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Subsidiaries Accounts 2009-2010

Contents

DOMESTIC

TIFCO Holdings Limited 2-22

KTC Hotels Limited 23-40

United Hotels Limited 41-66

Taj SATS Air Catering Limited 67-103

Roots Corporation Limited 104-128

Residency Foods and Beverages Limited 129-158

Innovative Foods Limited 159-202

INTERNATIONAL

International Hotel Management Services Inc. 203-223

Taj International Hotels (HK) Limited 224-244

St. James Court Hotel Limited 245-261

Chieftain Corporation NV 262-268

IHOCO BV 269-276

Taj International Hotels Limited 277-292

Samsara Properties Limited 293-304

IHMS (Australia) Pty Limited 305-326

Apex Hotel Management Services Pte Limited 327-344

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TIFCO Holdings Limited

Director and Corporate Information

TIFCO Holdings Limited

Board of Directors
Anil P. Goel
Niyant Maru
R H Parekh
Farzana Billimoria
Sanker Parameswaran

Audit Committee
Niyant Maru
R. H. Parekh
Farzana Billimoria

Company Secretary
R. H. Parekh

Auditors
M/s Patel & Deodhar
Chartered Accounts

Bankers
Bank of Baroda
HDFC Bank

Registered Office
Mandlik House
Mandlik Road
Mumbai - 400 001

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Subsidiaries Accounts 2009-2010

DIRECTORS’ REPORT
TO THE MEMBERS,
The Directors are pleased to present the 32nd Annual Report of the Company together with its Audited Profit and Loss
Account for the financial year ended March 31, 2010 and the Balance Sheet as on that date:

FINANCIAL RESULTS
2009-10 2008-09
Rs. in ‘000 Rs. in ‘000
Income 117,156 175,772
Expenditure 1,028 1,088
Profit before Tax 116,128 174,684
Less : Provision For Tax 7,500 5,150
Profit after Tax 108,628 169,534
Tax adjustments relating to the Company and its amalgamated erstwhile
subsidiaries for earlier years 46 325
Balance profit brought forward from previous year 656,810 520,951
Amount available for appropriations 765,484 690,810

Appropriations:
Reserve Fund 22,000 34,000
Balance Profit carried forward 743,484 656,810
765,484 690,810
OPERATIONS
The businesses of the investee companies during the year under review suffered due to an acute economic slowdown,
characterized by a decline in consumer spending. The impact thereof is seen in the dividends earned by the Company
which have reduced by 43% from Rs. 13 crores to Rs. 7.40 crores in the current year.
The Company earned a profit before tax of Rs. 11.60 crores as against Rs. 17.47 crores in the previous year.
DIVIDEND
With a view to conserve the resources of the Company for future growth, your Directors do not recommend the
payment of dividend for the current year.
INVESTMENTS
After taking into account the effect of the transactions during the year, the cost of investments (net of provision
for diminution) held by the Company stood at Rs. 137.11 crores as at March 31, 2010 (Rs. 129.11 crores as at
March 31, 2009). The economic stability observed during the last quarter of the current financial year has helped
the market value of quoted investments aggregate to Rs. 66.86 crores which is an increase of 91% as compared to
Rs. 34.91 crores as at March 31, 2009.
The changes in investments during the year are reflected in the Investment Schedule attached to the Balance Sheet.
BORROWINGS & PUBLIC DEPOSITS
In compliance with Paragraph 5 of the Non-Banking Financial Companies Acceptance of Public Deposits (Reserve
Bank) Directions, 1998, the Directors state that the Company had neither accepted nor held public deposits as defined
in Paragraph 2(xii) of the said Directions during the financial year ended March 31, 2010.
The Company is debt free.

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TIFCO Holdings Limited

DIRECTORS’ REPORT (contd.)


DIRECTORS
In accordance with the Companies Act, 1956 and the Articles of Association of the Company, two of your Directors
viz. Mr. Anil P. Goel and Mr. Niyant Maru retire by rotation and are eligible for re-appointment.
Your approval for the re-appointment of Mr. Anil P. Goel and Mr. Niyant Maru as Directors has been sought in the
Notice convening the Annual General Meeting of the Company.
AUDIT COMMITTEE
The Audit Committee of the Company comprises of Mr. Niyant Maru, Mr. R.H. Parekh and Ms. Farzana S. Billimoria,
Directors of the Company. The role and terms of reference of the Audit Committee covers the areas mentioned under
Section 292A of the Companies Act, 1956, besides other terms as may be referred to by the Board of Directors of your
Company.
MANAGER
In accordance with the provision of Section 269 of the Companies Act, 1956, the Board of Directors commends your
approval for appointment of Mr. Zubin M. Mehta as Manager of the Company for a period of three years with effect
from May 1, 2010 on an all inclusive remuneration of Rs. 30,000/- per annum.
AUDITORS
The Members are requested to re-appoint M/s. Patel & Deodhar, Chartered Accountants, as Auditors for the current
year and authorize the Board of Directors to fix their remuneration.
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The activities of the Company are not covered under the list of specified industries in the Schedule to the Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988.
FOREIGN EXCHANGE EARNINGS AND OUTGO
There were no foreign exchange earnings and expenditure during the year under review.
STAFF
The Company did not have any employee during the year under review and accordingly Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 does not apply to the Company.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board of Directors, based on the
representations received from the Operating Management, hereby confirms that:-
(i) In the preparation of the annual accounts, the applicable accounting standards had been followed and that there
are no material departures.
(ii) It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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, 2010 and of the profit of the Company for that period.
(iii) It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud
and other irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which
should be recognized while relying on any system of internal control and records.
(iv) It has prepared the annual accounts on a going concern basis.
On behalf of the Board of Directors
R. H. Parekh Niyant Maru
Mumbai, 28th April, 2010 Director Director
Registered Office:
Mandlik House, Mandlik Road,
Mumbai 400 001

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Subsidiaries Accounts 2009-2010

Auditor's Report
To the Members of TIFCO Holdings Limited
We have audited the attached Balance Sheet of TIFCO Holdings Limited having its Registered Office at
Mandlik House, Mandlik Road, Mumbai 400 001 with Registration Number U65910MH1977PLC019873 as at
31st March, 2010 and also the Profit ane Loss Account of the Company for the year ended on that date, annexed thereto.
These financial statements are the responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles use and significant estimates
made by the management, as well as evaluating the overall financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.
1. As required under paragraph 3 of the Companies (Auditor's Report) Order, 2003 issued by the Central Government
in exercise of power conferred by Sec. 227(4A) of the Companies Act, 1956 as amended by the Companies
(Auditor's Report) (Amendment) Order, 2004, we give in the Annexure, a statement on matters specified in
paragraphs 4 and 5 of the said order to the extent applicable to the Company.
2. As required by the "Non-Banking Financial Companies Auditor's Report (Reserve Bank) Directions, 2008", we
have submitted a report to the Board of Directors of the Company containing a statement on the matters specified
in those directions.
3. Further to our comments in the Annexure referred to in paragraph (1) above:
(a) We have obtained all the information and explanations, which 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;
(c) The Balance Sheet and Profit and Loss Account dealt with by this report are in agreement with the books
of account;
(d) In our opinion, the Balance Sheet and Profit and Loss Account together with Notes thereon and attached
thereto, comply with Accounting Standards referred to in Sec. 211(3C) of the Companies Act, 1956;
(e) On the basis of the written representations received from the Directors, and taken on record by the Board of
Directors, we report that none of the directors is disqualified as on 31st March, 2010 from being appointed
as a director in terms of Section 274(1)(g) of the Companies Act 1956;
(f) In our opinion and to the best of our information and according to the explanations given to us, the said
accounts give the information required by the Companies Act, 1956, in the manner so required and give a
true and fair view in conformity with the accounting principles generally accepted in India;
(i) In the case of the Balance Sheet, of the state of affairs of the Company as at 31st March, 2010;
(ii) In the case of the Profit and Loss Account, of the Profit for the year ended on that date;
(iii) In the case of Cash Flow Statement, of the Cash Flows for the year ended on that date.
For Patel and Deodhar
Chartered Accountants
Firm Registration No. 107644 W

Deepa M. Bhide
Partner Membership No. 49616
Mumbai, 28th April, 2010

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TIFCO Holdings Limited

Annexure to Auditor's Report of TIFCO Holdings Limited


(Referred to in paragraph 1 of our report of even date)
1. The Company is an investment Company and its activities are such that requirements of items under clauses 4(i)
(b), 4(i)(c), 4(ii)(a), 4(ii)(b), 4(ii)(c), 4(iii)(d), 4(iv), 4(v), 4(vi), 4(viii), 4(x), 4(xi), 4(xii), 4(xiii), 4(xv), 4(xvi),
4(xvii), 4(xviii), 4(xix) and 4(xx) of the Order the considered not applicable to the Company.
2. The Company has maintained proper records showing full particulars and location of its leasehold land and
building. [Clause 4(i)(a)]
3. The Company has granted unsecured loans to four companies covered in the register maintained under Section
301 of the Companies Act, 1956 ("Act"). Total amount of the transactions during the year include loans given
Rs. 17.47 crores and loans repaid of Rs. 17.15 crores. The total outstanding loans as on 31st March 2010 were
Rs. 39.02 crores. The rate of interest and other terms and conditions of such loans are prima facie not prejudicial
to the interest of the Company. The receipt of the principal amount and interest is regular. [Clause 4(iii)
(a),(b),(c)].
4. The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered in
the register maintained under Section 301 of the Act during the year. [Clause 4(iii) (e) (f) (g)].
5. The Company has an internal audit system commensurate with its size and the nature of its business. [Clause
4(vii)].
6. (a) The Company, to the extent applicable to it, is regular in depositing undisputed statutory dues including
Provident Fund, Investor Education and Protection Fund, Employees' State Insurance, Income Tax, Sales
Tax, Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and any other statutory dues with the
appropriate authorities. [Clause 4(ix) (a)]
(b) To the best of our knowledge and belief and according to the information and explanations given and from
the records made available to us, there are no disputed amounts of Income tax / Sales tax / Wealth tax /
Service tax / Custom duty / Excise duty / Cess which are unpaid as of 31st March, 2010 except an appeal
filed with the Commissioner of Income Tax (Appeals) relating to a demand of Rs. 1 lakh raised by Assistant
Commissioner of Income Tax for Financial Year 2002-03.
Further, a second erroneous intimation under section 143(1) of Income Tax Act, 1961 was received in April
2010 for Financial year 2007-08 showing tax payable as Rs. 5.48 crores. The Company is in the process of
filing an appropriate reply. [Clause 4(ix) (b)].
7. The Company has maintained proper records of the transactions and contracts relating to dealings in shares,
securities, debentures and other investments and timely entries have been made therein. The investments made
by the Company are held by the Company in its own name. [Clause 4(xiv)].
8. No fraud on or by the Company has been noticed or reported during the year. [Clause 4(xxi)].
9. Having regards to our report on clauses under para 4 given above, reporting under para 5 is not applicable.

For Patel & Deodhar


Chartered Accountants
Firm Registration No. 107644 W

Deepa M. Bhide
Partner Membership No. 49616
Mumbai, 28th April, 2010

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Subsidiaries Accounts 2009-2010

BALANCE SHEET as at 31 March, 2010


Current Year Previous Year
Schedule Rs. in '000 Rs. in '000 Rs. in '000
SOURCES OF FUNDS
Shareholders' Funds
Share Capital A 815,000 815,000
Reserves and Surplus B 1,011,484 902,810
1,826,484 1,717,810
Total Funds Employed 1,826,484 1,717,810
APPLICATION OF FUNDS
Fixed Assets C
Gross Block 13,640 13,640
Less: Depreciation / Amortization 3,347 3,107
Net Block 10,293 10,533
Investments D 1,371,116 1,291,116
Current Assets, Loans and Advances E 515,006 479,473
Less: Current Liabilities and Provisions F 69,931 63,312
Net Current Assets 445,075 416,161
Total Assets (Net) 1,826,484 1,717,810
NOTES TO THE ACCOUNTS I

As per our Report attached For and on behalf of the Board


For Patel & Deodhar
Chartered Accountants

Ms. Deepa M. Bhide R. H. Parekh Ani. P. Goel


Directors
Partner Director & Company Secretary Niyant Maru
Membership No. 49616

Mumbai, 28 April 2010

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TIFCO Holdings Limited

Profit and Loss Account for the year ended 31 March, 2010
Current Year Previous Year
Schedule Rs. in '000 Rs. in '000
INCOME
Dividend on Shares / Units 74,064 130,365
Interest on loans and deposits 39,774 42,127
[Tax deducted Rs. 48.57 lakhs (Previous year Rs. 95.38 lakhs)]
Interest on tax refunds - 103
Profit / (Loss) on sale of Investments (net) - (15)
Rent and related income 3,318 3,175
Other Income and write backs (net) G - 17
117,156 175,772
EXPENDITURE
Establishment and Other Expenses H 788 848
Interest on Fixed Loans - -
Depreciation / Amortization 240 240
1,028 1,088
PROFIT BEFORE TAX 116,128 174,684
Less: Provision for Tax 7,500 5,150
[Net of MAT credit considered Rs 69.20 lakhs
(Previous Year Rs 21.83 lakhs)]
PROFIT AFTER TAX 108,628 169,534
Tax adjustments relating to the company and its
amalgamated erstwhile subsidiaries for earlier years 46 325
Balance profit brought forward from previous year 656,810 520,951

Amount available for appropriations 765,484 690,810

APPROPRIATIONS:
Reserve Fund 22,000 34,000
Balance profit carried forward 743,484 656,810
765,484 690,810
Earnings per share - basic and diluted (Rupees) 1.34 2.09
NOTES TO THE ACCOUNTS I

As per our Report attached For and on behalf of the Board


For Patel & Deodhar
Chartered Accountants

Ms. Deepa M. Bhide R. H. Parekh Anil P. Goel


Directors
Partner Director & Company Secretary Niyant Maru
Membership No. 49616

Mumbai, 28 April 2010

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Subsidiaries Accounts 2009-2010

Cash Flow Statement for the year ended 31 March, 2010


Current Year Previous Year
Rs. in '000 Rs. in '000
A Operating actitivities
1 Profit before tax 116,128 174,684
2 Add: Non-Cash items
a) Depreciation / Amortization 240 240
b) Assets / Investments written off - 18,329
c) Sundry balances written back (net) - -
d) Provision for doubtful debts written back (net) - (18,329)
e) Provision for diminution in value of investments
- 240 (17) 223
written back (net)
3 Less: Non-operating income
a) (Profit) / Loss on sale of investments - 15
4 Add: Non-operating expenses - -
5 Changes in Working Capital
a) (Increase) / Decrease in Debtors, advances and other
(9,209) (5,873)
receivables
b) Increase / (Decrease) in Sundry Creditors and other
(130) (9,339) 47 (5,826)
payables
6 Cash generated from Operations 107,029 169,096
7 Less: Direct taxes paid (net) (6,371) (10,333)
8 Net Cash from Operating activities 100,658 158,763
B Investing activities
1 Investments made / Share application monies paid (94,987) (200,000)
2 Investments sold / redeemed - 120,002
3 (Increase) / Decrease in loans / deposits placed (7,000) (85,800)
4 Net Cash from Investing activities (101,987) (165,798)
C Financing activities
1 Increase / (Decrease) in deposits / loans from:
a) Holding Company - -
b) Others - -
2 Net Cash from Financing activities - -
D Net increase / (decrease) in cash and cash equivalents (1,329) (7,035)
E Opening Cash balance as at 1 April 4,030 11,065
F Closing Cash balance as at 31 March 2,701 4,030

As per our Report attached For and on behalf of the Board


For Patel & Deodhar
Chartered Accountants

Ms. Deepa M. Bhide R. H. Parekh Anil P. Goel


Directors
Partner Director & Company Secretary Niyant Maru
Membership No. 49616

Mumbai, 28 April 2010

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TIFCO Holdings Limited

Schedules forming part of the Balance Sheet as at 31 March, 2010


Schedule 'A' : Share Capital Current Year Previous Year
Rs. in '000 Rs. in '000
Authorised
90,000,000 Equity Shares of Rs. 10/- each 900,000 900,000
Issued, Subscribed and Paid-up
81,500,000 Equity Shares of Rs. 10/- each 815,000 815,000
[All the above shares are held by The Indian Hotels Company Limited.]

Schedule `B' : Reserves and Surplus Current Year Previous Year


Rs. in '000 Rs. in '000
Reserve Fund
(In terms of Section 45-IC of the Reserve Bank of India Act, 1934)
Balance as per last Balance Sheet 246,000 212,000
Add: Transferred from Profit and Loss Account 22,000 34,000
268,000 246,000
Profit and Loss Account 743,484 656,810
1,011,484 902,810

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Subsidiaries Accounts 2009-2010

Schedules forming part of the Balance Sheet as at 31 March, 2010


Schedule `C' : Fixed Assets
Rs. in '000
Sr Particulars Gross Block Depreciation / Amortization Net Block
No. of Assets As at 1 Additions Deductions As at 31 As at 1 Additions Deductions For the As at 31 As at 31 As at 31
Apr 2009 Mar 2010 Apr 2009 year Mar 2010 Mar 2010 Mar 2009
1 Leasehold 639 - - 639 140 - - 28 168 471 499
Land

639 - - 639 112 - - 28 140 499 527

2 Building 13,001 - - 13,001 2,967 - - 212 3,179 9,822 10,034

(See Note 2
below)

13,001 - - 13,001 2,755 - - 212 2,967 10,034 10,246

Totals 13,640 - - 13,640 3,107 - - 240 3,347 10,293 10,533

Previous year 13,640 - - 13,640 2,867 - - 240 3,107 10,533 10,773

Notes:
1 Figures in bold type relate to the current year.
2 Mutation of the title to the building in favour of the Company is pending.

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TIFCO Holdings Limited

Schedules forming part of the Balance Sheet as at 31 March, 2010


Schedule `D' : INVESTMENTS Face Current Year Previous Year
Value Holding Book Value Holding Book Value
Rupees Nos. Rs. in '000 Rs. in '000 Nos. Rs. in '000
A IN SHARES OF COMPANIES
a Quoted Equity Shares
Trade Investments
1 Benaras Hotels Ltd 10 350,825 19,698 350,825 19,698
2 Oriental Hotels Ltd 10 1,720,836 216,376 1,720,836 216,376
3 Taj GVK Hotels and Resorts Ltd 2 400 4 400 4
236,078 236,078
Other Investments
1 Asian Hotels (North) Ltd 10 2 * 5 *
(formerly Asian Hotels Ltd)
2 Asian Hotels (East) Ltd 10 2 * - -
3 Asian Hotels (West) Ltd 10 2 * - -
4 Baroda Rayon Ltd 10 326 288 326 288
5 EIH Ltd 2 37 1 37 1
6 GVK Power & Infrastructure Ltd 1 7,500 100 7,500 100
7 Hotel Leela Venture Ltd 2 25 1 25 1
8 Malanpur Steel Ltd 10 778 59 778 59
9 Oxides & Specialities Ltd 10 500 24 500 24
10 Ravelon Pen Ltd 10 739 10 739 10
483 483
b Unquoted Equity Shares
Trade Investments
1 Ideal Ice and Cold Storage Ltd 10 32,720 327 32,720 327
2 Inditravel Pvt Ltd 10 99,000 990 99,000 990
3 Kaveri Retreats & Resorts Pvt Ltd 10 2,352,941 80,000 - -
4 MPower Information Systems Pvt Ltd 10 498,000 4,980 498,000 4,980
5 Piem Hotels Ltd 10 879,010 44,348 879,010 44,348
6 Residency Food and Beverages Ltd 10 250,000 2,500 250,000 2,500
7 Taida Trading and Industries Ltd 100 29,280 2,928 29,280 2,928
8 Taj Air Ltd # 10 19,843,140 198,431 19,843,140 198,431
9 Taj Enterprises Ltd 100 15,298 2,340 15,298 2,340
10 Taj Karnataka Hotels and Resorts Ltd 10 100,000 1,000 100,000 1,000
11 Taj Trade and Transport Co Ltd 10 362,999 5,333 362,999 5,333
12 Tata Industries Ltd 100 4,274,590 557,298 4,274,590 557,298
13 Tata International Ltd 1,000 4,000 6,200 4,000 6,200
14 United Hotels Ltd 10 2,101,680 3,940 2,101,680 3,940
910,615 830,615
Other Investments
1 Smile and Care Products Ltd 10 70,000 700 70,000 700
2 Virendra Garments Manufacturers Pvt Ltd 100 200 20 200 20
720 720

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Subsidiaries Accounts 2009-2010

Schedules forming part of the Balance Sheet as at 31 March, 2010


Schedule `D' : INVESTMENTS Face Current Year Previous Year
Value Holding Book Value Holding Book Value
Rupees Nos. Rs. in '000 Rs. in '000 Nos. Rs. in '000

c Unquoted Preference Shares


Trade Investments
1 Ideal Ice and Cold Storage Ltd -
8% Non- Cumulative Redeemable
10 1,500 150 1,500 150
Preference Shares
2 Roots Corporation Ltd -
5% Cumulative convertible Preference 100 2,000,000 200,000 2,000,000 200,000
Shares
3 Tata Ceramics Ltd - 11% Redeemable
Non-Cumulative Convertible Preference 100 1,815,233 30,075 1,815,233 30,075
Shares
230,225 230,225
B IN DEBENTURES / BONDS OF
COMPANIES
Quoted Debentures
Other Investments
1 Malanpur Steel Ltd -
14% Secured Redeemable Non-Convertible
Debentures (Part 'C') 50 500 20 500 20
1,378,141 1,298,141

C Less: Provision for diminution in value of


7,025 7,025
investments
D Total 1,371,116 1,291,116
E NOTES:
1 Aggregate of Quoted Investments:
Cost 236,581 236,581
Market Value 668,606 349,142
2 Aggregate of Unquoted Investments:
Cost 1,141,560 1,061,560
3 All investments are long term investments.
4 All Investments are stated at cost and are
fully paid-up unless otherwise indicated.
5 # Refer Note 4, Schedule 'I'.
6 * Amount below Rs. 500/-.

