-Mar-13 ` 2,79,28,125 15,62,341 10,89,487 3,48,466 (2,96,558) 3,06,31,861 31-Mar-12 ` 2,31,36,998 13,85,723 8,90,864 (1,75,087) 2,52,38,498 (48,40,465) (10,49,963) 68,73,182 56,59,486 (24,92,190) 4,96,509 9,03,919 11,41,328 (34,25,052) (9,50,000) (9,66,032) 3,19,82,583 (1,00,31,095) 2,19,51,488 2,19,51,488 (5,17,41,730) 84,776 33,64,440 16,23,689 (16,00,490) 1,70,34,764 (16,22,990) (11,91,328) 21,84,311 16,50,000 5,38,355 (44,37,705) (1,13,07,677) (1,57,45,382) (1,57,45,382) (85,58,675) 10,59,625 13,78,545 2,96,558 (58,23,947) (35,27,744) (3,05,856) (80,860) 1,75,087 (37,39,373) (1,36,19,858) (5,55,533) (10,89,487) (32,50,500) (1,85,15,378) (23,87,837) 73,82,538 49,94,701 2,25,67,253 (4,99,145) (8,90,864) (32,50,500) (5,39,876) 1,73,86,868 (20,97,887) 94,80,425 73,82,538 The schedules referred to above and the notes thereon form an integral part of the Profit & Loss Account This is the Cash flow statement referred to in our report of even date For Apollo Sindoori Hotels Ltd., R. Subramanian and Company Chartered Accountants R. Rajaram Partner Sucharitha Reddy Managing Director Place: Chennai Date : 21.05.2013 Suresh R. Madhok Director G. Venkatraman Director 42 Apollo Sindoori Hotels Limited Apollo Sindoori Hotels Ltd Registered & Corporate Office : 19-B, Anugraha Apartments, 41, Uthamar Gandhi Salai, Nungambakkam, Chennai - 600 034. PROXY FORM Dp Id............................... Client ID........................ (For Share held in Demat Form) Folio No............................. (For Share held in Physical Form) I/We................................................. being a Member/Members of Apollo Sindoori Hotels Limited hereby appoint ................................... of.................................................. in the district of ................................................................ as my/our Proxy vote for me/us on my/our behalf at the Annual General Meeting of the Company to be held on 12th Aug. 2013 at 3.30 p.m. at Narada Gana Sabha, Mini Hall, T.T.K. Road, Chennai - 600 018. and at any adjournment thereof. Affix Signature Revenue Stamp N.B. : The instrument appointing proxy should be deposited at the Registered / Corporate office of the Company not later than 48 hours before the commencement of the meeting. Apollo Sindoori Hotels Ltd Registered & Corporate Office : 19-B, Anugraha Apartments, 41, Uthamar Gandhi Salai, Nungambakkam, Chennai - 600 034. ATTENDANCE SLIP Name of the Member............................................................................................................. No. of Shares Held.................................................................................................................. Name of the Proxy.................................................................................................................. (to be filled up only when a Proxy attends the meeting) I hereby register my presence at the Annual General Meeting held on 12th Aug. 2013 at 3.30 p.m.at Narada Gana Sabha, Mini Hall, T.T.K. Road, Chennai - 600 018. and at any adjournment thereof. Signature of the Member / Proxy Place : Date : The slip may please be handed over at the entrance of the meeting hall. 43 Sketch the Café is now open in Chennai to open up taste buds. Indulge in a delectable spread of pizzas, sandwiches, pasta, burgers, cakes, pastries, beverages and health drinks, in a lively ambience. Step in to Sketch the Café and step in to the good side of life. Open from 10.00am - 10.00pm. 41, anugraha, Next to Taj Coromandel. Tel: 044 4206 4306 the cafe 19-B, Anugraha Apartments, 41, Uthamar Gandhi Salai Nungambakkam, Chennai – 600 034 Phone: 044 - 4206 4306