Directors Report
TO THE MEMBERS
The Directors have pleasure in presenting the 22nd Annual Report of the
Company together with its Audited Profit & Loss Account for the financial year ended
March 31, 2012 and the Balance Sheet as on that date:
PERFORMANCE OF THE COMPANY
RS IN LAKHS
| PARTICULARS |
YEAR ENDED MARCH 31, 2012 |
YEAR ENDED MARCH 31, 2011 |
| Total Income |
4910.71 |
3345.33 |
| Profit before Depreciation, Finance Costs and Tax |
518.61 |
409.43 |
| Less: Depreciation |
111.92 |
86.42 |
| Less: Finance Costs |
51.84 |
0.44 |
| Profit before Tax |
354.85 |
322.57 |
| Less: Provision for Tax |
145.45 |
96.02 |
| Add: MAT Credit |
30.28 |
- |
| Profit after Tax |
239.69 |
226.55 |
| Add: Balance brought forward from the previous year |
582.61 |
582.45 |
| Amount available for Appropriation |
822.30 |
809.00 |
| Appropriations: |
|
|
| Short /Excess provision of taxes of earlier years (Net) |
0.38 |
5.00 |
| - Dividend |
200.49 |
190.49 |
| A dividend of 10% i.e. RS 1/- per Equity Share was recommended by the Board of
Directors on August 13, 2012 |
|
|
| (In respect of the previous year, a final dividend of 10% i.e. RS 1/- per Equity Share
was declared and paid to the Members) |
|
|
| Tax on Dividend |
32.52 |
30.90 |
| Balance carried to Balance Sheet |
589.67 |
582.61 |
YEAR IN RETROSPECT
The first year of operations after the change in Management of the Company, has
recorded significant performance growth during the financial year under review. The total
income of the Company has increased as compared to previous financial year. The total
turnover of the Company for the year was recorded at Rs 4905.97 lakhs as compared to Rs
3324.06 lakhs in the previous year an increase of around 48 % over last year. The Company
has registered profit after tax of Rs 239.69 lakhs as compared to profit of Rs 226.55
lakhs in the previous year.
DIVIDEND
Your Directors are pleased to recommend a dividend of 10% i.e. Rs 1/- per Equity Share
of Rs 10 each subject to the approval of the Shareholders at the ensuing Annual General
Meeting for the financial year ended March 31, 2012. The dividend would involve a cash
outgo of Rs 200.49 lakhs towards dividend and Rs 32.52 lakhs towards tax on dividend. The
dividend, as recommended by the Board, if approved at the Annual General Meeting, will be
paid on or after SeptembeRs 27, 2012 to those members or their mandates whose names appear
in the register of Members as on SeptembeRs 24, 2012. In respect of shares held in
dematerialised form, it will be paid to members whose names are furnished by National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL), as beneficial owners as on SeptembeRs 24, 2012.
SHIFTING OF REGISTERED OFFICE
The Company has shifted its registered Offce from "F/72, Solaris, Opp. L&T
Gate No. 6, OFF Saki Vihar Road, Andheri (East), Mumbai - 400 072" to "Shree
Shakambhari Corporate Park, Plot No.156 - 158, Chakravarti Ashok Complex, J. B. Nagar,
Andheri (East) Mumbai - 400 099" w.e.f. OctobeRs 6, 2011.
AUGMENTATION OF YOUR HOTELS
During the year your Company has entered into a Lease contract to manage hotels i.e,
The Byke - Old Anchor, Goa and The Byke – Redwood, Matheran, under ‘ The
Byke’ brand. The business at " The Byke - Old Anchor, Goa with 240 guest rooms
and The Byke – Redwood, Matheran" with 25 guest Rooms in first year of its
operation, has been very successful and has secured the brand presence ‘ The
Byke’ in South Goa and Matheran with the new units. Although business has taken time
to pick up in the first year of operation after change in management of the Company, the
hotel has received excellent feedback and accolades from both trade analysts and
discerning international travelers, eventually it has reached new heights. With this
presently your Company owns and operates seven hotels at the locations viz. The
Byke-Heritage and The Byke- Redwood, Matheran, The Byke- Old Anchor, Hotel Sunflower,
Hotel Sunshine, Hotel Goan, Goa and The Byke- Paawana, Shekhawati.