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TIFCO Holdings Limited

Schedules forming part of the Balance Sheet as at 31 March, 2010


Schedule 'E' : Current Assets, Loans and Advances
Current Year Previous Year
Rs. in '000 Rs. in '000 Rs. in '000
Current Assets
(Unsecured, considered good)
Income receivable 15,233 6,024
Cash and Bank Balances:
Cash on hand 1 1
Balances with Scheduled Banks in:
Current Accounts 2,700 1,029
Deposit Account - 3,000
2,701 4,030
Sundry Debtors
Debts outstanding for a period exceeding six months - -
Other debtors * - *
17,934 10,054
Loans and Advances
(Unsecured, considered good - unless otherwise specified)
Secured loan to a company 2,200 2,900
Inter-Corporate Deposits with:
Holding Company - -
Others 394,700 387,000
Advance payment of taxes and tax deducted at source 85,185 79,519
Other Advances - Share Application Monies 14,987 -
497,072 469,419
515,006 479,473

Current
Schedule 'F' : Current Liabilities and Provisions Previous Year
Year
Rs. in '000 Rs. in '000
Current Liabilities
Sundry Creditors 333 463
[Due to micro, small and medium enterprises - Nil (Previous year - Nil)]
Provisions
For Taxation 69,598 62,849
69,931 63,312

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Subsidiaries Accounts 2009-2010

Schedules forming part of the Profit and Loss Account for the year ended 31 March, 2010
Schedule 'G' : Other Income and write backs Current Year Previous Year
Rs. in '000 Rs. in '000
Provision for diminution in value of investments written back (net)
since no longer required (net of investments written off) - 17
- 17

Schedule 'H' : Establishment and other Expenses Current Year Previous Year
Rs. in '000 Rs. in '000
Auditors' Remuneration
Audit Fees 138 110
Tax Audit Fees 39 17
Other Services 22 49
Out-of-pocket Expenses 5 4
204 180
Professional Fees and Charges 215 275
Rates and Taxes 315 340
Lease Rent 25 10
Other Expenses 29 43
788 848

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TIFCO Holdings Limited

Schedules forming part of the Balance Sheet as at 31 March, 2010 and the Profit
and Loss Account for the period ended on that date
Schedule 'I' : Notes to the Accounts
1. Significant Accounting Policies
a. Accounting Convention
The accompanying financial statements have been prepared in accordance with the historical cost
convention. Accounting Standards notified vide the Companies (Accounting Standards) Rules, 2006 and
the Directions issued by the Reserve Bank of India as applicable to Non-Banking Financial Companies
have been complied with.
b. Recognition of Income and Expenditure
All income and expenditure is accounted on accrual basis.
c. Investments
Investments are stated at cost inclusive of expenses relating to acquisition. Provision for diminution in
the value of long-term investments is made to the extent that such decline, in the opinion of the Board
of Directors, is considered to be other than temporary taking into account relevant factors affecting the
investment.
Profit / (loss) on sale of investments is determined with reference to the average cost of the investments on
the date of sale.
d. Leasehold Land and Amortization
Leasehold Land is valued at cost less amortization. The cost is proportionately amortized over the period
of the lease in case of new leases whereas the cost is proportionately amortized over the balance period of
the lease in other cases.
e. Other Fixed Assets and Depreciation
Fixed assets other than leasehold land are valued at cost less depreciation. Depreciation is provided under
the straight line method at the rates and in the manner specified in Schedule XIV to the Companies Act,
1956.
f. Preliminary and Share Issue Expenses
Preliminary and Share Issue Expenses are written off in the year in which they are incurred.
g. Accounting for taxes on income
Deferred tax liabilities are recognized for all timing differences. However, deferred tax assets are recognized
considering prudence, materiality and virtual certainty of realization.
Credit for Minimum Alternate Tax paid is recognized as an asset only when and to the extent there is
convincing evidence that the Company will pay normal income tax during the period such credit is available.
2. The Company does not engage in any trading activity. Accordingly, additional information pursuant to Part II of
Schedule VI, Clauses 3(i)(a), 3(ii)(b) and 4D are not applicable.
3. Contingent Liabilities:
a. No provision has been made for the premium and penalty, if any, payable to the lessor for the transfer
of leasehold rights in a building in the name of the Company as the quantum thereof has not yet been
determined by the said lessor. The amount when quantified, admitted and paid by the Company is expected
to be capitalized.
b. Claims against the Company not acknowledged as debts – Rs 104.30 lakhs (Previous Year Rs 104.30
lakhs).
4. The Company has given an undertaking to a lender of Taj Air Limited (TAL) not to transfer, assign, dispose of
or encumber its holding in the shares of TAL without the said lender’s prior written approval except for changes
in the shareholding of TAL between specified entities.
5. Figures for the previous year have been re-grouped wherever necessary to conform to current year’s presentation.

16
Subsidiaries Accounts 2009-2010

Schedules forming part of the Balance Sheet as at 31 March, 2010 and the Profit
and Loss Account for the year ended on that date
Schedule 'I' : Notes to the Accounts (contd.)
6. Related party disclosures:
(a) Related parties and their relationship
Holding Company Subsidiaries
The Indian Hotels Company Limited Nil
Fellow Subsidiaries Associates / Other Related parties
Apex Hotel Management Services (Pte) Limited Benares Hotels Limited
Chieftain Corporation NV Piem Hotels Limited
IHMS (Australia) Pty Limited Taida Trading and Industries Limited
IHOCO BV Taj Air Limited
Innovative Foods Limited Taj Enterprises Limited
International Hotel Management Services Inc.
KTC Hotels Limited
Residency Food and Beverages Limited For the purpose of this disclosure, an associate or other
Roots Corporation Limited related party is a company, not being a subsidiary, in
Samsara Properties Limited which the Company's interest is not less than 20% of
St. James Court Hotel Limited the equity share capital or equity voting rights of such
Taj International Hotels (H.K.) Limited investee company and in which the Company has a
Taj International Hotels Limited significant influence.
Taj SATS Air Catering Limited
United Hotels Limited
Key Management Personnel
The Company is managed by the Board of Directors.
(b) Transactions with related parties :
Rs. in '000
Particulars of transactions Holding Company Fellow Subsidiaries Associates / Others
Transaction Outstanding Transaction Outstanding Transaction Outstanding
amount amount amount amount amount amount
Current Year
ICDs placed - - 151,200 210,200 - 180,000
Interest received on ICDs placed - - 18,679 7,436 18,735 7,661
Rent received 3,240 - - - - -
Previous Year
ICDs placed 18,500 - 369,500 162,000 20,000 180,000
Interest received on ICDs placed 6,015 - 14,029 1,107 18,995 4,093
Interest received on Share - - 395 -
Application
Rent received 3,060 - - - - -

As per our Report attached For and on behalf of the Board


For Patel & Deodhar
Chartered Accountants
Ms. Deepa M. Bhide R. H. Parekh Anil P. Goel
Director & Company Secretary Directors
Partner Niyant Maru
Membership No. 49616
Mumbai, 28 April 2010

17
TIFCO Holdings Limited

Disclosures
In terms of Paragraph 10(5) of the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies Prudential
Norms (Reserve Bank) Directions, 2007
1. Capital to Risk Assets Ratio (CRAR)

Items Current Year Previous Year


% %
CRAR 123.20 122.38
CRAR Tier I Capital 123.20 122.38
CRAR Tier II Capital - -
2. Exposure to Real Estate Sector
Category Current Year Previous Year
Rs. in '000 Rs. in '000
a) Direct Exposure
i) Residential Mortgages:
Lending fully secured mortgages on residential property that is or will
be occupied by the borrower or that is rented; - -
ii) Commercial Real Estate:
Lending fully secured mortgages on commercial real estates (office
buildings, retail space, multi-purpose commercial premises, multi-
family residential buildings, multi-tenanted commercial premises, - -
industrial or warehouse space, hotels, land acquisition, development
and construction, etc.) Exposure includes non-fund based (NFB) limits.
iii) Investments in Mortgage Backed Securities (MBS) and other
securitized exposures:
- Residential - -
- Commercial Real Estate - -
b) Indirect Exposure
Fund based and non-fund based exposures on National Housing Bank
(NHB) and Housing Finance Companies (HFCs) - -

3. Maturity Pattern of certain items of assets and liabilities


Rs. in '000
Over 1 Over 2 Over 3 Over 6 Over 1 Over 3
1 day to Over 5
Particulars month to 2 months to months to months to year to 3 year to 5 Total
1 month years
months 3 months 6 months 1 year years years

Liabilities
Borrowings from banks - - - - - - - - -
Market Borrowings - - - - - - - - -
Assets
Advances - - - - - - - - -
Investments - - - - - - - 1,371,116 1,371,116

4. Other Disclosures - Perpetual Debt Instruments (PDI)


The Company has never raised any amount through Perpetual Debt Instruments.

18
Subsidiaries Accounts 2009-2010

Schedule to the Balance Sheet of a Non-Banking Financial Company


[as required in terms of Paragraph 13 of the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies
Prudential Norms (Reserve Bank) Directions 2007]
Particulars All figures in Rs. lakhs
Amount Amount
outstanding overdue
Liabilities
1 Loans and advances availed by the NBFCs inclusive of
interest accrued thereon but not paid:
(a) Debentures:
Secured - -
Unsecured - -
(Other than falling within the meaning of public deposits)
(b) Deferred Credits - -
(c) Term Loans - -
(d) Inter-corporate loans and borrowing - -
(e) Commercial Paper - -
(f) Public Deposits - -
(g) Other Loans -
2 Break-up of (1)(f) above (Outstanding public deposits
inclusive of interest accrued thereon but not paid):
(a) In the form of unsecured debentures - -
(b) In the form of partly secured debentures i.e. debentures where
there is a shortfall in the value of security. - -
(c) Other public deposits - -

Assets Amount outstanding


3 Break-up of Loans and Advances including bills
receivables [other than those included in (4) below]:
(a) Secured 22.00
(b) Unsecured 3,947.00
4 Break-up of Leased Assets and stock on hire and
hypothecation loans counting towards EL/HP activities
(a) Lease assets including lease rentals under sundry debtors:
(i) Financial lease -
(ii) Operating lease -
(b) Stock on hire including hire charges under sundry debtors:
(i) Assets on hire -
(ii) Repossessed Assets -
(c) Hypothecation loans counting towards EL/HP activities
(i) Loans where assets have been repossessed -
(ii) Loans other than (i) above -

19
TIFCO Holdings Limited

Schedule to the Balance Sheet of a Non-Banking Financial Company


[as required in terms of Paragraph 13 of the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies
Prudential Norms (Reserve Bank) Directions 2007]
5 Break-up of Investments: Market Value/Breakup
or Fair Value or NAV
Current Investments:
(a) Quoted:
(i) Shares: Equity -
Preference -
(ii) Debentures and Bonds -
(iii) Units of mutual funds -
(iv) Government Securities -
(v) Others -
(b) Unquoted:
(i) Shares: Equity -
Preference -
(ii) Debentures and Bonds -
(iii) Units of mutual funds -
(iv) Government Securities -
(v) Others -
Long Term Investments
(a) Quoted:
(i) Shares: Equity 3,491.41
Preference -
(ii) Debentures and Bonds -
(iii) Units of mutual funds -
(iv) Government Securities -
(v) Others -
(b) Unquoted:
(i) Shares: Equity 23,573.63
Preference -
(ii) Debentures and Bonds -
(iii) Units of mutual funds -
(iv) Government Securities -
(v) Others -
6 Borrower group-wise classification of all leased assets,
stock-on-hire and loans and advances:
Category Amount net of provisions
Secured Unsecured Total
(a) Related Parties
(i) Subsidiaries - - -
(ii) Companies in the same group - 1,102.00 1,102.00
(iii) Other related parties - 2,800.00 2,800.00
(b) Other than related parties 22.00 45.00 67.00
Total 22.00 3,947.00 3,969.00

20
Subsidiaries Accounts 2009-2010

Schedule to the Balawce Sheet of a Non-Banking Financial Company


[as required in terms of Paragraph 13 of the Non-Banking Financial (Non-Deposit Accepting or Holding) Companies
Prudential Norms (Reserve Bank) Directions 2007]

7 Investor group-wise classification of all investments (current and long term) in shares and securities (both
quoted and unquoted):
Category Market Value/Breakup Book Value
or Fair Value or NAV (Net of Provn)

(a) Related Parties


(i) Subsidiaries - -
(ii) Companies in the same group 679.28 39.40
(iii) Other related parties 17,765.29 2,697.97

(b) Other than related parties 8,620.48 10,973.78

Total 27,065.05 13,711.15

8 Other Information Amount

(a) Gross Non-Performing Assets


(i) Related Parties -
(ii) Other than related parties -
(b) Net Non-Performing Assets
(i) Related Parties -
(ii) Other than related parties -
(c) Assets acquired in satisfaction of debt -

21
Innovative
TIFCO Foods Limited
Holdings Limited

Information pursuant to Part IV of Schedule VI to the Companies Act, 1956


Balance Sheet Abstract & Company's General Business Profile

I Registration Details
Registration Number U65910MH1977PLC019873 State Code 11
Balance Sheet Date 31 March, 2010

II Capital raised during the year (Amount in Rupees


thousands)
Public Issue Nil Rights Issue Nil
Bonus Issue Nil Private Placement Nil

III Position of Mobilisation and Deployment of Funds (Amount in Rupees thousands)


Total Liabilities 1,826,484 Total Assets 1,826,484

Sources of Funds
Paid-up Capital 815,000 Reserves & Surplus 1,011,484
Secured Loans Nil Unsecured Loans Nil

Application of Funds
Net Fixed Assets 10,293 Investments 1,371,116
Net Current Assets 445,075 Miscellaneous Expenditure Nil
Accumulated Losses Nil

IV Performance of the Company (Amount in Rupees thousands)


Total Income 117,156 Total Expenditure 1,028
Profit before Tax 116,128 Profit after Tax 108,628
Earnings per Share Rs. 1.34 Dividend per Share Nil

V Generic Names of three principal products/services of the company


Item Code No. (ITC Code) Not applicable
Product Description Investments and Finance

22
Subsidiaries Accounts 2009-2010

Director and Corporate Information

KTC Hotels Limited

BOARD OF DIRECTORS:
Mr. P. K. Mohankumar
Mr. Niyant Maru
Mr. R. H. Parekh

Registered Office:
Taj Residency
Shanmugam Road
Marine Drive
Emakulam
Cochin 682011
Kerala

Bankers:
Syndicate Bank
Indian Overseas Bank

Auditors :
M/s Varma & Varma
Chartered Accountants

23
KTC Hotels Limited

DIRECTORS’ REPORT
TO THE MEMBERS,
The Directors hereby present the Twenty Fifth Annual Report together with the Audited Profit and Loss Account for
the Year ended March 31, 2010 and the Balance Sheet as on that date:
I FINANCIAL RESULTS
Rupees in Lakhs

Particulars 2009-2010 2008-2009

Total Income 57.52 54.19

Profit/Loss before Depreciation 56.00 53.33

Less: Depreciation 6.52 6.53

Profit Before Tax 50.08 46.80

Less: Provision for Tax 11.30 0.74

Provision for Deferred Tax liability (0.08) 3.52

Profit after Tax 38.86 42.54

Add: Balance brought forward from the Previous year 190.27 147.73

Profit/Loss carried to Balance Sheet 229.13 190.27

II OPERATING RESULTS
During the year under review, the Company witnessed a turnover of Rs. 57.52 lakhs compared to Rs. 54.19
lakhs in the previous year showing an overall increase of Rs. 3.33 lakhs. During the said year the Company has
registered a profit after tax of Rs. 38.86 lakhs as against a profit of Rs. 42.54 lakhs in the previous year.
III DIRECTORS
In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the Company,
your Director Dr T. K. Jayarajan retires by rotation but is not eligible for re-appointment.
IV AUDITORS
At the Annual General Meeting of the Company the Members are requested to re-appoint M/s Varma and Varma
as the Statutory Auditors of the Company and fix their remuneration for the current financial year.
V EMPLOYEES
The Company has no employee falling within the purview of the provisions of Section 217(2A) of the Companies
Act, 1956, read in consonance with the Companies (Particulars of Employees) Rules, 1975.
VI ENERGY CONSERVATION, TECHNOLOGY TRANSFER AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
The requirement under section 217(i)(e) of the Companies Act, 1956 regarding energy conservation, technology
transfer and foreign exchange earnings and outgo are not applicable as the income is mainly through license
fees.

24
Subsidiaries Accounts 2009-2010

VII SECRETARIAL COMPLIANCE


In terms of Section 383 A of the Companies Act, 1956, the Company has obtained the Secretarial Compliance
Certificate from a Practising Company Secretary. A copy of the said Certificate is attached to this report.
VIII DIRECTORS’ RESPONSIBILITY STATEMENT
Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board of Directors, based on the
representations received from the Operating Management, hereby confirms that:-
(i) In the preparation of the annual accounts, the applicable accounting standards had been followed and that
there are no material departures.
(ii) It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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, 2010 and of the profit of the Company
for that period.
(iii) It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities, to the best of its knowledge and ability. There are however,
inherent limitations, which should be recognized while relying on any system of internal control and
records.
(iv) It has prepared the annual accounts on a going concern basis.

On behalf of the Board of Directors

Niyant Maru R. H. Parekh


Director Director
Mumbai, April 28, 2010

Regd Office:
Taj Residency, Marine Drive,
Ernakulam,
Kochi 682 011

25
KTC Hotels Limited

Compliance Certificate
To,
The Members,
KTC Hotels Limited

I have examined the registers, records, books and papers of M/s. KTC Hotels Limited as required to be maintained
under the Companies Act, 1956, and the rules made thereunder and also the provisions contained in the Memorandum
and Articles of Association of the Company for the financial year ended on March 31, 2010. In my opinion and to the
best of the information and according to the examinations carried out by me and explanations furnished to me by the
Company, its officers and agents, I certify that in respect of the aforesaid financial year:
1. The Company has kept and maintained all registers as stated in Annexure ‘A’ to this certificate, as per the
provisions and the rules made thereunder and all entries therein have been duly recorded.
2. The Company has duly filed the forms and returns as stated in Annexure ‘B’ to this certificate, with the Registrar
of Companies, Regional Director, Central Government, Company Law Board or other authorities within the time
prescribed under the Act and the rules made thereunder.
3. The Company is a Public Limited Company and has the minimum prescribed paid-up capital.
4. The Board of Directors duly met on the dates mentioned in Annexure 'C' to this Certificate, in respect of which
meetings, proper notices were given and the proceedings were properly recorded and signed in the Minutes
maintained for the purpose.
5. The Company has not closed its Register of Members and/or Debenture holders during the financial year.
6. The Annual General Meeting for the financial year ended on March 31, 2009 was held on September 18, 2009
after giving due notice to the Members of the Company, and the resolutions passed thereat were duly recorded in
Minutes maintained for the purpose.
7. No Extra-ordinary General Meeting was held during the financial year.
8. The Company has not advanced any loan to its directors or persons or firms or companies referred to under
Section 295 of the Act.
9. According to the information given to us, the Company has not entered into any contracts falling within the
purview of Section 297 of the Act.
10. The Company has maintained the Register of Contracts covered under Section 301 of the Act.
11. As there were no instances falling within the purview of Section 314 of the Act, the Company has not obtained
any approvals from the Board of Directors, Members or Central Government.
12. No duplicate share certificates were issued during the year under report.
13. There were no transfer of shares during the year and no dividend was declared during the year under report.
Further, the Company has no unpaid dividend account as no dividend had been declared by the Company.
14. The Board of Directors of the Company is duly constituted. There was appointment of Director in the casual
vacancy which was subsequently confirmed in the General Meeting held on September 18, 2009.
15. The Company has not appointed any Managing Director / Whole-time Director / Manager during the financial
year.
16. The Company has not appointed any sole-selling agent.
17. The Company was not required to obtain any approvals from the Central Government, Company Law Board,
Regional Director, Registrar and/or such authorities as per the provisions of the Act during the financial year.

26
Subsidiaries Accounts 2009-2010

18. The Directors have disclosed their interest in other firms/companies pursuant to the provisions of the Act and the
rules made thereunder.
19. The Company has not issued any shares/debentures, during the financial year.
20. The Company has not bought back any shares during the financial year.
21. There was no redemption of preference shares or debentures during the financial year.
22. There was no transaction necessitating the Company to keep in abeyance rights to dividend, rights shares and
bonus shares pending registration of transfer of shares.
23. The Company has not accepted any deposits from the public including any unsecured loans falling within the
purview of Section 58A during the financial year.
24. The amounts borrowed by the Company during the financial year are within the borrowing limits of the
Company.
25. The Company had granted an unsecured loan amounting to Rs. 41 lakhs to one Company covered in the register
maintained u/s 301 and the year end balance of the said loan was Nil since the same has been repaid during the
financial year.
26. The Company has not altered the provisions of the memorandum with respect to situation of the Company’s
Registered Office from one state to another during the year under scrutiny.
27. The Company has not altered the provisions of the memorandum with respect to the objects of the Company
during the year under scrutiny.
28. The Company has not altered the provisions of the memorandum with respect to name of the Company during
the year under scrutiny.
29. The Company has not altered the provisions of the memorandum with respect to share capital of the Company
during the financial year under scrutiny.
30. The Company has not altered its Articles of Association during the financial year.
31. No Prosecution was initiated against or show cause notices received by the Company for offences under the Act
and also no fines or penalties or any other punishment imposed on the Company.
32. From books and records made available, the Company has not received any security from its employees during
the year.
33. As per the registers maintained, the Company has neither constituted any Fund nor created any Trust under
Section 418 of the Companies Act, 1956.

Place: Mumbai S. M. Korde


Date: April 28, 2010 Company Secretary
C.P. - 1079

27
KTC Hotels Limited

Annexure A
Registers maintained by the Company
1. Register of Members u/s 150
2. Minutes Book of Board Meetings & General Meetings u/s 193
3. Register of Contracts u/s 301
4. Register of Directors u/s 303
5. Register of Director’s Shareholding u/s 307

Annexure B
Forms and Returns as filed by the Company with the Registrar of Companies, Regional Director, Central Government
or other authorities during the financial year ending on 31st March, 2010.
1. Form 20B Filed u/s 159 for Annual Return.
2. Form 23AC and Form 23ACA filed u/s 220 for Annual Accounts.
3. Form No. 66 being Compliance Certificate under Rule 3 of the Companies (Compliance Certificate) Rules,
2001.
4. Form 32 for resignation / change in designation of Director(s).

Annexure C
Meetings of Board of Directors during the financial year 2009-2010
1) May 22, 2009
2) July 14, 2009
3) December 31, 2009
4) March 3, 2010

Place: Mumbai S. M. Korde


Date: April 28, 2010 Company Secretary
C.P. - 1079

28
Subsidiaries Accounts 2009-2010

Auditors Report
The Members
KTC Hotels Limited,
Calicut.
We have audited the attached Balance Sheet of KTC HOTELS LIMITED as at 31st March 2010, the Profit and Loss
Account and the Cash Flow Statement for the year ended on that date annexed thereto. These financial statements
are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial
statements based on our audit.
We conducted our audit in accordance with auditing standards generally accepted in India. These Standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles used and significant estimates
made by management as well as evaluating the overall financial statements presentation. We believe that our audit
provides a reasonable basis for our opinion.
1. As required by the Companies (Auditor's Report) Order, 2003 issued by the Central Government of India in
terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure, a statement on the matters
specified in Para 4 & 5 of the said Order;
2. Further to our comments in the Annexure referred to above, we report that:
i) We have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purposes of our audit.
ii) 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.
iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in
agreement with the books of account.
iv) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow statement dealt with by this report
comply with the mandatory Accounting Standards referred to in sub-section (3C) of Section 211 of the
Companies Act, 1956.
v) On the basis of written representation received from directors of the Company as at 31st March, 2010 and
taken on record by the Board of Directors, we report that none of the directors is disqualified as on 31st
March, 2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of
the Companies Act, 1956.
vi) In our opinion and to the best of our information and according to the explanations given to us, the said
accounts, read together with the accounting policies and other notes attached thereto, give the information
required by the Companies Act, 1956, 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 Balance Sheet, of the state of affairs of the Company as at 31st March 2010;
b) in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
c) in the case of Cash Flow Statement of the cash flows for the year ended on that date.
For VARMA & VARMA
Chartered Accountants
FRN: 4532S

S. Raghunandan
Place : Calicut Partner
Date : 27.04.2010 Membership No.: 23592

29
KTC Hotels Limited

Annexure Referred to in paragraph I of our Audit Report of Even Date

1. (a) The Company has maintained proper records showing full particulars including quantitative details and
situation of most of its fixed assets.
(b) We are informed that major items of the fixed assets have been physically verified by the management at
the end of the year, which in our opinion is reasonable having regard to the size of the Company and the
nature of its assets and that no material discrepancies have been noticed on such verification.
(c) The Company has not disposed off any of its fixed assets during the year.
2. The Company does not have any inventory and as such clauses 'a' to 'c' of paragraph 4(ii) of the order are not
applicable.
3. (a) During the year, the Company has granted unsecured loan to one Company covered in the register maintained
u/s 301. The maximum amount involved during the year was Rs. 41 Lakhs and the year end balance of loan
granted to such party was Nil. The opening balance of another loan of Rs. 41 lakhs to the holding Company
has been repaid during the year.
(b) In our opinion, the terms and conditions on which the above loans were given is not prima facie prejudicial
to the interests of the Company.
(c) There is no stipulation regarding the repayment of the principal. The interest payments have been regular.
(d) In respect of the loan given by the Company, the same was repayable on demand and therefore the question
of overdue amount does not arise.
(e) The Company had accepted an unsecured loan from its holding Company which is Company covered in the
register maintained under Section 301. The maximum amount involved is the opening balance of Rs. 350
lakhs which is outstanding at the end of the financial year.
(f) In our opinion, the terms and conditions on which the above loan was taken is not prima facie prejudicial
to the interests of the Company.
(g) There is no stipulation regarding the repayment of the principal / interest.
4. In our opinion and according to the information and explanations given to us, there are adequate internal control
procedures commensurate with the size of the Company and nature of its business for the purchase and sale of
fixed assets. There is neither purchase nor sales of goods as such.
5. (a) As per the information and explanations given to us the Company has not entered into any transactions,
the particulars of which need to be entered in the register maintained in pursuance of Section 301 of the
Companies Act, 1956, and as such clause 5 (b) of the Order is not applicable to the Company.
6. In our opinion and according to the information and explanation given to us the Company has not accepted any
deposits from the public during the year and hence the directives issued by the Reserve Bank of India and the
provisions of Section 58A and 58AA or any other relevant provision of the Companies Act, 1956, and the Rules
framed there under are not applicable.
7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its
business.
8. As per the information and explanations given to us, the Central Government has not prescribed maintenance of
cost records under section 209(1) (d) of the Companies Act, 1956, are not applicable to the Company.

30
Subsidiaries Accounts 2009-2010

9. (a) As per the information and explanations furnished to us, and according to our examination of records
of the Company, the Company has been regular in depositing undisputed statutory dues on account of
Provident Fund, Employees State Insurance, Income tax, Wealth Tax, Service Tax and Sales Tax dues with
the appropriate authorities during the year. There are no amounts to be deposited towards Investor Education
and Protection Fund, Customs duty, Excise duty and Cess dues. There are no arrears of undisputed statutory
dues outstanding as on 31-03-2010 for a period of more than six months from the date on which they
became payable.
(b) According to the information and explanations given to us and the records of the Company examined by us,
there are no disputed amounts of tax that have to be deposited with the authorities as at 31st March 2010.
10. The Company does not have any accumulated loss at the end of the financial year and has not incurred cash losses
in the financial year and in the immediately preceding financial year.
11. According to the information and explanations given to us and the records of the Company examined by us, the
Company has not availed any loans from financial institutions and banks.
12. The Company has not given any loans or advances in the nature of loans on the basis of security by way of pledge
of shares, debentures and other securities.
13. The Company is not a Chit fund/Nidhi/Mutual benefit Company and hence Paragraph 4 (xiii) of the Order is not
applicable.
14. The Company is not dealing or trading in shares, securities, debentures or other investments.
15. According to the information and explanations given to us and the records of the Company examined by us, the
Company has not given any guarantee for loans taken by others from banks or financial institutions.
16. According to the information and explanations given to us and the record of the Company examined by us,
Company has not availed any loans short term or long term during the year.
17. According to the information and explanations given to us and the records of the Company examined by us,
Company has not raised funds on short term basis during the year and therefore the reporting requirement of
clause 4(xvii) is not applicable.
18. According to the information and explanations given to us and the records of the Company examined by us
during the year, the Company has not made any allotment of shares pursuant to Section 81(1A) of the Companies
Act, 1956, to parties covered in the Register maintained under Section 301 of the Companies Act, 1956.
19. The Company has not issued any debentures during the year and hence clause 4(xix) is not applicable.
20. The Company has not raised any money through a public issue during the year.
21. According to the information and explanations given to us, no fraud either on or by the Company has been
noticed during the year.
For VARMA & VARMA
Chartered Accountants
FRN: 4532S

S. Raghunandan
Place : Calicut Partner
Date : 27.04.2010 Membership No. 23592

31
KTC Hotels Limited

Balance Sheet as at 31st March, 2010


Schedule Current Year Previous Year
Rupees Rupees Rupees
SOURCES OF FUNDS
1. Shareholders' Funds
(a) Capital A 6,040,000 6,040,000
(b) Reserves and Surplus B 22,913,344 19,027,074
(c) Total 28,953,344 25,067,074
2. Loan Funds
Security Deposit received 35,000,000 35,000,000
3. Deferred Tax Liability C 7,997,656 8,005,881
4. TOTAL FUNDS EMPLOYED 71,951,000 68,072,955
APPLICATION OF FUNDS
5. Fixed Assets
(a) Gross Block 44,792,299 44,792,299
(b) Less : Depreciation D 9,042,509 8,390,973
(c) Net Block 35,749,790 36,401,326
6. Current Assets, Loans and Advances E 37,459,668 32,604,973
7. Less : Current Liabilities and Provisions
(a) Current Liabilities F 1,258,458 933,343
8. Net Current Assets 36,201,210 31,671,630
9. TOTAL ASSETS 71,951,000 68,072,955

Notes to Accounts J
(Schedule `A' to `F' and Notes in Schedule `J' form part of this Balance Sheet)

As per our report attached For and on behalf of the Board


For Varma & Varma
Chartered Accountants
FRN:004532S
Niyant Maru
S.Raghunandan R. H. Parekh Directors
Partner P. K. Mohankumar
Membership No.23592

Calicut
Date: 27 April, 2010

32
Subsidiaries Accounts 2009-2010

Profit and Loss Account for the year ended 31st March, 2010

Schedule Current year Previous year


Rupees Rupees
INCOME G 5,752,080 5,419,608
EXPENDITURE
1. Operating and General Expenses H 92,500 86,447
2. Depreciation 651,535 652,844
TOTAL EXPENDITURE 744,035 739,291
PROFIT BEFORE TAX 5,008,045 4,680,316
Tax Expense:
Provision for Income Tax 1,130,000 73,815
Provision for Deferred Tax Liability C (8,225) 351,951
PROFIT AFTER TAX CARRIED TO BALANCE SHEET 3,886,270 4,254,550
Earnings per share I 6.43 7.04
Notes to Accounts J

(Schedule `G' to `I' and Notes in Schedule `J' form part of this Profit & Loss Account)

As per our report attached For and on behalf of the Board


For Varma & Varma
Chartered Accountants
FRN:004532S
Niyant Maru
S.Raghunandan R. H. Parekh Directors
Partner P. K. Mohankumar
Membership No.23592

Calicut
Date: 27 April, 2010

33
KTC Hotels Limited

Cash Flow Statement Annexed to the Balance Sheet for the period from
1st April, 2009 to March, 2010
31.03.'10 31.03.'09
A. Cash flow from Operating Activities:
Net Profit/(Loss) before tax 5,008,045 4,680,316
Adjustments for:
Interest Income
Current year Depreciation 651,535 652,844
Operating Profit before Working Capital changes 5,659,580 5,333,160
Adjustments for:
Other Current Assets 919,615 (3,556,494)
Advances (4,100,000)
Trade payables (804,885) (1,086,797.00)
114,730 (8,743,291)
Cash Generated from Operations 5,774,310 (3,410,131)
Net Cash Flow from Operating Activities 5,774,310 (3,410,131)
B. Cash Flow from Investment Activities:
Purchase of Fixed Assets (Including Capital WIP)
Net Cash Flow from Investing activities
C. Cash Flow from Financing Activities:
Proceeds from Borrowings
Interest received
Net Cash Flow from Financing Activities 5,774,310 (3,410,131)
D. Net Increase /(Decrease) in Cash and Cash Equivalents:
Opening Balance as at 01.04.2009 (01.04.2008) 247,790 3,657,921
Closing Balance as at 31.03.2010 (31.03.2009) 6,022,100 247,790

As per our report attached For and on behalf of the Board


For Varma & Varma
Chartered Accountants
FRN:004532S
Niyant Maru
S. Raghunandan R. H. Parekh Directors
Partner P. K. Mohankumar
Membership No.23592

Calicut
Date: 27 April, 2010

34
Subsidiaries Accounts 2009-2010

Schedules forming part of the Balance Sheet


SCHEDULE A : SHARE CAPITAL
Current Year Previous Year
Rupees Rupees
SHARE CAPITAL
1. Authorised
15,00,000 Equity shares of Rs.10 each 15,000,000 15,000,000
2. Issued, Subscribed and Paid up
6,04,000 Equity shares of Rs.10 each 6,040,000 6,040,000
Wholly held by The Indian Hotels Co., Ltd. and its nominees
6,040,000 6,040,000
SCHEDULE B : RESERVES & SURPLUS
1. Profit and Loss Account
Opening Balance 19,027,074 14,772,524
Less: Deferred Tax Liability - -
Add: Profit for the year 3,886,270 4,254,550
Balance carried forward 22,913,344 19,027,074

SCHEDULE C : Deferred Tax Liability


Opening Balance 8,005,881 7,653,930
Add: Deferred Tax Liability (Asset) Created for timing Differences (8,225) 351,951
Balance carried forward 7,997,656 8,005,881

SCHEDULE D : FIXED ASSETS


Gross block Gross block Depreciation Depreciation Depreciation Net Block Net Block
(at cost) as at Additions Deductions (at cost) as at upto for the year upto as at as at
01.04.2009 31.03.10 31.03.2009 2009-2010 31.03.2010 31.03.2010 31.03.2009
Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees Rupees
1. LAND 4,252,675 - - 4,252,675 - - - 4,252,675 4,252,675
4,252,675 - - 4,252,675 - - - 4,252,675 4,252,675
2. BUILDING* 39,971,449 - - 39,971,449 7,822,798 651,535 8,474,333 31,497,116 32,148,651
39,971,449 - - 39,971,449 7,171,263 651,535 7,822,798 32,148,651 32,800,186
3. PLANT & 412,800 - - 412,800 412,800 - 412,800 - -
MACHINERY 412,800 - - 412,800 412,800 - 412,800 - -
4. FURNITURE 152,642 - - 152,642 152,642 - 152,642 - -
& FIXTURES 152,642 - - 152,642 151,333 1,309 152,642 - -
5. VEHICLE 2,733 - - 2,733 2,733 - 2,733 - -
2,733 - - 2,733 2,733 - 2,733 - -
6. TOTAL 44,792,299 - - 44,792,299 8,390,973 651,535 9,042,509 35,749,791 36,401,326
44,792,299 - - 44,792,299 7,738,129 652,844 8,390,973 36,401,326 37,054,170
NOTES : 1) Figures in italics are in respect of previous year.

35
KTC Hotels Limited

Schedules forming part of the Balance Sheet (Contd.)


SCHEDULE E : CURRENT ASSETS, LOANS AND ADVANCES
Current year Previous year
Rupees Rupees
A. CURRENT ASSETS
Cash and Bank Balances
i. Balance with Scheduled Banks
In current account 128,451 154,140
In fixed account 5,893,650 93,650
6,022,101 247,790
ii. Sundry Debtors (Unsecured considered good)
a). Outstanding over 6 months - -
b). Others (Due from Indian Hotels Co. 28,894,478 24,524,095
Ltd. - Holding company. Maximum
outstanding at any time during the year
Rs. 28,894,478/- (Rupees Two Crore Eighty Eight
Lakh Ninety Four Thousand four hundred
and seventy eight only)
Total A 34,916,579 24,771,886
B. LOANS AND ADVANCES
1. Deposit with Government & Public Bodies 16,913 35,200
2. Deposit With Indian Hotels Co. Ltd. - 4,100,000
3. Other advances recoverable in cash or kind
or value to be received 2,526,176 3,697,887

Total B 2,543,089 7,833,087


TOTAL (A+B) 37,459,668 32,604,973

SCHEDULE F : CURRENT LIABILITIES

1. Other Liabilities 54,643 64,242


2. Amount to be transferred to Invester Education
and Protection Fund - -
3. Provision for taxation 1,203,815 869,101
1,258,458 933,343

36
Subsidiaries Accounts 2009-2010

Schedules forming part of the Balance Sheet (Contd.)


SCHEDULE G : INCOME
Current year Previous year
Rupees Rupees
1. Licence Fee received from Hotel operations 5,292,094 5,286,380
2. Interest on Income Tax Refund 125,083 54,226
3. Interest on Deposits with Banks 38,062 17,222
4. Interest on inter corporate deposits 290,935 61,780
5. Miscellaneous income 5,906 -
5,752,080 5,419,608

SCHEDULE H : OPERATING AND GENERAL EXPENSES

1. General Expenses
(a) Rates & Taxes 25,156 16,854
(b) Other expenses 4,951 8,376
(c) Auditors remuneration
i. As Auditors 30,333 30,333
ii. For Taxation Matters 21,030 19,854
iii. Out of Pocket Expenses 11,030 11,030
92,500 86,447

SCHEDULE I : EARNINGS PER SHARE (BASIC & DILUTED)

Profit after tax 3,886,270 4,254,550


Number of Equity Shares 604,000 604,000
Basic earnings per share 6.43 7.04

37
KTC Hotels Limited

Notes to the Balance Sheet and Profit and Loss Account


SCHEDULE J:
1. Accounting Policies:
a) General :
These accounts are prepared under the historical cost using accrual method of accounting.
b) Depreciation:
Depreciation has been provided under the straight-line method at rates specified in Schedule XIV of the
Companies Act, 1956.
c) Fixed Assets:
Fixed assets are stated at cost less accumulated depreciation charged.
d) Taxes on Income:
Provision for current tax is made in accordance with the provisions of the Income Tax Act, 1961. Deferred
tax on account of timing difference between taxable and accounting income is recognised, considering the
tax rates and tax laws enacted or substantively enacted by Balance Sheet date.

2. Contingent Liabilities: NIL (Previous Year Rs. Nil)

3. The following are the significant transactions with related parties

Name of Related Party Relationship Nature of transaction 2009-2010 2008-09


Indian Hotels Company Ltd Holding Company License fee 53,92,094 52,86,380
Indian Hotels Company Ltd. Holding Company Advance (repaid in current year) - 41,00,000
Taj Safaris Ltd. Jointly held company Advance (made and repaid) 41,00,000 -
of Holding company

4. i) Deferred Tax Liability (Net) as on 31st March, 2010 comprise the following:
Rs in Lakhs
Timing difference on account of : 2009-10 2008-09
Deferred Tax Liability in excess of Net Value over IT Written Rs. 79.97 Rs. 80.06
Down Value on Fixed Assets
Deferred Tax Assets- unabsorbed depreciation allowance carried Nil Nil
forward
Net Deferred Tax Liability Rs.79.97 Rs. 80.06

5. There are no Micro and Small Enterprises, to whom the Company owes dues, which are outstanding as at 31-03-
2010. This information as required to be disclosed under the Micro, Small and Medium Enterprises Development
Act, 2006 has been determined to the extent such parties have been identified on the basis of information available
with the company. This has been relied upon by the auditors.

38
Subsidiaries Accounts 2009-2010

Notes to the Balance Sheet and Profit and Loss Account (Contd.)
6. This statement does not contain disclosures under Part II of Schedule VI of the Companies Act 1956, since there
is no additional information.
7. The figures of the previous years have been regrouped wherever found necessary in order to conform to current
year’s classification.
8. Figures have been rounded off to the nearest rupee.