CHANGE IN EQUITY SHARE CAPITAL DUE TO CONVERSION OF WARRANTS
During the year under review, the Board of Directors of your Company, at its Board
Committee meeting held on January 16, 2012, issued and allotted 10,00,000 Equity Shares
pursuant to conversion of Warrant at a price of RS 44/- per share as approved by the
shareholders and in accordance with the SEBI (ICDR) Regulations, 2009 on preferential
basis. Due to this, the outstanding issued, subscribed and paid up Equity Share capital
increased from RS 19,04,89,000 to RS 20,04,89,000 as at March 31, 2012.
EXPANSION / UP-GRADATION PLANS
Tourism industry is growing and bound to grow stronger in India owing to its splendid
historical architecture, rich heritage and ancient culture along with beautiful beaches,
rural tourism and the inherently rooted concept of hospitality in form of "Atithi
Devo Bhava".
Your Company’s upcoming ventures, The Byke – Neelkanth, Manali and The Byke -
Shimla will soon commence its operation in the financial yeaRs 2012 – 13.
The Company is also in negotiations for management and franchise contracts in various
other parts of the country. The Company expects to start its operations of the hotels
under the brand " The Byke" at Aronda – Goa, Khopoli – Maharashtra,
Kudal – Maharashtra, Jodhpur – Rajasthan and Lavasa – Maharashtra in coming
years.
DIRECTORS
Mr. Ramratan Bajaj, Director retire by rotation and being eligible, Offers himself for
reappointment at the ensuing Annual General Meeting.
Mr. Manoj Bhadupota, a Director liable to retire by rotation, does not Offer himself
for re-appointment at the ensuing Annual General Meeting.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review, as stipulated
under Clause 49 of the Listing Agreement with the Stock Exchange in India, is presented in
a separate section forming part of the Annual Report.
PUBLIC DEPOSITS
During the yeaRs 2011-12, your company has not accepted any deposits from the public
within the meaning of Section 58A of the Companies Act, 1956.
LISTING AND TRADING OF SHARES
The Equity Shares of your Company are listed and traded on the Bombay Stock Exchange
Limited and Madras Stock Exchange Limited, with effect from DecembeRs 30, 2011 the Equity
Shares of your Company are allowed to Trade on National Stock Exchange.
AUDITORS REPORT
The Auditors Report to the Shareholders does not contain any qualifications hence does
not require any comments on the same. A company, whose securities are listed on the Stock
Exchanges, is compulsorily required to follow the accounting standards prescribed by the
Institute of Chartered Accountants of India.
AUDITORS
At the Annual General Meeting, the Members will be requested to re-appoint M/s A.P.
Sanzgiri & Co, Chartered Accountants as Statutory Auditors of the Company for the
current year and authorize the Board of Directors to _x their remuneration.
CORPORATE GOVERNANCE REPORT
Your Company has complied with the requirements of Clause 49 of the Listing Agreement
regarding Corporate Governance. A report on the corporate governance practices, the
Auditors Certificate on compliance of mandatory requirements thereof are given as an
annexure to this report.
PARTICULARS OF EMPLOYEES
There were no employees drawing remuneration more than prescribed limit under Section
217 (2A) of the Companies Act, 1956.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
In view of the nature of activities which are being carried on by the company, Rules 2A
and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors)
Rules, 1988 concerning conservation of energy and technology absorption respectively are
not applicable to the company.
Further, there were no foreign exchange earnings or outgo during the year under review.
DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 217 (2AA) of the Companies Act, 1956, with
respect to the Directors’ Responsibility Statement, it is hereby confirmed that:
i. in preparation of the annual accounts for the financial year ended March 31, 2012,
the applicable accounting standards have been followed and that there are no material
departures from the same;
ii. 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 a true and
fair view of the state of affairs of the Company as at March 31, 2012, and of profit of
the Company for the said period;
iii. the Directors have taken proper and sufficient care to the best of their knowledge
and ability for the maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for
detecting fraud and other irregularities; and
iv. the Directors have prepared the accounts for the financial year ended March 31,
2012 on a ‘going concern’ basis.
ACKNOWLEDGEMENT
Your Directors wish to place on record their appreciation to the employees at all
levels for their hard work, dedication and commitment. The enthusiasm and unstinting
efforts of the employees have enabled the Company to achieve remarkable growth. The Board
also acknowledges the unstinted support of the customers, suppliers, investors, bankers,
Central Government and State Governments and other statutory authorities and others
associated with the Company.
For and On behalf of the Board of Directors
Sd/-
Anil Patodia
Managing Director
Mumbai
August 13, 2012
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