As per our report attached For and on behalf of the Board


For Varma & Varma
Chartered Accountants
FRN:004532S
Niyant Maru
S.Raghunandan R. H. Parekh Directors
Partner P. K. Mohankumar
Membership No.23592

Calicut
Date: 27 April, 2010

39
KTC Hotels Limited

PART IV
BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
I Registration Details
Registration No: 4105 State Code 09
Balance Sheet Date : 31/03/2010
II Capital Raised During The Year (Rs. in Thousands)
Public Issue NIL Rights Issue NIL
Bonus Issue NIL Private Placement NIL
III Position of Mobilisation and Employment of Funds
(Amount in Rs. in Thousands)
Total Liabilities 71,951 Total Assets 71,951
Sources of Funds
Paid-Up-Capital 6,040 Reserves & Surplus 22,913
Secured Loans NIL Unsecured Loans 35,000
Deferred Tax Liability 7998
Application of Funds
Net Fixed Assets 35,750 Investments NIL
Net Current Assets 36,201 Misc. Expenditure NIL
Accumulated Losses NIL
IV Performance of The Company (Amount in Rs, in Thousands)
Turnover 5,752 Total Expenditure 744
Profit/Loss Before Tax 5,008 Profit/Loss After Tax 3,886
Earnings Per Share in Rs. 6.43 Dividend NIL
V Generic Names Of Three Principal Products/Services Of Company (As Per Monetary Terms)
Item Code No.
(ITC Code)
Products
Description: Service (Hotelering & Catering)
Item Code No.
(ITC Code)
Products
Description:
Item Code No.
(ITC Code)
Products
Description:
(Signatures for Schedule 'A ' to 'J')
For and on Behalf of Board

Directors

Mumbai
Date:

40
Subsidiaries Accounts 2009-2010

Director and Corporate Information

United Hotels Limited

Board of Directors
Raymond N. Bickson Chairman
Rajinder Kumar Working Director
Virinder Kumar Working Director
Narinder Kumar Working Director
Abhijit Mukerji Director
D. K. Beri Director
Veer Vijay Singh Director

Audit Committee Members


Raymond N. Bickson
Rajinder Kumar
Abhijit Mukerji
Veer Vijay Singh

Company Secretary
Saloni Baweja

Auditors
M/s. R. K. J. K. Khanna & Co.
Chartered Accountants

Bankers
Central Bank of India
Hongkong & Shanghai Banking Corporation
Standard Chartered Bank
HDFC Bank

Registered Office
The Ambassador Hotel
Sujan Singh Park
New Delhi – 110 003

41
United Hotels Limited

DIRECTORS’ REPORT
The Directors hereby present the Annual Report of the Company together with the audited Statements of Account for
the year ended 31st March, 2010.
(in Rs.)
Financial Results Current Year Previous Year
2009-10 2008-09
Total Income 32,94,63,310 36,15,73,918
Total Expenditure 19,69,78,686 19,29,35,783
Profit before Interest & Depreciation 13,24,84,624 16,86,38,135

Less: Depreciation provided for the year 1,54,57,100 1,40,67,834

Profit before Tax and Extraordinary Items 11,70,27,524 15,45,70,301

Net Profit 11,70,27,524 15,45,70,301


Provision for Taxation 4,00,00,000 5,41,58,374
Fringe Benefit Tax - 4,70,861
Wealth Tax 11,886 18,480
Deferred Tax (12,28,888) (2,09,853)
Net Profit after Tax 7,82,44,526 10,01,32,439
Add/(Less) :
(i) Profit brought forward from Previous Year 5,33,82,340 4,28,70,542
Balance available for appropriation 13,16,26,866 14,30,02,981
Appropriation:
(i) Dividend @ 80% i.e Rs. 672.00 lacs, (Previous year dividend @ 80%) 6,72,00,000 6,72,00,000
on 84,00,000 Equity Shares, which, if approved, by the shareholders
at the Annual General Meeting will be paid out of the provision for
Dividend
(ii) Tax on Dividend 1,11,61,080 1,14,20,640
(iii) General Reserves 1,00,00,000 1,10,00,000
(iv) Balance carried forward 4,32,65,787 5,33,82,341
13,16,26,866 14,30,02,981

OPERATIONS
The impact of the global economic slow down continued to adversely impact the business during the first half of the
financial year. However, with the economy showing the signs of recovery in the second half, there was an improvement

42
Subsidiaries Accounts 2009-2010

in business during the second half of the financial year. The Directors hope that with the revival of the economy and
the upcoming Commonwealth Games to be held in Delhi the Company would improve its performance in the current
financial year.

DIVIDEND
In view of the performance of the Company, your Directors are pleased to recommend the payment of a dividend
@ 80% on 84,00,000 Equity Shares of Rs.10/- each amounting to Rs. 672.00 lacs.

DIRECTORS
In accordance with the provisions of Companies Act, 1956 and the Articles of Association of the Company, Mr. D K
Beri, Mr. Virinder Kumar and Mr. Rajinder Kumar Directors of the Company, are liable to retire by rotation and are
eligible for re-appointment.

AUDIT COMMITTEE
Mr. Raymond N Bickson, Mr. Rajinder Kumar, Mr. Abhijit Mukerji and Mr. Veer Vijay Singh are the members of the
Audit Committee.

DIRECTORS’ RESPONSIBILITY STATEMENT


Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Board of Directors, based on the
representations received from the Operating Management, hereby confirms that –
i) In the preparation of the annual accounts, the applicable accounting standards have been followed and that there
are no material departures;
ii) It has, in the selection of the accounting policies, consulted the Statutory Auditors and has applied them
consistently and made judgements 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, 2010 and of the profit of the Company for that period.
iii) It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be
recognized while relying on any system of internal control and records.
iv) They have prepared the annual accounts on a going concern basis.

INFORMATION REQUIRED TO BE GIVEN UNDER SECTION 217(1)(e) OF THE COMPANIES ACT,


1956
The Company has no activity relating to energy conservation or technology absorption as it is a service industry. The
details of Foreign Exchange earnings and outgo are furnished in Notes to Accounts (Refer Item No 6 to 10).

PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT, 1956


The information required under section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of
Employees) Rules 1975 as amended is set out in Annexure forming part of this report.

AUDITORS
M/s. R K J K Khanna & Co., Chartered Accountants, retire and are eligible for re-appointment.

43
United Hotels Limited

ACKNOWLEDGMENT
The Directors record their grateful appreciation of the devoted services rendered by all the employees, which made
possible the results achieved by the Company.
On behalf of the Board of Directors

Rajinder Kumar Veer Vijay Singh


Director Director
Place: New Delhi
Date :12th May, 2010
Regd. Office:
The Ambassador Hotel
Sujan Singh Park
New Delhi 110 003

44
Subsidiaries Accounts 2009-2010

AUDITOR'S REPORT
To the Members of United Hotels Limited
1. We have audited the attached Balance Sheet of United Hotels Limited, New Delhi as at 31st March 2010 and
the related Profit & Loss Account and the Cash Flow Statement for the year ended on that date annexed thereto
which we have signed under reference to this report. These financial statements are the responsibility of the
company's management. Our responsibility is to express an opinion on these financial statements based on our
audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatements. An audit includes examining on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by the management as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003, as amended by the Companies (Auditor's Report)
(Amendment) Order, 2004, issued by the Central Government of India in terms of sub-section (4A) of section
227 of the Companies Act 1956, and on the basis of such checks of the books the records of the company as
we considered appropriate and according to the information and explanations given to us, we enclose in the
Annexure a statement on the matters specified in the paragraphs 4 & 5 of the said Order.
4. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:
(a) We have obtained all the information and explanations which to the best our knowledge and belief were
necessary for the purposes of our audit.
(b) In our opinion proper books of account as required by the law have been kept by the Company, so far as
appears from our examination of these books.
(c) The Balance Sheet, Profit & Loss Account and Cash Flow Statement dealt with by this report are in
agreement with the books of account.
(d) In our opinion, the Balance Sheet, Profit & Loss Account and Cash Flow Statement comply with the
Accounting Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956.
(e) On the basis of written representations received and taken on record by Board of Directors, we report that
none of the directors is disqualified as on 31st March 2010, from being appointed as a director in terms of
clause (g) of sub-section (1) of section 274 of the Companies Act, 1956.
(f) In our opinion and to the best of our information and according to the explanations given to us, the said
accounts read with the notes thereon give the information required by the Companies Act, 1956, in the
manner so required and give a true and fair view.
i) In the case of the Balance Sheet, of the state of the affairs of the Company for the year ended 31st
March, 2010;
ii) In the case of Profit & Loss Account, of the profit of the Company for the year ended on that date;
and
iii) In the case of Cash Flow Statement, of the cash flows of the Company for the year ended on that
date.
For R.K.J.K. Khanna & Co.,

Chartered Accountants

Vipin Bali
Partner
Place : New Delhi M.No. 083436
Date : 12 May 2010 F.R.N. 000033N

45
United Hotels Limited

Annexure to the Auditors' Report


Referred to in the paragraph 3 of our report of even date:

1. a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of the fixed assets.
b) As certified by the management, physical verification of the fixed assets was undertaken during the year
and no material discrepancies were noticed on such verification.
c) The Company during the year has not disposed off substantial part of the fixed assets, affecting its going
concern status.
2. a) As certified by the management, physical verification has been conducted during the period at reasonable
intervals in respect of stores of provisions and spare parts.
b) In our opinion and according to the informations and explanations given to us, the procedures of physical
verification of stocks followed by the management are reasonable and adequate in relation to size of the
Company and nature of business.
c) The Company is maintaining proper records of inventories and as per information and according to
explanations given to us, discrepancies noticed on physical verification of stocks as compared to book
records were not material and the same have been properly dealt with in books of account.
3. a) The Company has granted unsecured loans to companies covered in the register maintained u/s 301 of the
Act aggregating Rs. 1210 lakh to four parties during the year. At the year end, the outstanding balances of
such loans granted aggregated Rs. 710 lakh (number of parties - three) and the maximum amount involved
during the year was Rs. 710 lakh (number of parties - three). As per the information and explanations given
to us and the records examined, in our opinion, the rate of interest and other terms and conditions of such
loans are, prima facie, not prejudicial to the interests of the Company. The receipts of principal amounts
and interest have been regular as per stipulations.
b) The Company has not taken any loans, secured or unsecured from companies, firms or other parties covered
in the register maintained u/s 301 of the Act.
4. In our opinion and according to the information and explanations given to us, there are adequate internal control
procedures commensurate with the size of the company and the nature of its business for purchase of inventories,
fixed assets and for sale of goods and services. Further, on the basis of our examination of the books and records
of the Company and according to the information and explanations given to us, we have neither come across
nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal control
system.
5. a) According to information & explanations given to us and as per records produced before us, the transactions
required to be entered into a register in pursuance of Section 301 of the Act, have been so entered.
b) According to information and explanations given to us, the transactions of purchase / sale of goods, material
and services in pursuance of contracts with parties covered in register under section 301 of the Companies
Act, 1956, have been made at prices which are reasonable having regards to prevailing price at the relevant
time.
6. According the information and explanations given to us, the Company has not accepted any deposit from the
public during the year under consideration.
7. In our opinion, the Company has an internal audit system commensurate with the size and nature of its business.

46
Subsidiaries Accounts 2009-2010

8. The Company is not required to maintain cost records under section 209(1)(d) of the Companies Act, 1956.
9. a) According to information and explanations given to us and as per records produced before us for verification,
the Company is regular in depositing statutory dues including provident fund, employees' state insurance,
salex tax, income tax, service tax, wealth tax, custom duty and any other statutory dues. As per information
and explanations given to us, no undisputed statutory dues are outstanding as at 31 March 2010, for a
period exceeding six months from the date they became payable.
b) As per information and explanations furnished to us and on verification of records produced before us, we
report that the company has no pending demands against it in respect of disputed statutory liabilities, except
in case of Income Tax matters, details are given below:

Assessment year Amount involved Rs. Forum where dispute is pending


1995-1996 To 99-00 19,61,797 High Court, New Delhi
2000-2001 44,75,303 High Court, New Delhi
2010-2002 Regular Asst. 47,29,719 CIT (A).
2002-2003 25,17,225 High Court, New Delhi
2003-2004 26,58,324 High Court, New Delhi
2004-2005 23,71,321 High Court, New Delhi
2005-2006 13,67,071 High Court, New Delhi
2005-2006 1,48,200 CIT (A).
2006-2007 1,36,323 CIT (A).
Total 2,03,65,283
The above demands are covered by deposits / refunds amounting by Rs. 268.69 lac.

10. The Company has been consistently making profit hence clause (x) of paragraph 4 is not applicable to the
Company.
11. In our opinion and on verification of records we report that the Company has not taken any loan from a financial
institution or bank and has not issued any debentures.
12. In our opinion and according to explanations given to us and as per verification of records furnished to us, the
Company has not granted any loan or advance on the basis of security by way of pledge of shares, debentures
and other securities.
13. In our opinion the provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies
are not applicable to the Company.
14. The Company is not dealing or trading in shares, securities, debentures and other investments.
15. As per information and explanations given to us, the Company has not given any guarantee for loans taken by
others from banks / financial institutions during the year.
16. The Company has not taken any term loan during the year.
17. In our opinion and according to the explanations given to us, the Company during the period under consideration
has not raised any funds on short term basis.

47
United Hotels Limited

18. The Company has not made by preferential allotment of shares to parties covered under section 301 of the
Companies Act, 1956.
19. The Company during the year has not issued any debentures.
20. The Company during the year has not raised any money by issue of shares.
21. During the year the Company received an anonymous reference for some irregularity in execution of an electrical
contract, which, prima-facie, appeared to be worth examining further and was sought to be inquired into by the
management. Based on a preliminary report, the management was of the view that the financial impact of the
irregularly was not likely to be material, having been prima-facie worked out at Rs. 5.87 lakhs.

For R.K.J.K. Khanna & Co.,


Chartered Accountants

Vipin Bali
Partner
Place : New Delhi M.No. 083436
Date : 12 May 2010 F.R.N. 000033N

48
Subsidiaries Accounts 2009-2010

Balance Sheet as at 31st March, 2010


Amount (Rs.)
Schedule As at As at
No. March 31, 2010 March 31, 2009
SOURCES OF FUNDS
Shareholders' Funds
(a) Share Capital 1 84,005,750 84,005,750
(b) Reserves and Surplus 2 164,581,160 164,697,714
Total Funds Employed 248,586,910 248,703,464
APPLICATION OF FUNDS
Fixed Assets 3
(a) Gross Block 149,360,220 145,178,460
(b) Depreciation / Amortisation 95,382,570 90,015,391
(c) Net Block 53,977,650 55,163,069
(d) Capital Work in Progress 2,544,802 5,806,809
(e) Total Assets 56,522,452 60,969,878
Deferred Tax Asset 4,930,493 3,701,605
Investments 4 62,599,450 62,599,450
Current Assets, Loans and Advances 5
(a) Inventories 3,110,885 2,868,842
(b) Sundry Debtors 9,367,922 6,060,238
(c) Cash and Bank Balances 68,891,399 158,260,607
(d) Loans and Advances 210,466,151 127,875,716
Total Current Assets 291,836,357 295,065,403
Less : Current Liabilities and Provisions 6
(a) Current Liabilities 47,006,394 38,320,575
(b) Provisions 120,295,448 135,312,297
Total Current Liabilities 167,301,842 173,632,872
Net Current Assets 124,534,515 121,432,531
Miscellaneous Expenditure (To the extent not written - -
off or adjusted)
Total Assets 248,586,910 248,703,464
Significant Accounting Policies 10
Notes to Accounts 11
Schedules 1 to 6 form an integral part of the Balance Sheet

As per our report of even date attached For and on behalf of the Board

For R. K. J. K. KHANNA & CO Rajinder Kumar


Directors
Veer Vijay Singh
Vipin Bali Saloni Baweja
Partner Company Secretary
New Delhi
12 May 2010

49
United Hotels Limited

Profit and Loss Account for the Year ended 31st March, 2010
Amount (Rs.)
Schedule As at March As at March
No. 31, 2010 31, 2009

INCOME
1. Rooms, Restaurants, Banquets 7 318,434,262 349,121,230
2. Other Income 8 11,029,048 12,452,688
329,463,310 361,573,918
OPERATING AND GENERAL EXPENSES 9
1. Food and Beverages Consumed 22,184,090 20,615,855
2. Employee Cost 57,328,688 57,085,484
3. Operating Expenses 35,936,327 39,951,892
4. Administration and General Expenses 81,529,581 75,282,552
196,978,686 192,935,783
5. PROFIT BEFORE DEPRECIATION, INTEREST AND TAX 132,484,624 168,638,135
6. Depreciation / Amortisation 15,457,100 14,067,834

PROFIT FOR THE YEAR BEFORE EXCEPTIONAL ITEMS AND TAX 117,027,524 154,570,301
7. Provision for Diminition in Value of Investment - -
PROFIT BEFORE TAX 117,027,524 154,570,301
8. Provision for Taxes
(a) Current Tax 40,000,000 54,100,000
(b) Fringe Benefit Tax - 470,861
(c) Deferred Tax (1,228,888) (209,853)
(d) Wealth Tax 11,886 18,480
(e) Short / (Excess) Provision for tax of earlier years - 58,374
38,782,998 54,437,862
PROFIT AFTER TAX 78,244,526 100,132,439
9. Balance brought forward from Previous Year 53,382,341 42,870,542
10. Transferred from Investment Allowance Utilised Reserve - -
11. Transferred from Foreign Exchange Utilised Reserve - -
12. Amount available for appropriation 131,626,867 143,002,981
13. APPROPRIATIONS :
(a) Interim Dividend - -
(b) Tax on Interim Dividend - -
(c) Proposed Dividend 67,200,000 67,200,000
(d) Tax on Proposed Dividend 11,161,080 11,420,640
(e) Transfer to General Reserve 10,000,000 11,000,000
(f) Balance carried forward 43,265,787 53,382,341
131,626,867 143,002,981
14. Significant Accounting Policies 10
15. Notes to Accounts 11
16. Basic and Diluted Earnings per Share
(Refer Note 17 of Schedule " 11 ")
Schedules 7 to 9 form an integral part of the Profit and Loss Account.

As per our report of even date attached For and on behalf of the Board

For R. K. J. K. KHANNA & CO Rajinder Kumar


Directors
Veer Vijay Singh
Vipin Bali Saloni Baweja
Partner Company Secretary
New Delhi
12 May 2010

50
Subsidiaries Accounts 2009-2010

Cash Flow Statement As on 31st March, 2010


Amount (Rs. in Lakhs)
As at As at
31st March,2010 31st March,2009
A. Cash Flow From Operating Activities
Net Profit before Tax and Extraordinary items 1,170.28 1,545.70
Adjustment for :
Depreciation 154.57 140.68
Surplus Sale of Investments - -
Surplus on Sales of Assets - -
Ammortisation of Misc Expenditure - -
Interest & Dividend (Net) (86.25) (90.72)
Provision for doubtful debts 5.02 0.30
Operating Profit before working capital changes 1,243.62 1,595.96
Adjustments for :
Trade and other Receivables (858.98) 163.67
Inventories (2.42) 4.86
Trade Payable 84.99 (60.71)
Cash Generated from Operations 467.21 1,703.78
Direct Taxes Paid (516.99) (667.82)
Cash flow before Extraordinary Items (49.78) 1,035.96
Extraordinary Items / Payments - -
Net Cash from Operating Activities (A) (49.78) 1,035.96
B. Cash Flow from Investing Activities
Purchase of Fixed Assets (145.72) (279.96)
Sale of Fixed Assets 1.76 7.04
ICDs placed (960.00) -
Sale of Investments - -
Misc expenditure incurred during the year - -
Proceeds from Investments in FDRs 960.00 -
Interest Received 85.63 109.22
Dividend Received 0.62 0.98
Deposits with other Companies - -
Loans to subsidiaries - -
Net cash From Investing Activities (B) (57.70) (162.72)
C. Cash Flow from Finance Activities
Debenture issue costs - -
Interest Paid - -
Proceeds from long term & short term borrowings -
Dividends Paid (including tax on dividends) (786.21) (982.76)
Net Cash used in Finance Activities (C) (786.21) (982.76)
Net increase in cash & cash equivalents (A+B+C) (893.69) (109.52)
Cash & cash equivalents opening 1st April 1,582.60 1,692.13
Cash & cash equivalents closing 31st March 688.91 1,582.60

Note : Cash and cash equivalents include balances in foreign currencies Rs.nil (Previous Year Rs. Nil)

51
United Hotels Limited

Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Schedule 1 : SHARE CAPITAL Amount (Rs.)
As at As at
March 31, 2010 March 31, 2009
AUTHORISED
1,00,00,000 Equity Shares of Rs. 10/- each 100,000,000 100,000,000
(Previous Year 1,00,00,000 Equity shares of Rs. 10/- each)
100,000,000 100,000,000
ISSUED
84,03,750 Fully Paid-Up Equity Shares of Rs. 10/- each
(Previous Year 84,03,750 of Rs.10/- each) 84,037,500 84,037,500
SUBSCRIBED AND PAID UP
84,00,000 Equity Shares of Rs. 10/- each 84,000,000 84,000,000
(Previous Year 84,00,000 Equity shares of Rs.10/- each)
Out of these 83,00,000 Equity Shares (Previous Year 83,00,000
Equity Shares) were issued as fully paid Bonus Shares
Add : Forfeited Shares 5,750 5,750
TOTAL 84,005,750 84,005,750

Note: Out of the above 21,01,680 equity Shares (P.Y. 21,01,680 Equity Shares) are held by Taj Investment and
Finance Co. Limited ( Subsidiary of The Indian Hotels Co. Ltd.) and 25,18,320 equity shares are held by The Indian
Hotels Co. Ltd ( P.Y. 25,18,320 Equity Shares)

Schedule 2 : RESERVES AND SURPLUS Amount (Rs.)


As at As at
March 31, 2010 March 31, 2009
1. Profit and Loss Account
Balance carried forward 43,265,787 53,382,341

2. CAPITAL RESERVE
(a) Balance as per last Account 1,140,845 1,140,845

3. GENERAL RESERVE
(a) Balance as per last Account 68,781,028 57,781,028
Add : Transferred from P&L Account 10,000,000 11,000,000
78,781,028 68,781,028
4. FOREIGN EXCHANGE EARNINGS UTILISED RESERVE
(a) Balance as per last Account 41,393,500 41,393,500
Add : Transfer from Exchange Reserve Account - -
41,393,500 41,393,500
TOTAL 164,581,160 164,697,714

52
Subsidiaries Accounts 2009-2010

Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Schedule 3 : FIXED ASSETS
Amount (Rs.)
Gross Block Depreciation Net Block
Fixed Assets As at Additions Deductions / As at As at Rate For the Deductions / As at As at As at
(At cost) 01.04.2009 Adjustments 31.03.2010 01.04.2009 % Year Adjustments 31.03.2010 31.03.2010 31.03.2009
Plant and Machinery - - - - - - - - - - -
Airconditioning 28,638,841 379,799 866,100 28,152,540 12,947,544 14 2,189,556 791,261 14,345,840 13,806,700 15,691,297
Data Processing 14,585,331 2,216,711 3,120,685 13,681,357 11,069,419 40 1,962,968 3,061,453 9,970,934 3,710,423 3,515,912
Plant and Machinery 76,848,241 8,591,873 6,185,436 79,254,678 52,875,980 28 8,048,784 6,020,200 54,904,565 24,350,113 23,972,261
Solar Water Heater 1,829,757 - - 1,829,757 552,206 28 355,415 - 907,620 922,137 1,277,551
Furniture, Fixtures 17,855,112 3,383,469 217,871 21,020,710 8,961,055 26 2,431,252 217,006 11,175,300 9,845,410 8,894,057
and Office Equipments
Vehicles 5,421,178 - - 5,421,178 3,609,187 26 469,125 - 4,078,311 1,342,867 1,811,991
Total 145,178,460 14,571,852 10,390,092 149,360,220 90,015,391 - 15,457,100 10,089,920 95,382,570 53,977,650 55,163,069
128,145,674 23,742,711 6,709,925 145,178,460 81,114,158 14,067,834 5,166,602 90,015,391 55,163,069 47,031,516
Capital Work in Progress 5,806,809 - 3,262,007 2,544,802 - - - - - 2,544,802 5,806,809
1,677,136 4,253,715 124,042 5,806,809 - - - - - 5,806,809 -
Total Fixed Assets 150,985,269 14,571,852 13,652,099 151,905,022 90,015,391 15,457,100 10,089,920 95,382,570 56,522,452 60,969,878
Note : Figures in Italics are in respect of previous year

53
United Hotels Limited

Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Schedule 4 : INVESTMENTS Amount (Rs.)
As at As at
March 31, 2010 March 31, 2009
Long Term Trade Investments at Cost
1. In Shares of Companies
(a) Quoted Equity Shares
G.L. Hotels Limited 4,500 4,500
900 Equity Shares of Rs. 10/- each fully paid up
( Previous Year 900 Equity Shares)
The Indian Hotels Co. Ltd. 73,950 73,950
50,900 Equity Shares of Rs. 10/- each fully paid up
( Previous Year 50,900 Equity Shares)
78,450 78,450

(b) Unquoted Equity Shares


Taj Air Limited. (Megapode ) 62,500,000 62,500,000
6,250,000 Equity Shares of Rs. 10/- each fully paid up
( Previous Year 6,250,000 Equity Shares of Rs.10/- each)
62,500,000 62,500,000
Sub Total '1' 62,578,450 62,578,450
62,578,450 62,578,450

2. In Partnership firm
(a) Hakman's Hotel (A firm in which Company is a Partner) 21,000 21,000
Sub Total '2' 21,000 21,000
Total 62,599,450 62,599,450
Less : Provision for Diminution in value of Investments -
Total 62,599,450 62,599,450

Notes
1 Aggregate of Quoted Investments Cost 78,450 78,450
The Indian Hotels Co. Ltd. Market Value 5,204,525 2,005,460
2 Aggregate of Un - Quoted Investments Cost 62,500,000 62,500,000

54
Subsidiaries Accounts 2009-2010

Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Schedule 5 : Current Assets, Loans and Advances Amount (Rs.)
As at As at
March 31, 2010 March 31, 2009
A. CURRENT ASSETS
1. Inventories
Stores and Operating Supplies 685,645 584,250
Food & Beverages 2,425,240 2,284,592
[including Goods in Transit Rs. Nil - 3,110,885 2,868,842
(Previous Year Rs.Nil)]
2. Sundry Debtors (Unsecured)
(a) Debts outstanding for a period exceeding over six months
Considered Good 2,519,184 257,450
Considered Doubtful 2,683,415 12,359,608
(b) Other Debts
Considered Good 6,848,738 5,802,788
Considered Doubtful - -
12,051,337 18,419,846
(c) Less : Provision for Doubtful Debts 2,683,415 12,359,608
9,367,922 6,060,238
3. Cash and Bank Balances
(a) Cash on hand 244,114 302,214
(b) Cheques on hand - -
(c) Balances with Scheduled Banks
(i) in Current Accounts 14,647,285 7,958,393
(ii) In Short term Deposit Accounts 54,000,000 150,000,000
68,891,399 158,260,607
B. LOANS AND ADVANCES (Unsecured)
Advances recoverable in cash or in kind or for value to be
1.
received
- Considered Good 23,169,182 24,167,538
2. Deposits with Public Bodies and Others 1,659,880 1,415,256
3. Deposits with companies
-Inter Corporate deposits 96,000,000 -
-On Current Account 1,663,006 3,068,569
(Refer Annexure 2 of Schedule "11")
4. Other Advances 87,974,083 99,224,353
TOTAL 291,836,357 295,065,403

55
United Hotels Limited

Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Schedule 6 : Current Liabilities and Provisions Amount (Rs.)
As at As at
March 31, 2010 March 31, 2009
A. Current Liabilities
1. Sundry Creditors
Includes Rs - 62,27,102 Due to
Directors ( Previous Year Rs. 66,84,898) 32,947,965 22,589,050
2. Other Liabilities 9,444,063 11,318,231
3. Advances from Customers 4,614,366 4,413,294
47,006,394 38,320,575
B. Provisions
1. Leave Encashment 1,934,368 2,120,796
2. Taxes 40,000,000 54,570,861
3. Proposed Dividend 67,200,000 67,200,000
4. Tax on Dividend 11,161,080 11,420,640
TOTAL 167,301,842 173,632,872

Schedule 7 : Income( Rooms, Restaurant, Banquets and other Services)


Amount (Rs.)
As at As at
March 31, 2010 March 31, 2009

A. Rooms, Restaurants, Banquets 318,434,262 349,121,230


[Including Sale of Food and Beverages - Rs. 1104.76 Lac]
[Previous Year - Rs. 1024.53 Lac]
TOTAL 318,434,262 349,121,230

Schedule 8 : Other Income


Other Income
1. Income from Investments (Gross)
(a) Dividend 62,160 98,060
2. Income - Shops and Showcase 2,403,615 978,145
3. Exchange Gain (Net) - 454,982
4. Interest Received
(a) From Bank - (TDS of Rs. 12.86 Lac (PY Rs. 20.03 Lac)) 6,425,671 9,885,337

(b) ICD's - (TDS of Rs. 2.14 Lac (PY Rs. 2.35 Lac)) 2,137,602 1,036,164
TOTAL 11,029,048 12,452,688

56
Subsidiaries Accounts 2009-2010

Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Schedule 9 : Operating and General Expenses Amount (Rs.)
Amount As at March As at March
(Rs.) 31, 2010 31, 2009
A. Operating Expenses
(1) Food and Beverages Consumed
i) Opening Stock 2,284,591 2,602,698
ii) Add : Purchases 22,324,739 20,297,748
24,609,330 22,900,446
iii) Less: Closing Stock 2,425,240 2,284,591
22,184,090 20,615,855
(2) Payments to and Provisions for Employees / Workmen
i) Salaries, Wages, Bonus, etc. 27,010,061 26,255,906
ii) Payment to Contractors 5,987,290 4,867,223
iii) Company's contribution to Provident & Other
2,273,250 2,378,878
Funds
iv) Gratuity 369,859 45,017
v) Workmen and Staff Welfare Expenses 9,853,325 11,829,286
vi) Reimbursement of Expenses on Personnel deputed to the Company 11,834,903 11,709,175
57,328,688 57,085,485
(3) Other Operating Expenses
i) Linen and Room Supplies 5,089,947 3,004,944
ii) Catering Supplies 2,619,719 2,472,399
iii) Other Supplies 174,516 151,553
iv) Fuel, Power and Light 14,131,992 14,510,347
v) Repairs to Buildings 3,364,648 5,842,496
vi) Repairs to Machinery 5,215,630 8,867,302
vii) Other Repairs 1,351,299 1,050,626
viii) Payments to performing artists 1,018,090 935,200
ix) Linen Washing and Laundry Expenses 2,970,486 3,117,025
35,936,327 39,951,892
B. Administration and Other Expenses
1. Rent 1,568,212 1,408,132
2. Rates and Taxes 4,970,371 5,188,415
3. Insurance 1,126,379 704,956
4. Advertising and Publicity 7,891,888 7,591,666
5. Technical Consultancy and Advisory Service Charges 16,148,278 17,769,198
6. Reservation and Information System Expenses 6,459,313 7,107,680
7. Collecting Agents Commission 3,512,623 3,826,356
8. Travel Agents Commission 2,110,259 2,876,974
9. Loss on Assets Sold / Discarded (Net) 123,952 839,148
10. Foreign Exchange Loss (Net) 330,869 -
11. Printing and Stationary 1,406,540 1,392,068
12. Passage and Travelling 748,359 1,286,766
13. Compensation to SSPL 10,200,000 10,200,000
14. Bad Debts written off 10,178,540
Less: provided in earlier years (10,178,540)
15. Provision for Doubtful Debts 502,347 29,608
16. Commisison to Directors 2,881,204 5,346,171
17. Annual Entitlement Fees 8,541,260 1,005,837
18. Security Charges 3,705,290 955,864
19. Auditor Remuneration 82,500 82,500
Payment for Other Services 16,545 28,090
Tax Audit Fee 17,500 17,500
20. Other Expenses 9,185,892 - 7,625,622
81,529,581 75,282,551
TOTAL 196,978,686 192,935,783

57
United Hotels Limited

Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Schedule 10 : Significant Accounting Policies.

ACCOUNTING POLICIES
The financial statements are prepared under historical cost convention on accrual basis and comply with the Accounting
Standards(AS) notified by the Companies (Accounting Standards) Rules, 2006. Significant accounting policies adopted
in the presentation of the Accounts are as under :
Sales
Sales comprises of sale of rooms, food and beverage and allied services relating to hotel business, including net
income from telecommunication services.
Revenue is recognised on rendering of service.
Employees Benefits
Gratuity & Provident Fund
Staff benefits arising out of retirement /death, comprising contributions to Provident Fund & Gratuity Schemes
are accounted for on the basis of contribution to the schemes, or on the basis of independent acturial valuation as at
the year end, as the case may be.
Privilege Leave
Earned leaves are accounted on the basis of actuarial valuation carried out at the balance sheet date.
Fixed Assets
All fixed assets are valued at cost less depreciation.
Depreciation
Depreciation on fixed assets is provided on the written down value method at the rates prescribed in Schedule XIV of
the Companies Act, 1956. For assets sold during the year, no depreciation is charged.
Inventories
Stock of food and beverages and operating supplies are carried at cost (computed on a weighted average basis) or net
realisable value, whichever is lower
Investments
i) Long term Investments are carried at cost. However, provision is made for diminution in value, other than
temporary, on an individual basis.
ii) Current investments are carried at the lower of cost and fair value determind on a category -wise basis.
Transactions in Foreign Exchange
Transactions in foreign currencies are recorded at the exchange rate prevailing on the date of the transactions.
Monetary items denominated in foreign currency and outstanding at the Balance Sheet date are translated at the
exchange rate prevailing at the year end.
Non-monetary items denominated in a foreign currency are carried at the exchange rate in force at the date of the
transaction. Exchange differences arising on foreign currency transactions are recognised as income or expenses in
the period in which they arise.

58
Subsidiaries Accounts 2009-2010

Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Taxes on Income
Income Tax is computed in accordance with Accounting Standard 22 - 'Accounting for Taxes on Income' (AS- 22),
notified by the Companies ( Accounting Standards) Rules, 2006. Tax Expense are accounted in the same period to
which the revenue and expense relate.
Provision for current income tax is made for the tax liability payable on income after considering tax allowances,
deductions and exemptions determined in accordance with the prevailing tax laws. The difference between the taxable
income and the net profit before tax for the year as per the financial statements are identified and the tax effect of timing
differences is recognised as a deferred tax asset or deferred tax liability. The tax effect is calculated on accumulated
timing differences at the end of the accounting year, based on effective tax rates substantively enacted by the balance
sheet date.
1. INVESTMENT IN THE CAPITAL OF PARTNERSHIP FIRM (Pending Reconciliation)
a) Name of the Firm Hakman's Hotel, Mussoorie
b) Name of the Partners (i) M/s United Hotels Ltd
(ii) Mr Nirmal Singh Hoon
(As on 30.09.81)
c) Capital Contribution in the firm (In Rs.)
M/s United Hotels Ltd 21,000.00
Mr Nirmal Singh Hoon 84,000.00
Total 105,000.00
d) Profit Sharing Ratio 20:80
e) The partnership is under dissolution since 1981 and litigation pertaining to the same is pending before
the Delhi High Court.
f) The Profit / Loss from Hakman's Hotel, Mussoorie (a firm in which the company is a Partner) from the year
ended 30th September 1982 to 31st March, 2010 have not been accounted in the absence of availability of
their final accounts.
2. CONTINGENT LIABILITIES
a) Claims against the company not acknowledged as debts are :
Current Year Previous Year
Amount (Rs.) Amount (Rs.)
NDMC - House Tax - 2,57,28,560
Income tax of earlier years 20,365,283 5,14,90,749
(after taking effect of appeals demanded in favour of the company)
Surety with Sales Tax Authority. 9,32,464 7,50,000
Income Tax Liability is covered by deposits/refunds pending amounting to Rs 268.69 lac.
3. Employees Benefits
(a) The Company has taken group gratuity scheme with Life Insurance Corporation (LIC Ultimate (94-96) ) and
annual contributions are made to the fund administrated by Life Insurance Corporation. Every employee
is entitled to the benefit equivalent to fifteen days salary last drawn for each completed year of service
depending on the date of joining. The same is payable on termination of service or retirement, whichever
is earlier. The benefit vests after five years of continuous service.

59
United Hotels Limited

Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
Relevant information is disclosed below: Rs. in Lakhs
As at As at
March 31, 2010 March 31, 2009
Gratuity Gratuity
(Funded) (Funded)
Reconciliation of opening and closing
balances on the present value of the
defined benefit obligation
Obligation at period beginning 46.60 50.96
Current service cost 3.22 3.97
Interest cost 3.73 4.08
Actuarial (gain)/loss due to change in
assumptions 5.92 (5.26)
Benefits paid 4.93 (7.16)
Obligation at period end 54.54 46.60
Change in plan assets
Plan Assets at period beginning, at fair value 53.45 56.23
Expected return on plan assets 4.71 4.38
Actuarial gain/(loss) - -
Contribution by Employer 4.43 -
Benefit paid 4.93 (7.16)
Plan Assets at period end, at fair value 57.66 53.45
Table showing fair value of plan assets
Fair value of plan assets at the beginning of year 53.45 56.23
Actual return on plan assets 4.71 4.38
Contributions 4.43 0.00
Benefit Paid 4.93 -7.16
Fair value of plan assets at the end of year 57.66 53.45
Funded status 3.11 6.85
Excess of Actual over estimated return on - -
plan assets
(Actual rate of return=Estimated rate of
return as ARD falls on 31st March
Expense for the year
Current service cost 3.22 3.97
Interest cost 3.73 4.08
Expected return on plan assets 4.71 (4.38)
Net Actuarial (gain)/Loss recognized in the
year 5.92 (5.26)
Net cost 8.17 (1.59)
Assumptions
Discount rate 8% 8%
Salary Escalation 3% 3%

In view of the fact that the plan value of assets exceeds the obligations as at 31.03.2010, no provision for gratuity is
considered necessary.

60
Subsidiaries Accounts 2009-2010

Schedules Annexed to and Forming Part of Accounts for the period ended 31st March, 2010
As at As at
(b) Leave Encashment
31 March 2010 31 March 2009
(In Rupees) (In Rupees)
Liability as per Actuarial Valuation 1,739,158 1,687,870
Provision in Books 1,934,367 2,120,796

4. Purchase cost of Food and Beverage is after adjusting Rs 2.80 Lac (Previous year Rs. 0.98 Lac) on account of
sale of empties etc.
5. DIRECTORS REMUNERATION
Current Year Previous Year
(Rs. in lac) (Rs. in lac)
a) Salaries, HRA, LTA,Medical 46.76 37.32
b) Bonus - -
c) Contribution to Provident Fund 3.31 3.12
d) Commission to Directors
- Payable for the year (Disbursement subject to Approval) (Annexure 1) 62.27 66.85
- Less: Commission provided in previous year not payable & reversed 33.46 13.38
- Commission debited to P & L A/c 28.81 53.47

6. C.I.F. VALUE OF IMPORTS DURING THE YEAR (Rs. in lac) (Rs. in lac)
Raw Materials NIL NIL
Components & Spare Parts (Glassware, Crockery) 1.84 3.47
Capital Goods 14.09 32.58

7. Expense in foreign currency (Rs. in lac) (Rs. in lac)


Travelling NIL NIL
Others 1.94 9.07

8. Value of raw materials (F&B) consumed (In Rs.) (In Rs.)


Indigenous 22,184,090 20,615,855
Imported NIL NIL

61
United Hotels Limited

Schedule Annexed to and forming part of accounts for year ended 31st March, 2010

9. Remittance in foreign currency during the period NIL NIL

(In Rs.) (In Rs.)


10. Earnings in foreign currency (As reported by the 126,307,837 146,755,091
Company to the Department of Tourism, Government of India)

11. Estimated amount of contracts remain to be executed on the capital account and not provided for Rs. 63.93 lac
(Previous Year. 61.40 Lac)

12. The Company has been granted exemption up to 31.03.2010 from giving quantitative details under Part II of
Schedule VI of the Company Act, 1956 vide order No. 46/9/2008-CL-III dt 14th May, 2008 of the Department
of Company Affairs.

13. The Company has written to its suppliers requesting them status as micro, small, or medium enterprise. However
none of the suppliers has informed the Company that they are Micro, Small or Medium Enterprises. Hence,
information regarding dues to such Enterprises could not be furnished.

14. In the opinion of management, current assets, loans & advances have a value on realization in the normal course
of business at least equal to the amount at which they are stated in the balance sheet.

15. Pursuant to AS-22 on Accounting for Taxes on Income issued by the Institute of Chartered Accountants of
India, the Company has recognized an amount of Rs. 49.30 lac as Deferred Tax Assets as on 31.03.2010
(P.Y Rs. 37.02 lac) on account of timing differences. The Deferred Tax Assets comprise:

Current Year Previous Year


(Rs. in Lac) (Rs. in Lac)
Depreciation 41.02 29.71
Earned Leave provision 6.57 7.21
Gratuity provision Nil Nil
Provision for bad debts 1.71 0.10

16. Disclosure as required by AS -29 regarding movement in provisions :


(Amount Rs. in Lac)
Particulars Opening Less : Amt. Add : Amt. Closing
Balance utilized Provided Balance
A) Bonus 36.23 36.23 35.97 35.97
B) Leave Encashment 21.20 1.86 - 19.34
C ) Gratuity - -
The Company's contribution to the Employees Gratuity Fund up to 31st March 2010 adequately covers the
liability for Gratuity of employees as determined by the Life Insurance Corporation of India as on that date &
the liability as on 31.03.2010 is NIL.

62
Subsidiaries Accounts 2009-2010

Schedule Annexed to and forming part of accounts for year ended 31st March, 2010

17. EARNINGS PER SHARE (EPS) :


Particulars Current Year Previous Year
Profit after tax - ( Rs. Lac) 78,244,526 100,132,439
No of Equity Shares - Basic 8,400,000 8,400,000
No of Equity Shares - Diluted NIL NIL
Earnings Per Share - Basic / Diluted ( In Rupees) 9.31 11.92

18. Auditors Remuneration Current year Previous year


(In Rs.) (In Rs.)
i) Audit Fee 82,500 82,500
ii) Tax Audit Fee 17,500 17,500
iii) Other Services 16,545 28,090

19. Debtors include amounts aggregating to Rs.26.83 lac (P.Y. Rs.123.60 Lac) which are doubtful in nature. Out of
the same Rs.19.11 lac are sub-judice, for which the Company has filed suits/taken legal steps for recovery.

20. Sundry Debtors include debts due from directors Rs. Nil (Previous Year Rs. NIL) maximum amount outstanding
during the year is Rs. 0.14 Lac (Previous Year 0.72 Lac).

21. A) Debtors considered good in respect of which the Company is fully secured Rs. NIL (Previous Year
RS.NIL)
B) Debtors considered good for which the Company holds no security other than the debtors personal
security Rs. 93.68 lac (Previous Year Rs. 60.60 lac)

22. Pursuant to AS-18 on related party disclosure is part of the Balance Sheet as at 31-03-2010 (Annexure 2)

23. Figures of the previous year have been regrouped / recast wherever necessary.

As per our report of even date attached For and on behalf of the Board

For R. K. J. K. KHANNA & CO Rajinder Kumar


Directors
Veer Vijay Singh
Vipin Bali Saloni Baweja
Partner Company Secretary
New Delhi
12 May 2010

63
United Hotels Limited

Annexure - 1
Computation of Profit U/S 198 and 309 of the Companies Act 1956
As at As at
31st March 2010 31st March,2009
1. Profit as per Profit & Loss Account 117,027,524 154,570,300
2. ADD :
a) Provision for Doubtful debts 502,347 29,608
b) Depreciation as per Account 15,457,100 14,067,834
c) Directors Remuneration 5,007,790 4,044,150
d) Commission to Directors (Provided) 6,227,102 6,684,898
e) Profit / Loss on Sale of Assets 123,952 -
3. Total 144,345,815 179,396,791
4. Less :
a) Depreciation U/S 350 of the Companies Act 1956 15,457,100 14,067,834
b) Profit / Loss on Sale of Assets - 839,148
c) Bad Debts written off during the year 10,178,540 -
118,710,175 164,489,808
5. Profit 118,710,175 164,489,808
6. Managerial Remuneration
a) Commission 1% on the above 1,187,102 1,187,102 1,644,898
b) Commission to Working Directors 5,040,000 5,040,000
6,227,102 6,684,898

* net of Rs. 33,45,898 not distributed and reversed during the year

64
AS-18 RELATED PARTIES DISCLOSURE (Annexure 2)
S. Particulars Description of NATURE OF TRANSACTION Maximum
No. Relationship amount due
ICDs Interest Operating Advt./ Purchase of Sale of Receivable / Dividend Dividend
given on Licence Brand goods & goods & (Due) Received Paid during the
ICDs Fee Exp. cost services services Current A/c year
as at
31.03.2010
1 Indian Hotels Co Share Holder 16,148,278 14,231,698 23,631,219 1,905,797 849,544 61,080 20,146,560 2,091,934

2 Inditravels Pvt Ltd Group Company 927,939 (225,899)

3 Taj Air Limited Investment 8,541,260 (17,825,000)

4 Taj Investment and Finance Co.Ltd. Shareholder

5 Taj SATS Air Catering Limited Group Company 2,002,885 614,673 (287,459) (133,124)
Subsidiaries Accounts 2009-2010

6 Piem Hotels Ltd. Group Company 595,548 29,245 18,747 640,307 50,899,022

7 Root Corporation Ltd. Group Company 16,000,000 680,547 -

8 Residency Food & Beverages Ltd. Group Company 10,000,000 117,466 -

9 Taj Safaris Ltd. Group Company 45,000,000 10,479 -

10 Oriental Hotels Ltd. Group Company 384,591 150,336 324,788

11 Taj GVK Hotels & Resorts Ltd. Group Company 35,097 361,563 20,248 247,614

12 Benaras Hotels Ltd. Group Company (7,000) (7,000)

13 Taj Kerala Hotels & Resorts Ltd. Group Company 1,053,094 152,291 1,401,556

14 New Delhi Hotels Ltd. Shareholder 73,000 2,419,200 6,200

15 Key Management Personnel Wholetime Directors'Remuneration 11,234,892

65
United Hotels Limited

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL


BUSINESS PROFILE
I. REGISTRATION DETAILS

Registration No. 1861 State Code 55


Balance Sheet Date 31/03/2010

II. CAPITAL RAISED DURING THE YEAR (Amount in Rs. Thousands)

Public Issue NIL Right Issue NIL


Bonus Issue NIL Private Placement NIL

III. POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS (Amt. in Rs.Thousand)

Total Liabilities 248587 Total assets 248587

SOURCES OF FUNDS

Paid-up Capital 84006 Reserves & Surplus 164581

APPLICATION OF FUNDS

Net Fixed Assets 53978 Investments 62599


Net Current Assets 124535 Misc Expenditure Nil
Accumulated Losses Nil Deferred Tax 4930

IV. PERFORMANCE OF COMPANY (Amount in Rs. Thousands)

Turnover 329463 Total Expenditure 212436


Profit/Loss before Tax 117028 Profit after Tax 78245
Earning per share in Rs. 9.31 Dividend Rate% 80%

Item Code No.


(ITC Code

Service Description HOTELIERING AND CATERING

66
Subsidiaries Accounts 2009-2010

Directors and Corporate Information

TAJ SATS Air Catering Limited

Board of Directors :
Mr. Raymond Bickson Chairman
Mr. M. S. Kapadia Managing Director
Mr. Anil P. Goel Director
Mr. Karmjit Singh Director
Mr. Tan Chuan Lye Director
Ms. Constance Eng Director
Mr. D. K. Beri Director
Mr. Mohit Gupta General Manager Finance & Company Secretary

Bankers :
State Bank of Patiala
Hongkong & Shanghai Banking Corporation Limited
HDFC Bank
Standard Chartered Bank

Auditors :
Deloitte Haskins & Sells
Chartered Accountants

Registered Office :
Mandlik House
Mandlik Road
Mumbai – 400 001

Corporate Office :
International Airport Approach Road,
Sahar, Andheri (East)
Mumbai – 400 099

67
Taj SATS Air Catering Ltd.

Directors’ Report
To the Members
The Directors are presenting the Ninth Annual Report of the Company together with the Audited Statement of Accounts
for the year ended March 31, 2010.

Financial Results
Rs. ‘000
2009/2010 2008/2009
Income 1,930,644 2,082,711
Operating cost 1,598,569 1,642,922
Gross Operating Profit 332,075 439,789
Less: Depreciation 143,613 134,252
Less: Interest 24,788 25,741
Less: Deferred revenue expenditure Amortized - 5,961
Profit before tax 163,674 273,835
Less: Exceptional Items - -
Profit before tax & exceptional items 163,674 273,835
Provision for tax (Net of tax refund of earlier years) 57,898 95,388
Fringe Benefit Tax - 3,300
Profit after tax 105,776 175,147
Add: Balance brought forward from previous year 656,738 590,798
Balance available for Appropriation 762,514 765,945

APPROPRIATIONS
(i) Interim Dividend - 78,300
(ii) Final Dividend Proposed - -
(iii) Tax on Dividends - 13,307
(iv) Transfer to General Reserve - 17,600
(v) Balance carried forward 762,514 656,738
762,514 765,945
Basic & Diluted Earning Per Share (Rs.) (Face Value = Rs. 10/-) 6.08 10.07

OPERATING RESULTS
During the year 2009-10 was a difficult and challenging year for the Company’s Business in view of global recession
and the customers airlines facing reduction in passengers load factor, cancellation & rationalization of flights leading
to lesser number of off take of meals. Also the increased requirement of working capital as debtors number of days
increased due to delayed payments received from some of the customers.
Your Company has registered decrease in revenue in the previous year (7.30%) Gross Operating Profit has also declined
by (24.49%).

68
Subsidiaries Accounts 2009-2010

Directors’ Report (Contd.)


PROFITS
The Gross Operating Profit of the Company for the year March 31, 2010 amounts to Rs. 3,320 Lakhs as against
Rs. 4,397 Lakhs in the previous year. Depreciation and interest amounted to Rs. 1,436 Lakhs and Rs. 257 Lakhs
respectively and therefore, the Profit Before Tax stood at Rs. 1,636 Lakhs as compared to Rs. 2,738 Lakhs in the
previous year.

DIVIDEND
The Directors have not declared any dividend during the year

FINANCE
During the year under review, the Company repaid a total of Rs. 600 Lakhs towards the Rupee Term Loan sourced
from State Bank of Patiala. During the year the Company tied up Fund based and Non Fund based Working Capital
facility of Rs. 1,700 Lakhs and Rs. 200 Lakhs respectively due to increased working capital requirement. During the
year Cash Credit Limit utilized upto is Rs. 458 Lakhs. However, as at March 31, 2010 the Cash Credit limit remained
unutilized.

EXPANSION
During the year Cochin Airport Restaurant Lounge has been commissioned at the International Terminal of Cochin
International Airport.

DIRECTORS
Mr. Raymond Bickson and Mr. Tan Chan Lye retire by rotation and being eligible, offer themselves for re-appointment.
Your approval for their re-appointment as Directors has been sought in the Notice convening the Annual General
Meeting of the Company.

AUDITORS
The Auditors M/s Deloitte Haskins & Sells, Chartered Accountants as Statutory Auditors retire at the forth coming
Annual General Meeting. The Directors proposed to re-appoint M/s. Delloite Haskins & Sells, Chartered Accountants
as Statutory Auditors to hold office while conclusion of the next Annual General Meeting of the Company.

AUDIT COMMITTEE
Pursuant to the provisions of Section 292A of the Companies Act, 1956, the Company has an Audit Committee
comprising Mr. Raymond N. Bickson, Chairman, Mr. Anil P. Goel and Ms. Constance Eng

CONSERVATION OF ENERGY
Your Company continues to adopt various cost saving measures – be it by way of timely replacement of capital
equipments or by energy saving initiatives to save fuel, water or electricity. The units have Sewage Treatment Plants
and Water Treatment Plants, thereby contributing to ground water conservation and prevention of depletion of the
water table. The treated water from the plant is utilized within the premises.

FOREIGN EXCHANGE EARNINGS AND OUTGO


As required under Section 217 (1) (e) of the Companies Act, 1956, read with rule 2 of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, the information relating to foreign exchange earnings
and outgo is at point nos. 12 & 13 of Schedule 12 to the Accounts.

69
Taj SATS Air Catering Ltd.

Directors’ Report (Contd.)


STAFF
As required by Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975, as amended, a statement of information relating to the employees has been given in the Annexure to the
Report and forms a part of it.
The employees continue to work with utmost dedication and commitment. The Board also places on record its
appreciation of the co-operation, dedication and commitment of all other employees of the Company during the period
under review.

DIRECTORS' RESPONSIBILITY STATEMENT


Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board of Directors, based on the
representations received from the Operating Management, hereby confirms that:
1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there
are no material departures.
2. It has in the selection of the accounting policies, consulted the Statutory Auditors and has 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, 2010 and of the profit of the Company for that year.
3. It has taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other
irregularities, to the best of its knowledge and ability. There are however, inherent limitations, which should be
recognized while relying on any system of internal control and records.
4. It has prepared the annual accounts on a going concern basis.

ACKNOWLEDGEMENTS:
Your Directors place their sincere gratitude to the Company’s employees, clientele, vendors and bankers for their
continued support during the year.

On behalf of the Board of Directors

Raymond N. Bickson
Chairman

Mumbai, May 17, 2010


Registered Office:
Mandlik House
Mandlik Road
Mumbai 400 001.

70
Subsidiaries Accounts 2009-2010

ANNEXURE TO DIRECTORS REPORT


Formation as per Section 217(2A) of The Companies Act, 1956, read with Companies (Particulars of the Employees)
Rules, 1975 & forming part of the Directors Report for the period ended March, 2010
Name of Designation Age Gross Net Rs. Qualification Experience Last Commencement
Employee as on (No. of years) Employment
Of Employment
31.3.10 31/3/10 Held
Mr. M. S. Kapadia Managing 55 81,32,375 52,74,604 Diploma 35 Vice October 1, 2001
Director – Travel President
Management (Business
Development
– TAC)
Mr. Rajendra Director 62 28,12,500 20,43,090 H.S.C. 41 Director – October 8, 2007
Kumar Diwan Projects Operations
& Airline (TAC)
Business
Chef Satish Arora Senior 64 63,56,820 44,92,221 Diploma in 42 Director June 1, 2006
Director H.M.C.T. Food
– Food Diploma in Production
Production Spl. Hotel (TAC)
Management
Mr. Nowzer General 49 25,15,764 16,93,154 Diploma in 29 First Sept 01,1981
Dudhmal Manager, H.M.C.T. Employment
TASCL –
Mumbai

Notes :
1. Net remuneration is arrived at by deducting from the remuneration received, Income – Tax, Company’s
contribution to Provident Fund, Gratuity and Superannuation Fund.
2. All employees have adequate experience to discharge the responsibility assigned to him.
3. The nature of employment in all cases is contractual.
4. No employee is related to any director of the Company.
5. None of the above employees hold more than 2% of the paid up capital of the Company.
6. All the above employees have been employed by the Company for the whole year.

71
Taj SATS Air Catering Ltd.

CORPORATE GOVERNANCE
Corporate Governance Philosophy
Corporate Governance is about commitment to values and ethical business conduct. It is the set of laws, regulations,
processes and customs affecting the way a company is directed, administered, controlled or managed.

Our Corporate Governance Philosophy is based on the following principles:


• Satisfy the spirit of the law and not just the letter of the law
• Make a clear distinction between personal conveniences and corporate resources
• Communicate externally, in a truthful manner, about how the Company is run internally
• Comply with the laws in all the countries in which the Company operates
• Have a simple and transparent corporate structure driven solely by business needs
• Management is the trustee of the shareholders' capital and not the owner
• To build up an environment of trust and confidence amongst those having competing and conflicting interest

Board Composition
At the core of our corporate governance practice is the Board, which oversees how the management serves and protects
the long-term interests of all our stakeholders. We believe that an active, well-informed and independent Board is
necessary to ensure the highest standards of corporate governance.

Board of Directors
The Company’s Board consists of 7 Directors, comprising of 1 Executive Director (the Managing Director) and the 6
Non Executive Directors, the Chairman being the Non-Executive.
The details of composition of the Board, category of Directorship and attendance in Board Meetings and Annual
General Meetings is given below :

Name Category of Board Meetings Attendance at last AGM


Directorship attended on 17th August, 2009

Mr. Raymond N Bickson Chairman, Non Executive 3 No


Director

Mr. Mehernosh Kapadia Managing Director 4 No

Mr. Anil P. Goel Non Executive Director 4 Yes

Mr. Tan Chuan Lye Non Executive Director 3 No

Mr. Karmjit Singh Non Executive Director 4 No

Ms. Constance Eng Non Executive Director 3 No

Mr. D. K. Beri Non Executive Director 3 No

72
Subsidiaries Accounts 2009-2010

Meetings :
The Company’s Board met five times during the year under review. The dates of the Board Meetings held during the
each quarter are as follows :
Sr. No. Date of Meeting
1 April 16, 2009
2 May 25, 2009
3 September 10, 2009
4 January 06, 2010
5 February 12, 2010

Information placed before the Board :


• Annual operating plans / budgets and Capital Budgets.
• Viability analysis for new projects / proposed acquisitions.
• Quarterly results for the company and its operating divisions.
• Ratification of Committee Resolution and recommends of the Audit Committee.
• Contracts in which the Director(s) are deemed to be interested.
• Any material default in financial obligations to and by the company, or substantial nonpayment for goods sold by
the company.
• Show cause, demand, prosecution notices and penalty notices, which are materially important.
• Purchase and / or Sale of Investments, assets, which are not in the normal course of business.
• Community Initiatives.

Committees of the Board :


The Committees appointed by the Board take informed decisions, within the authority delegated by the Board. The
Committees also make specific recommendations to the Board on various matters from time to time. All decisions and
recommendations of the Committees are placed before the Board for information, rectification or approval. The major
committees are as follows :
1. Audit Committee :
Primary objective- The primary objective of the audit committee is to monitor and to provide effective supervision
of the management’s financial reporting process with a view to ensure accurate, timely and proper disclosures
and transparency, integrity and quality of financial reporting. The Statutory Auditors are responsible for auditing
the Company’s Financial Statements, in accordance with the Companies Act, 1956, Generally Accepted Auditing
Practices (GAAP) and other Regulations.
Responsibilities of Audit Committee-
• Provide an open avenue of communication between the independent auditor, internal auditor and the Board.
• Confirm and review the Internal Control System.
• Investigate critical audit issues as may be required or as may be specified by the Board.
• If necessary, institute special investigations with full access to all books, records, facilities and personnel of the
Company.
• Overview of the Company’s policies regarding Information Technology and Management Information
Systems.

73
Taj SATS Air Catering Ltd.

• Discuss with Auditors the Internal Control System, Scope of Audit, Observations of the auditors and review of
audited financial statements before submission to the Board.
• Review the Quarterly and Annual Accounts and recommend them to the Board for approval.
• Such other matters as may be specified by the Board from time to time.
The Audit Committee met four times during the year on 16th April, 2009, 25th May, 2009, 10th September, 2009 and
6th January, 2010.
The composition and attendance record of the Audit Committee is as under:

Audit Committee :
Audit Committee Members Meetings attended
Mr. Raymond N. Bickson 3
Mr. Anil P. Goel 3
Ms. Constance Eng 3
The Company Secretary acts as the Secretary to the Audit Committee.
2. Approval Committee :
The Approval Committee is empowered with the following responsibilities:
• Issue / revoke specific Power of Attorney,
• Change in Authorized signatory of bank accounts including opening of new accounts and closing of non operative
bank accounts,
• To give Power of Attorney to officers of the Company, and
• To nominate officers as “Managers” and “Alternate Manager” under the prevention of Food Adulteration Act.
3. Investment Committee :
There is a committee of Directors / Executives for Making of Investments and Placing and Accepting Inter
Corporate Deposits. The Company needs apart from long term funds some short term funds to meet the fund
requirements of the working capital, capital expenses, for this purpose it is proposed to give powers to the
committee to accept Inter Corporate Deposits apart from making Investments in mutual funds and placing Inter
Corporate Deposits with specified Companies.
Internal Control Systems :
The Company’s Internal Control system is the set of measures which contribute to the control of a company. Its aim
is to ensure, on the one hand, the security and safeguard of assets and the quality of information, on the other hand,
the application of instructions given by Senior Management, and to have adequate systems and procedures in place.
The Company has a sound external and internal audit systems. The findings and recommendations of the Auditors are
periodically reviewed and necessary corrective action taken. All units of the Company are audited by independent
reputed firms and feedback, together with avenues to improve are suggested and then incorporated in the system.
The Internal Control System in the Company ensures as follows :
• laws and regulations are complied with;
• the instructions and directional guidelines fixed by Executive Management or the Management Board are
applied;
• the company’s internal processes are functioning correctly, particularly those implicating the security of its assets;
• financial information is reliable.

74
Subsidiaries Accounts 2009-2010

Disclosures :
No Transaction of material nature has been entered into the Company with Directors or Management and their relatives,
etc. that may have a potential conflict with the interest of the Company. The particulars of transactions between the
Company and its related parties as per the Accounting Standard are set out in the Annual Report. However, these
transactions are not likely to have any conflict with the Company’s interest.
1. Location of Taj SATS Air Catering Units
Location of the Unit Address
Mumbai International Airport Approach Road, Sahar, Mumbai - 400099
Delhi I.G.I. Airport Complex, Gurgaon Road, Delhi - 110 037.
Kolkata N.S.C.B. International Airport, Kolkata - 700 052.
Goa Plot No. 215, Opp. Naval Stores Depot, Dabolim 'Goa - 403801.
Bangalore Bangalore International Airport, Devanhalli, Off Bellary Road, Bangalore - 560300.
Amritsar Plot No 19/20/1 & 2, Bal Shikander Road, Off Amritsar Ajnala Road, Amritsar - 143001.

2. Airport Restaurant / Lounge


Cochin Cochin International Airport Ltd., Kochi Airport P.O., Ernakulam 683 111, Kerala
3. Air Catering unit under Management Contract
Chennai 6 Officers Line, 272 GST Road, Pallavaram, Chennai - 600 043.
Taj Madras Flight
Kitchen Ltd.

75
Taj SATS Air Catering Ltd.

Auditors' Report
To the Members of Taj SATS Air Catering Limited
1. We have audited the attached Balance Sheet of TAJ SATS AIR CATERING LIMITED ("the Company") as
at 31st March, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year
ended on that date, both annexed thereto. These financial statements are the responsibility of the Company's
Management. Our responsibility is to express an opinion on these statements based on our audit.
2. We conducted our audit in accordance with auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts
and the disclosures in the financial statements. An audit also includes assessing the accounting principles used
and the significant estimates made by the Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
3. As stated in Note 7 of Schedule 12, the Company has filed a petition before the Hon. High Court of Judicature
of Madras for winding up of Paramount Airways Private Limited for non-payment of dues to the Company
amounting to Rs. 16,060 thousands and has made a provision for doubtful debts amounting to Rs. 8,030 thousands
in respect of the same based on the Management's estimate of the recoverability of the said dues. On the basis of
the information available to us and since the matter is sub-judice, we are unable to form an opinion regarding
the adequacy of the provision made on this account.
4. Without qualifying our opinion, we invite attention to Note 12 of Schedule 12 regarding non-disclosure of
quantitative details for which approval of the Department of Company Affairs for exemption from disclosure is
awaited.
5. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in
terms of Section 227 (4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
6. Further to our comments in paragraph 4 above and the Annexure referred to in paragraph 5 above we report
that:
(i) we have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit except to the extent indicated in paragraph 3 above;
(ii) in our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;
(iii) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are
in agreement with the books of account;
(iv) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with
by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956;
(v) subject to our comments in paragraph 3 above regarding the adequacy of the provision made for doubtful
debt in respect of the amount due from Paramount Airways, in our opinion and to the best of our information
and according to the explanations given to us, the said accounts give the information required by the
Companies Act, 1956 in the manner so required and give a true and fair view in conformity with the
accounting principles generally accepted in India;

76
Subsidiaries Accounts 2009-2010

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;
(b) in the case of the Profit and Loss Account, of the profit of the Company for the year ended on that date
and;
(c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that
date.
7. On the basis of written representations received from the Directors as on 31st March, 2010 taken on record by
the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from being
appointed as a Director in terms of Section 274(1)(g) of the Companies Act, 1956.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Registration No. 117366W)

Nalin M. Shah
Partner
MUMBAI, 17th May, 2010 (Membership No. 15860)

77
Taj SATS Air Catering Ltd.

Annexure to the Auditor's Report


(Referred to in paragraph 5 of our report of even date)

i. Having regard to the nature of the Company's business/activities/results/transactions etc., for the year, clauses
(viii), (x), (xii), (xiii), (xiv), (xv), (xviii), (xix) and (xx) of paragraph 4 of the CARO are not applicable.
ii. In respect of its fixed assets:
a) The company has maintained proper record showing full particulars, including quantitative details and
situations of the fixed assets.
b) According to the information and explanation given to us, no fixed assets were physically verified by the
Management during the year. However, the Company has regular programme of verification which ensure
physical verification of all assets at reasonable intervals.
c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed
assets of the Company and such disposal has, in our opinion, not affected the going concern status of the
Company.
iii. In respect of its inventories:
a) As explained to us, inventories were physically verified during the year by the Management at reasonable
intervals.
b) In our opinion and according to the information and explanations given to us, the procedures of physical
verification of inventories followed by the Management were reasonable and adequate in relation to the
size of the Company and the nature of its business.
c) In our opinion and according to the information and explanations given to us, the Company has maintained
proper records of its inventories and no material discrepancies were noticed on physical verification.
iv. The Company has neither granted nor taken any loans, secured or unsecured, to / from 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, there is generally an adequate
internal control system commensurate with the size of the Company and the nature of its business with regard
to purchases of inventory and fixed assets and the sale of goods and services. During the course of our audit, we
have not observed any major weakness in such internal control system.
vi In respect of contracts or arrangements entered in the Register maintained in pursuance of Section 301 of the
Companies Act, 1956, to the best of our knowledge and belief and according to the information and explanations
given to us:
a) The particulars of contracts and arrangements referred to in Section 301 of the Companies Act, 1956 that
needed to be entered in the Register maintained under the said section have been so entered.
b) Where each of such transaction is in excess of Rs. 5 lakhs in respect of any party, the transactions have
been made at prices which are prima facie reasonable having regard to the prevailing market prices at
the relevant time except in respect of certain services availed for which comparable quotations are not
available and in respect of which we are unable to comment.
vii. According to the information and explanations given to us, the Company has not accepted any deposit from the
public.

78
Subsidiaries Accounts 2009-2010

viii. In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants
appointed by the Management have been commensurate with the size of the Company and the nature of its
business.
ix. According to the information and explanations given to us in respect of statutory dues:
a) The Company has generally been regular in depositing undisputed statutory dues, including Provident
Funds, Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Excise
Duty, Cess and any other material statutory dues applicable to it with the appropriate authorities. There are
no undisputed statutory dues payable in respect of Investor Education and Protection Fund.
b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Excise
Duty, Cess and other material statutory dues in arrears as at 31st March, 2010 for a period of more than six
months from the date they became payable.
c) Details of dues of Sales Tax which have not been deposited as on 31st March, 2010 on account of disputes
are given below:

Name of Nature of Amount Period to which the amount Forum where


Statute Dues (Rs. in relates (Financial Year) dispute is pending
thousands)
West Bengal Commercial 4,204 2005-06 Additional
Sales Tax Act, Tax Commissioner of
1994 Commercial &
Sales Tax of West
Bengal
West Bengal Commercial 8,252 2006-07 Additional
Sales Tax Act, Tax Commissioner of
1994 Commercial &
Sales Tax of West
Bengal
TOTAL 12,456
x. In our opinion and according to the information and explanations given to us, the Company has not defaulted in
the repayment of dues to a bank.
xi. In our opinion and according to the information and explanation given to us, the term loans have been applied
for the purpose for which they were obtained.
xii. In our opinion and according to the information and explanations given to us and on an overall examination of
the Balance Sheet of the Company, we report that funds raised on short-term basis have not been used during the
year for long-term investment.
xiii. To the best of our knowledge and according to the information and explanations given to us, no fraud on or by
the Company has been noticed or reported during the year.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Registration No. 117366W)

Nalin M. Shah
Partner
MUMBAI, 17th May, 2010 (Membership No. 15860)

79
Taj SATS Air Catering Ltd.

Balance Sheet as at 31st March, 2010


Schedule As at 31.03.10 As at 31.03.09
Rupees Rupees
(In Thousands) (In Thousands)
Sources of funds
1. Shareholders' Funds
Share Capital 1 174,000 174,000
Reserves and Surplus 2 1,957,332 2,131,332 1,851,556 2,025,556
2. Loan Funds 3
Secured Loans 151,306 210,000
3. Deferred Tax Liability - (Refer Schedule 12(9)) 72,320 73,822
TOTAL 2,354,958 2,309,378
APPLICATION OF FUNDS
4. Fixed Assets 4
Gross Block 2,785,236 2,754,477
Less: Depreciation/Amortisation 737,263 596,011
Net Block 2,047,973 2,158,466
Capital Work-in-Progress 10,538 2,058,511 20,068 2,178,534
5. Investments 5 300 -
6. Current Assets, Loans and Advances 6
Inventories 20,034 19,659
Sundry Debtors 472,132 376,187
Cash and Bank Balances 125,233 107,061
Loans and Advances 81,290 65,985
Total 698,689 568,892
Current Liabilities and Provisions 7
Current Liabilities 325,771 321,418
Provisions 76,771 116,630
Total 402,542 438,048
Net Current Assets 296,147 130,844
7. Miscellaneous Expenditure to the 8
extent not written off or adjusted - -
TOTAL 2,354,958 2,309,378

Notes to Accounts 12

In terms of our report attached. For and on behalf of the Board

For DELOITTE HASKINS & SELLS


Chartered Accountants

Nalin M. Shah Mehernosh Kapadia Anil P. Goel


Partner Managing Director Director

Mohit Gupta
General Manager Finance
Mumbai, 17th May, 2010 & Company Secretary

80
Subsidiaries Accounts 2009-2010

Profit and Loss Account for the year ended 31st March, 2010
Schedule Current Year Previous Year
Rupees Rupees
(In Thousands) (In Thousands)
Income
1. Sale of Products, Services and Others 9 1,932,571 2,085,191
Less: Excise Duty 1,927 2,480
1,930,644 2,082,711
Expenditure
2. Operating and General Expenses 10 1,600,481 1,655,058
3. Depreciation/Amortisation 143,613 134,252
4. Interest 11 24,788 25,741
Less: Expenditure during construction period transferred to (1,912) (12,136)
Fixed Assets/Capital Work in progress
Total Expenditure 1,766,970 1,802,915
Profit before amortisation and tax 163,674 279,796
5. Amortisation of deferred revenue expenditure - 5,961
Profit Before Tax 163,674 273,835
6. Provision for taxation
- Current 59,400 89,300
- Deferred (1,502) 6,088
- Fringe Benefit - 3,300
Profit after tax 105,776 175,147
Balance brought forward from previous year 656,738 590,798
Balance available for appropriation 762,514 765,945
7. Appropriations
Interim Dividends - 78,300
Tax on Dividends - 13,307
Transfer to General Reserve - 17,600
Balance carried forward 762,514 656,738
762,514 765,945
Notes to Accounts 12
Basic and Diluted Earning Per Share (EPS) - (Rs.) 6.08 10.07
Face Value per equity share- (Rs.) 10.00 10.00
(Also refer Schedule 12(19))

In terms of our report attached. For and on behalf of the Board

For DELOITTE HASKINS & SELLS


Chartered Accountants

Nalin M. Shah Mehernosh Kapadia Anil P. Goel


Partner Managing Director Director

Mohit Gupta
General Manager Finance
Mumbai, 17th May, 2010 & Company Secretary

81
Taj SATS Air Catering Ltd.

Cash Flow Statement for the year ended 31st March, 2010
Current Year Previous Year
Rupees Rupees
(In Thousands) (In Thousands)
A. CASH FLOW FROM OPERATING ACTIVITIES:
Net profit before tax 163,674 273,835
Adjustments for :
Deferred revenue expenditure written off - 5,961
Depreciation/Amortisation 143,613 134,252
Loss on Sale / Disposal of Fixed Assets (Net) 502 812
Provision for doubtful debts / advances 14,121 5,306
Provision for Employee Benefits (18,035) 49,704
Provision for Wealth Tax 30 30
Dividend Income (250) (734)
Interest Income (1,707) (2,403)
Interest Expense 24,788 25,741
Loss/(Gain) on Exchange Difference - 2,805
Operating Profit before Working Capital changes 326,736 495,309
(Increase) / Decrease in :
Trade and Other Receivables (111,427) (175,123)
Inventories (375) (3,813)
Trade and Other Payables (5,775) 11,206
(117,577) (167,730)
Cash Generated from Operations 209,159 327,579
Direct Taxes Paid (56,198) (152,743)
Fringe Benefit tax paid - (3,743)
NET CASH FROM OPERATING ACTIVITIES 152,961 171,093
B. CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets (Including advances for capital expenditure) (24,620) (221,739)
Sale/disposal of Fixed assets 528 194
(Purchase)/Sale of Mutual Funds (Net) (300) 24,737
Fixed Deposits (Net) (1,995) 37,016
Dividend received 250 734
Interest received 1,534 1,956
NET CASH USED IN INVESTING ACTIVITIES (24,603) (157,102)
C. CASH FLOW FROM FINANCING ACTIVITIES:
Repayment of Loan (60,000) (68,831)
Loan Availed - 240,000
Intercorporate deposits (net) - (30,000)
Dividends paid (Including tax paid on dividends) (30,536) (91,607)
Interest paid (21,818) (28,355)
NET CASH (USED IN) / FROM FINANCING ACTIVITIES (112,354) 21,207
NET INCREASE IN CASH AND CASH EQUIVALENTS ( A + B +C) 16,004 35,198
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF THE YEAR 100,268 65,070
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 116,272 100,268
Cash and Bank Balances as per Schedule 6 125,233 107,061
Less:- Deposits under lien 8,185 6,190
Less:- Interest Accrued 776 603
Cash and Cash equivalents at the end of the year 116,272 100,268

In terms of our report attached. For and on behalf of the Board


For DELOITTE HASKINS & SELLS
Chartered Accountants
Nalin M. Shah Mehernosh Kapadia Anil P. Goel
Partner Managing Director Director
Mohit Gupta
General Manager Finance
Mumbai, 17th May, 2010 & Company Secretary

82
Subsidiaries Accounts 2009-2010

Schedules forming part of the Balance Sheet


Schedule 1: Share Capital
As at 31.03.10 As at 31.03.09
Rupees Rupees
(In Thousands) (In Thousands)
1. Authorised
25,000,000 Equity shares of Rs. 10 each 250,000 250,000
2. Issued, Subscribed and Paid up Capital
17,400,000 Equity shares of Rs. 10 each 174,000 174,000
TOTAL 174,000 174,000

Note:
Of the above, 8,874,000 Equity shares of Rs.10 each are held by the Holding Company, The Indian Hotels
Company Limited, of which 8,824,000 Equity shares of Rs. 10 each have been allotted as fully paid up for
consideration other than cash.

Schedule 2: Reserves and Surplus As at 31.03.10 As at 31.03.09


Rupees Rupees
(In Thousands) (In Thousands)
1. Securities Premium Account
Balance as per Last Account 1,038,823 1,038,823
2. General Reserve
Balance as per Last Account 155,995 138,395
Transfer from Profit and Loss Account - 155,995 17,600 155,995
3. Surplus in Profit and Loss Account 762,514 656,738
TOTAL 1,957,332 1,851,556

Schedule 3: Loan Funds

Secured Loans As at 31.03.10 As at 31.03.09


Rupees Rupees
(In Thousands) (In Thousands)
Term Loans
- From Bank - (Refer Schedule 12(5)) 151,306 210,000
(Including Interest Accrued and due Rs. 1,306
thousand; Previous Year Rs. Nil)
TOTAL 151,306 210,000
Due within a year Rs. 61,306 thousands
(Previous Year: Rs. 60,000 thousands)

83
Taj SATS Air Catering Ltd.

Schedules forming part of the Balance Sheet


Schedule 4: Fixed Assets Rupees
(Refer Schedule 12(2)) (in Thousand)

Gross Block Depreciation/Amortisation Net Block


As at Additions Deductions As at Accumulated Charge On Deductions Accumulated As at
1.04.2009 31.03.2010 Depreciation for the year Depreciation 31.03.2010
As on As on
1.04.2009 31.03.2010
1 2 3 4 5 6 7 8 9
Tangible Assets:
1. Land (Freehold) 32,431 - - 32,431 - - - - 32,431
32,431 - - 32,431 - - - - 32,431
2. Land (Leasehold) 15,802 - - 15,802 860 315 - 1,175 14,627
3,937 11,865 - 15,802 565 295 - 860 14,942
3. Buildings 722,854 4,656 - 727,510 142,691 32,361 - 175,052 552,458
536,248 186,606 - 722,854 112,124 30,567 - 142,691 580,163
4. Plant and Machinery 964,842 14,748 2,519 977,071 343,368 79,332 1,566 421,134 555,937
671,640 295,312 2,110 964,842 268,961 75,530 1,123 343,368 621,474
5. Furniture, Fixtures and 36,575 7,053 22 43,606 14,316 3,389 10 17,695 25,911
Office Equipments
30,411 6,279 115 36,575 11,651 2,765 100 14,316 22,259
6. Vehicles 232,666 5,592 850 237,408 93,369 26,543 785 119,127 118,281
179,370 53,306 10 232,666 69,441 23,934 6 93,369 139,297
Intangible Assets:
7. Goodwill 737,449 - - 737,449 - - - - 737,449
737,449 - - 737,449 - - - - 737,449
8. Computer Software 7,368 2,101 - 9,469 1,132 1,372 - 2,504 6,965
2,025 5,343 - 7,368 246 886 - 1,132 6,236
9. Business Rights 4,490 - - 4,490 275 301 - 576 3,914
- 4,490 - 4,490 - 275 - 275 4,215
TOTAL 2,754,477 34,150 3,391 2,785,236 596,011 143,613 2,361 737,263 2,047,973
Previous Year 2,193,511 563,201 2,235 2,754,477 462,988 134,252 1,229 596,011 2,158,466
Notes:
a. The Air Catering business was acquired on a slump sale basis from IHCL and its Affiliates, on formation of Joint Venture i.e.
on October 1, 2001. As a result, the fixed assets were recorded as per the values assigned by the independent valuers.
b. Goodwill recorded at the time of formation of the Joint Venture represents excess of acquisition cost over the market value of
assets, including the net current assets.
c. Cost of Buildings (Gross Block) constructed on the Leasehold Land aggregates Rs. 346,972 thousands (Previous Year:
346,972 thousands) and is included in the value of Buildings.
d. Figures in italics represent previous year's figures.

84
Subsidiaries Accounts 2009-2010

Schedules forming part of the Balance Sheet


Schedule 5: Investments
As at 31.03.2010 As at 31.03.2009
Rupees Rupees
(In Thousands) (In Thousands)
Non Trade
Current Investments
Units (Unquoted) Fully Paid up
TATA Liquid Super High Investment Fund - Daily Dividend 250 -
224.178 Units of Face Value of Rs.1,000/- each (Previous Year :Rs.Nil )
Long Term Investments
Government Securities -6 Year National Savings Certificate 50 -
(Deposited as security with Kerala VAT Authority)
TOTAL 300 -
Purchase and sale/redemption of Investments during the year:
TATA Liquid Super High Investment Fund - Daily Dividend
(62,807.304 Units of Face Value Rs. 1,000/-each
Cost Rs.70,000 thousands)

Schedule 6: Current Assets, Loans and Advances As at As at 31.03.2009


31.03.2010
Rupees Rupees
(In Thousands) (In Thousands)
A. CURRENT ASSETS
1. Inventories
Food and Beverages 9,705 10,177
Stores and Operating Supplies 10,329 20,034 9,482 19,659
2. Sundry Debtors (Unsecured)
Considered good
Outstanding for more than six months 35,621 8,671
Other debts 436,511 367,516
472,132 376,187
Considered doubtful
Outstanding for more than six months 37,571 23,450
Less: Provision for Doubtful Debts 37,571 472,132 23,450 376,187
Dues from other companies under same management
within the meaning of Sec 370 (1B) of the Companies
Act, 1956.
- Taj Madras Flight Kitchen Pvt. Limited Rs. NIL
(Previous Year: Rs. 2,814 thousands)
3. Cash and Bank balances
Cash on hand 1,066 1,647
Cheques on hand 25,269 7,822
Balances with Scheduled Banks:
- In Current Accounts 45,146 22,086
- In Deposit Accounts 53,752 125,233 75,506 107,061
Including interest accrued of Rs. 776 thousands (Previous Year:
Rs. 603 thousands). The Deposits include Rs. 6,768 thousands
(Previous Year: Rs. 4,773 thousands) placed with various Banks for
issuance of bank guarantees and Rs. 1,417 thousands (Previous Year:
Rs. 1,417 thousands) pledged with the Airport Authority of India

85
Taj SATS Air Catering Ltd.

Schedules forming part of the Balance Sheet


Schedule 6: Current Assets, Loans and Advances (Contd.)

As at 31.03.2010 As at 31.03.2009
Rupees Rupees
(In Thousands) (In Thousands)
B. LOANS AND ADVANCES
(Unsecured, considered good)
1. Deposits with Government, Public Bodies & Others- 30,375 28,263
Including interest accrued of Rs.144 thousands
(Previous Year: Rs. 140 thousands)
2. Prepaid Expenses 3,640 5,219
3. Fringe Benefit Tax (Net of Provision) 468 483
4. Other advances recoverable in cash or kind or
for value to be received
-Considered Good 46,807 32,020
-Considered doubtful 579 579
Less: Provision for Doubtful Advances 579 46,807 579 32,020
81,290 65,985
TOTAL 698,689 568,892
Other recoverables in cash or kind or for value to be
received includes dues from companies under the same
management within the meaning of Sec 370 (1B) of the
Companies Act, 1956.
- Taj Madras Flight Kitchen Pvt. Limited:-
Rs. 4,261 thousands (Maximum amount due during
the year:Rs.6,517 thousands)
(Previous Year: Rs. 5,070 thousands,
Maximum amount due during the previous
year Rs.5,070 thousands)
- United Hotels Limited:-
Rs. 287 thousands (Maximum amount due during
the year:Rs. 306 thousands)
(Previous Year: Rs. 52 thousands,
Maximum amount due during the previous
year Rs. 232 thousands)

86
Subsidiaries Accounts 2009-2010

Schedules forming part of the Balance Sheet


Schedule 7: Current Liabilities and Provisions
As at 31.03.2010 As at 31.03.2009
Rupees Rupees
(In Thousands) (In Thousands)
A. CURRENT LIABILITIES
1. Sundry Creditors - (Refer Schedule 12(4) and 12(20))
i Total outstanding dues of micro enterprises and small 616 360
enterprises
ii Total outstanding dues of creditors other than micro 220,399 225,235
enterprises and small enterprises
2. Advance from Customers/Others 51,800 20,485
3. Due to the Holding Company 22,459 22,850
4. Other Liabilities 30,497 21,952
5. Interim Dividend - 30,536
(Previous Year Including tax on dividend - Rs.4,436 thou-
sands )
TOTAL 325,771 321,418
B. PROVISIONS
1. Provision for Income Tax 25,886 22,640
(Net of Advance Tax)
2. Provision for Wealth Tax (net) 29 30
3 Employee Benefits 50,856 93,960
TOTAL 76,771 116,630

Schedule 8: Miscellaneous Expenditure (to the extent not written off or adjusted)
As at 31.03.2010 As at 31.03.2009
Rupees Rupees
(In Thousands) (In Thousands)
1. Non-Compete Consideration
Opening Balance - 3,750
Less: Amortised during the year - - 3,750 -
2. Term Loan Processing Fees
Opening Balance - 572
Less: Amortised during the year - - 572 -
3. Voluntary Retirement Costs
Opening Balance - 1,639
Less: Amortised during the year - - 1,639 -
TOTAL - -

Note:
On acquisition of Air Catering Business on a slump sale basis from IHCL and its Affiliates on October 1, 2001,
the Intangible Assets were recorded as per the values assigned by Ernst & Young. The balance in respect of item
no 1 above reflects apportioned values of the total purchase consideration, net of amortisation.

87
Taj SATS Air Catering Ltd.

Schedules forming part of the Profit and Loss Account


Schedule 9: Sale of Products, Services and Others
Current Year Previous Year
Rupees Rupees
(In Thousands) (In Thousands)
1. Operating Income
Food and Beverages 1,538,860 1,669,871
Handling and Others 390,628 1,929,488 407,077 2,076,948
2. Non-Operating Income
Interest on deposits with Banks and Others (TDS 1,707 2,403
Rs.173 thousands (Previous Year: Rs. 329 thou-
sands))
Dividend from Non-Trade Current Investments 250 734
Export Benefit - 4,123
Others 1,126 3,083 983 8,243
TOTAL 1,932,571 2,085,191

Schedule 10: Operating and General Expenses


Current Year Previous Year
Rupees Rupees
(In Thousands) (In Thousands)
1. OPERATING EXPENSES
a. Food and Beverages Consumed
Opening Stock 10,177 7,755
Add: Purchases 515,208 527,794
Less: Closing Stock 9,705 515,680 10,177 525,372
b. Payments to and Provisions for Employees
Salaries, Wages, Bonus etc. (Refer Schedule 12(13)) 399,387 356,628
Company’s Contribution to Provident Fund & Other Funds 24,161 29,320
Retiring Gratuity (13,985) 39,053
Compensated Absences (1,383) 12,307
Staff Welfare Expenses 73,116 76,196
Cost of staff on Deputation 38,091 45,833
Payment to Contractors 118,581 637,968 121,836 681,173
c. Other Operating Expenses
Kitchen and Cleaning Supplies 20,027 23,823
Catering Supplies 41,238 49,567
Power, Fuel and Water 161,258 172,514
Repairs to Buildings 8,452 6,492
Repairs to Machinery 15,451 15,098
Repairs to Others 26,042 25,286
Transport / Hi-loader / Motor Car expenses 23,930 26,149
Linen, Uniform washing and Laundry 14,823 11,392
Accidental Damages 2,515 313,736 - 330,321

88
Subsidiaries Accounts 2009-2010

Schedules forming part of the Profit and Loss Account


Schedule 10: Operating and General Expenses
Current Year Previous Year
Rupees Rupees
(In Thousands) (In Thousands)
2. GENERAL EXPENSES
Rates and Taxes 33,951 21,956
Rent 12,201 11,172
Insurance 10,682 10,299
Advertisement and Publicity 508 332
Printing and Stationery 5,309 5,484
Passage and Travelling 8,106 8,526
Communication Expenses 5,877 8,234
Legal and Professional Charges 24,902 20,643
Loss on Sale/Retirement of Assets (Net) 502 812
Commission other than to Sole Selling Agents under 1,719 1,303
Section 294 of the Companies Act, 1956
Exchange Difference (Net) 4 2,805
Cash Discount 1,330 2,538
Provision for doubtful debts/advances 14,121 5,306
Bad Debts 400 2,908
Directors’ commission 800 500
Provision for Wealth Tax 30 120,442 30 102,848
Auditors’ Remuneration
As Auditors 1,200 1,200
For Taxation Matters 400 400
For Other Matters 1,425 1,483
Service Tax 312 3,337 318 3,401
Other Expenses 9,318 11,943
TOTAL 1,600,481 1,655,058

Schedule 11: Interest


Current Year Previous Year
Rupees Rupees
(In Thousands) (In Thousands)
Interest
- Fixed Loans 23,124 22,665
- On Income-tax 1,664 24,788 3,076 25,741
TOTAL 24,788 25,741

89
Taj SATS Air Catering Ltd.

Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
Schedule 12:
1. Statement of Significant Accounting Policies:
The financial statements have been prepared under historical cost convention on an accrual basis and comply with
the Accounting Standards (AS) notified by the Companies (Accounting Standards) Rules, 2006. The Significant
Accounting Policies adopted in the presentation of the Accounts are as under:
a. Use of Estimates:
The preparation of financial statements requires the Management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosures relating to contingent liabilities as at the
date of financial statements and the reported amounts of income and expenses during the year. Examples
of such estimates include provisions for doubtful debts, employee retirement benefit plans, provision for
income taxes and the useful lives of fixed assets. The Management believes that the estimates used in
preparation of the financial statements are prudent and reasonable. Future results could differ from these
estimates.
b. Fixed Assets:
Fixed assets are stated at cost less depreciation/amortisation and impairment losses, if any. The Cost
includes expenses incidental to the installation of assets and attributable borrowing costs.
c. Intangible Assets:
Intangible Assets comprising of System Software are stated at cost of acquisition, including any cost
attributable for bringing the same to its working condition, less accumulated amortisation. Any expenses
on software for support and maintenance payable annually are charged to revenue account.
Business rights which represent the rights to construct, manage and operate flight catering kitchen
in accordance with the agreement entered with airport authority, are stated at cost of acquisition, less
accumulated amortisation.
Goodwill represents the difference between the purchase consideration and the fair market value of assets
and liabilities acquired on formation of the Company.
d. Depreciation and Amortisation:
Fixed Assets:
Depreciation is provided using the straight-line method, in the manner specified in Schedule XIV to the
Companies Act, 1956 and at the rates prescribed therein or based on the useful life of assets, whichever is
higher.
Cost of Leasehold Land is amortised over the period of the lease. Similarly, the value of buildings on the
Leasehold Land is depreciated over the un-expired period of the lease.
Depreciation on additions / deletions to fixed assets during the year is provided on a pro-rata basis.
Fixed assets costing Rupees five thousand or less are depreciated at hundred per cent in the year of
acquisition.
Depreciation on assets purchased for executives under the Company’s “White goods Scheme” is charged
at the rate of 25 percent.
Depreciation on Furniture and Fixture – Office equipment is charged at the rate of 11.31 percent.

90
Subsidiaries Accounts 2009-2010

Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
Intangible Assets:
The cost of software is amortised @ 16.21 % on a straight-line basis. The cost of Business Rights is
amortised over the period of fifteen years during which the benefits are expected to accrue to the Company
as per agreement.
The Company reviews Goodwill for impairment whenever any change in the business circumstances is
indicated. The carrying amount in such situations is appropriately adjusted to reflect the realisable value of
such assets.
e. Impairment of Fixed Assets:
The carrying value of assets/cash generating units at each Balance Sheet date is reviewed for impairment.
An impairment loss is recognised whenever the carrying value of assets / cash generating units exceeds
its recoverable amount. The recoverable amount is the greater of the net selling price and value in use. In
assessing the value in use, the estimated future cash flows are discounted to their present value based on an
appropriate discount factor.
f. Investments:
Current Investments are carried at lower of cost and fair value. Long term investments are carried at cost.
However, provision is made for diminution in value, other than temporary, on an individual basis.
g. Inventories:
Inventories of foods & beverage and maintenance stores are valued at the lower of cost and net realisable
value. Costs are determined using the weighted average method and includes purchase price and non-
refundable taxes.
h. Foreign Currency transactions:
Transactions in foreign currency are recorded at the rates of exchange prevailing at the time of occurrence
of the transactions.
Monetary items denominated in foreign currency as at the reporting date are stated at the rates of exchange
prevailing at the reporting date and the resultant gain / loss is adjusted in the Profit and Loss Account.
i. Revenue Recognition:
Revenue is recognised when no significant uncertainty as to its determination or realisation exists. Sales
comprise in-flight catering and institutional catering of food and beverages and other allied services
rendered to airlines and other institutions. Sales exclude taxes and are net of trade discounts, deductions
and rate differences.
Dividend income is accounted when the right to receive the same is established.
Operating fees and interest income are accounted on accrual basis.
j. Employee Benefits:
(i) Provident Fund:
The Company’s contribution to recognised Provident Fund of the Holding company paid/payable
during the year is recognised in the Profit and Loss Account. The shortfall, if any, between the
return guaranteed by the statute and actual earnings of the Fund is provided for by the Company and
contributed to the Fund.

91
Taj SATS Air Catering Ltd.

Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
(ii) Gratuity Fund:
The Company has a funded scheme and is investing the Gratuity liability into a Gratuity Trust, which
is being managed by Tata AIG Life Insurance Company Limited. The Company accounts for gratuity
benefit liability based on an independent actuarial valuation, using the projected unit credit method
carried out annually as at the Balance Sheet date, which considers each period of service as giving
rise to an additional unit of benefit entitlement and measures each unit separately to build up the
final obligation. Past services are recognised on a straight-line basis over the average period until the
amended benefits become vested. Actuarial gains and losses are recognised immediately in the Profit
and Loss Account as income or expense.
(iii) Superannuation Fund:
The Company makes annual contribution to a fund administered by trustees based on eligibility of
each employee.
The Company also has for employees above certain grade, a non-funded defined benefit scheme.
The Company accounts for such liability based on an independent actuarial valuation, using the
projected unit credit method carried out annually as at the Balance Sheet date, which considers each
period of service as giving rise to an additional unit of benefit entitlement and measures each unit
separately to build up the final obligation. Past services are recognised on a straight-line basis over the
average period until the amended benefits become vested. Actuarial gains and losses are recognised
immediately in the Profit and Loss Account as income or expense.
(iv) Compensated Absences:
The Company has a scheme for compensated absences for employees. The Company accounts for
such liability based on an independent actuarial valuation as at the Balance Sheet date, using the
projected unit credit method carried out annually which considers each period of service as giving
rise to an additional unit of benefit entitlement and measures each unit separately to build up the
final obligation. Past services are recognised on a straight-line basis over the average period until the
amended benefits become vested. Actuarial gains and losses are recognised immediately in the Profit
and Loss Account as income or expense.
(v) Other Employee Benefits:
Other benefits comprises of Long Service Awards which are determined on an undiscounted basis and
recognised based on the likely entitlement thereof.
The Company recognises the undiscounted amount of other short-term employee benefits during the
accounting year based on service rendered by the employees.
k. Taxation:
Provision for taxation includes tax on the Company’s taxable profits, adjustment attributable to earlier
periods and changes in deferred taxes.
Provision for current tax is made for the tax liability payable on taxable income after considering tax
allowances, deductions and exemptions determined in accordance with the prevailing tax laws.
Deferred Tax is recognised on all timing differences, being the differences between the taxable income and
the accounting income which originate in one period and are capable of reversal in one or more subsequent
periods. The tax effect is calculated on the accumulated timing differences at the end of the accounting
period based on the effective tax rates/substantively enacted tax rates.

92
Subsidiaries Accounts 2009-2010

Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
Deferred tax assets other than on unabsorbed depreciation and carried forward losses are recognised only
if there is reasonable certainty that they will be realised and are reviewed for appropriateness of their
respective carrying values at each Balance Sheet date.
Deferred Tax Assets in respect of unabsorbed depreciation and carry forward of losses are recognised only
if there is virtual certainty that there will be sufficient future taxable income available to realise such losses
and are reviewed for appropriateness of their respective carrying values at each Balance Sheet date.
l. Assets taken on lease:
Operating lease payments are recognised as expenditure in the Profit and Loss Account on a straight line
basis, representative of time pattern of benefits received from the use of the assets taken on lease.
m. Provisions, Contingent Liabilities and Contingent Assets:
A provision is recognised when there is a present legal or constructive obligation as a result of past events,
where it is probable that there will be outflow of resources to settle the obligation in respect of which a
reliable estimate can be made. Provisions (excluding retirement benefits in the nature of defined benefit
plans) are not discounted to their present values and are determined based on best estimate required to settle
the obligations at the Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to
reflect the current best estimate.
Contingent Liabilities are recognised only when there is a possible obligation arising from past events due
to occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the
Company. Obligations are assessed on an ongoing basis and only those having a largely probable outflow
of resources are provided for. Other Contingent Liabilities are not recognised but are disclosed in the notes
to the financial statement.
Contingent Assets are not recognised in the financial statements.
n. Export Benefits Entitlement:
Benefits arising out of Duty Credit Scrips utilized for the acquisition of fixed assets are being adjusted
against the cost of the related fixed assets. (Refer Note 11).
o. Borrowing costs:
Borrowing costs attributable to the acquisition of a qualifying asset, as defined in Accounting Standard 16
– Borrowing Costs notified under The Companies (Accounting Standards) Rules, 2006 are capitalised as
part of cost of acquisition. Other borrowing costs are charged to revenue over the tenure of the loan.
Term Loan Processing Fee - Syndication/upfront fees, stamp duty and documentation charges for mobilising
long-term loans are amortised over the tenure of the loan.
2. In accordance with the Business Transfer Agreement entered with The Indian Hotels Company Limited (“IHCL”),
the land located at Mumbai is to be conveyed in favour of the Company. However, the same is pending due to
completion of certain legal formalities which will be carried out in due course.
3. Consequent to the acquisition of the Air Catering business from IHCL and its affiliates, the employees attached
to the respective Air Catering Divisions of IHCL were transferred to the Company. Since a formal approval to
establish the Provident Fund trust is still awaited from the PF commissioner, the Fund continues to be administered
by IHCL.

93
Taj SATS Air Catering Ltd.

Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
4. Sundry Creditors include Rs. 13,585 thousands (As at 31/03/2009: Rs. 16,321 thousands) towards Future
Pension Liability payable to employees:
a) who opted for voluntary retirement scheme introduced by IHCL prior to the transfer of the Air Catering
business to the Company and
b) who opted for voluntary retirement scheme introduced by the Company post formation of the Joint
Venture.
Under the above Schemes, pension becomes due and payable in monthly installments over a period of 15 years
after voluntary separation.
The amount payable within one year under the Schemes aggregates Rs. 2,589 thousands (Previous Year:
Rs. 2,589 thousands).
5. Term Loan from a bank of Rs. 151,306 thousands (As at 31/03/2009: Rs. 210,000 thousands), including accrued
interest of Rs. 1,306 thousands (As at 31/03/2009: Rs. Nil), is secured by way of pari-passu first charge on book-
debts and other movable assets, both present and future, of the Company.
6. Contingent Liabilities:
a) Arbitration proceedings initiated to resolve the long standing dispute with the Airport Authority of India
(AAI) for granting access through its land at Mumbai have been concluded in favour of IHCL. As a result,
the claim made by AAI on IHCL amounting to Rs. 102,175 thousands stands withdrawn. The revised claim
pursuant to the award given by the arbitrator is awaited from the AAI. The Company does not expect any
liability for the past period and should there be any liability crystallising on the Company for any reason,
the same is indemnifiable by IHCL under the Business Transfer Agreement executed on formation of the
Joint Venture.
b) Counter guarantees given to banks against guarantees given by them on behalf of the Company –
Rs. 14,241 thousands (As at 31/03/2009: Rs. 11,941 thousands).
c) Estimated amount of contracts remaining to be executed on capital account Rs. 12,647 thousands (As at
31/03/2009: Rs. 10,852 thousands).
d) Appeals filed by the Company against Department of Commercial Taxes under order of West Bengal Sales
Tax Act for the Financial Years 2002-03, 2005-06 and 2006-07 Rs. 2,600 thousands (As at 31/03/2009: for
the Financial Years 2002-03 and 2005-06 Rs. 4,348 thousands).
e) The AAI had leased a plot of land at New Delhi and Kolkata to set up flight catering operations to serve the
airlines at the respective airports.
The charges of AAI envisaged lease rentals (compounded) increase of 10% each year and 2% of gross
turnover. AAI has unilaterally taken a decision to revise the rate of Airport lease from 2% to 13% with
effect from 1st April 2008 in New Delhi and Kolkata.
The Company has valid Agreements in New Delhi and Kolkata which do not provide for an increase in the
proportion of Gross Turnover payable to AAI. The Company has, therefore, contested the claim of increase
from 2% to 13% of the turnover based Airport levy.
Therefore, the amount of Rs. 170,697 thousands for New Delhi and Rs. 77,269 thousands for Kolkata
is being treated as contingent liability (As at 31/03/2009: Rs. 101,259 thousands for New Delhi and
Rs. 42,623 thousands for Kolkata).

94
Subsidiaries Accounts 2009-2010

Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
Should the Company be liable to make any payment to AAI authorities against the aforementioned claims,
the Management believes that the same would be fully recoverable on a back to back basis from the various
airline companies in view of the Company’s agreement/understanding with them.
f) Income Tax demands in respect of matters for which Company’s appeals are pending - Rs. 1,595 thousands
(Previous Year: Rs. 74,990 thousands).
Income Tax demands in respect of matters decided in the Company’s favour by the Appellate Authorities
where the department is in further appeal for Assessment Year 2003-04 Rs. Nil (As at 31/03/2009:
Rs. 4,133 thousands).
g) In case of labour disputes under adjudication at Mumbai and New Delhi units, the Company is unable to
ascertain the disputed amounts.
h) The license fees for permission for water pipeline over the land belonging to Mumbai International Airport
Private Limited have been enhanced by Rs. 917 thousands (Previous year: Rs. 917 thousands) during the
previous year which has been contested by the Company.
i) A claim for access road compensation amounting to Rs. 13,780 thousands (As at 31/03/2009: Rs. 13,780
thousands) has been received during the previous financial year from Mumbai International Airport Private
Limited which has been contested by the company, against which provision of Rs. 10,575 thousands (As at
31/03/2009: Rs. 10,575 thousands) has been made.
7. Sundry Debtors
Sundry debtors as at 31st March 2010 include an amount of Rs. 16,060 thousands receivable from Paramount
Airways Private Limited (“Paramount Airways”) for the in-flight catering services rendered by the Company.
The Company had filed a petition with the Hon. High Court at Madras for winding up of Paramount Airways
under Sections 433 and 434 of the Companies Act, 1956 for a claim of Rs. 16,060 thousands.
Simultaneously, the Company is in negotiations with Paramount Airways for a Memorandum of Compromise
which could lead to restoration of supplies and settlement of past dues.
However, the Company has on a prudent basis, estimated and made a provision of doubtful debts as at 31st March
2010 amounting to Rs. 8,030 thousands.
8. Operating Leases:
The Company has operating lease agreements for cars provided to its employees, deputed staff and professional
staff.
Rental expenses for the operating leases debited to the Profit and Loss Account for the year ended 31st March
2010 are Rs. 249 thousands (Previous Year: Rs. 374 thousands).

Rs. ‘000
Expected Minimum Lease rentals payable (Cars)
As at 31.03.2010 As at 31.03.2009
Upto 1 year 115 133
1 to 5 years - -
Total Minimum Lease Payments 115 133

95
Taj SATS Air Catering Ltd.

Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
9. Major components of deferred tax assets/liabilities arising on account of timing differences are:
Rs. ‘000
As at 31/03/2010 As at 31/03/2009
Deferred Tax Assets
- Provision for Employee Benefits 17,286 18,662
- Provision for doubtful debts and advances 12,826 8,167
- Others 664 1,478
Deferred Tax Liabilities
- Depreciation 103,096 102,129
Net Deferred Tax Liability 72,320 73,822

10. Managerial Remuneration under Section 198 of the Companies Act, 1956 (read with Sections 349 and 350
of the Companies Act, 1956):
Rs. ‘000

Current Year Previous Year


Salary 2,890 3,030
Perquisites 1,321 1,262
Contributions to Provident and Superannuation Funds 551 568
Commission 3,200 3,200
Total 7,962 8,060
• The above excludes provision for compensated absences and benefits under Gratuity and non-contributory
Superannuation benefits, which are determined through actuarial valuation and provided on an overall
basis for the Company.

Computation of net profit for commission payable to Directors


Rs. ‘000
Current Year Previous Year
Profit before tax as per the Profit and Loss Account 163,674 273,835
Add: Managerial Remuneration including commission to 8,762 8,560
non-whole-time directors
Add: Provision for doubtful advances and bad debts 14,121 5,306
Net Profit under section 349 of the Companies Act, 1956 186,557 287,701
Remuneration to Managing Director at 5% of the Net Profit 9,328 14,385
Amount Paid/Payable 7,962 8,060
Commission payable to the non-whole-time directors at 1% 1,865 2,877
of the Net Profit
Restricted by the Board of Directors to 800 500

96
Subsidiaries Accounts 2009-2010

Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
11. Benefits arising out of Duty Credit Scrips utilised for acquisition of fixed assets were being recognised as income
upto 31st March 2009. With effect from 1st April, 2009 such benefits are adjusted against the cost of the related
fixed assets. Consequently, other income upto 31st March, 2010 is lower by Rs. 1,423 thousands.
12. As the turnover of the Company includes sale of food and beverages, it is not possible to furnish quantity wise
details of turnover and consumption of food and beverages. The Company has applied for exemption from the
disclosure of quantity-wise details of turnover and consumption of food and beverages under Section 211(4)
of the Companies Act, 1956 to Department of Company Affairs, vide its letter dated 24th February, 2010. The
exemption for the year 2009-10 is yet to be received. The Company had been receiving similar exemptions for
earlier years.
13. Expenditure on Salaries, wages, bonus etc is after adjusting Rs. 6,156 thousands (Previous Year: Rs. 1,612
thousands) towards recoveries for staff deputed out of the Company.
14. (a) Value of imports on CIF Basis:
Rs. ‘000
Current Year Previous Year
Raw Materials 984 4,493
Capital Goods 5,396 16,751
Components & spare parts 3,819 2,254
(b) Consumption of imported and indigenous Materials and Stores and Spares and the percentage of each to
the total consumption:
Current Year Previous Year
Value % of Total Value % of Total
Rs. ‘000 Consumption Rs. ‘000 Consumption
(i) Raw Materials Consumed
Imported 984 1% 4,493 1%
Indigenous 514,696 99% 520,879 99%
Total 515,680 100% 525,372 100%
(ii) Stores and Spares Consumed
Imported 3,819 3% 2,254 9%
Indigenous 121,166 97% 22,194 91%
Total 124,985 100% 24,448 100%
15. Rs. ‘000
Current Year Previous Year
Earnings in Foreign Exchange:
755,823 833,814
(On accrual basis and as certified by the Management)

Earnings in foreign exchange represent amounts received/receivable by the Company from International Airlines,
charters, diplomatic missions etc. in Indian Rupees out of their repatriable funds and includes settlements made
in foreign currency by the customers.

97
Taj SATS Air Catering Ltd.

Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
16. Expenditure in Foreign Currency:
Rs. ‘000
Current Year Previous Year
Passage and Travelling 952 738
Membership and Subscription 16 73
Commission to non-whole-time directors 345 409
Interest Nil 607
Staff deputed from SATS 5,001 7,132

17. Net Remittances during the year in foreign currency on account of dividend to shareholders:
Final Dividend
Particulars Current Year Previous Year
Year to which the Dividend relates - 2007-08
Number of Non-Resident Shareholders Nil 1
Number of Ordinary Shares held by a Non-Resident Nil 85,26,000
Shareholder
Gross Amount of Dividend (Rs. ‘000) Nil 12,789
Net Amount of Dividend (Rs. ‘000) Nil 12,789
Interim Dividend
Particulars Current Year Previous Year
Year to which the Dividend relates 2008-09 2008-09
Number of Non-Resident Shareholders 1 1
Number of Ordinary Shares held by a Non-Resident 85,26,000 85,26,000
Shareholder
Gross Amount of Dividend (Rs. ‘000) 12,789 25,578
Net Amount of Dividend (Rs. ‘000) 12,789 25,578
18. The Company operates in one business segment, which is Airline and Allied Catering and one geographical
segment i.e. within India. Hence, no segment wise information is required to be disclosed as per AS-17 on
“Segment Reporting” as notified under The Companies (Accounting Standards) Rules, 2006.
19. Earnings Per Share (EPS):
Current Year Previous Year
Profit after tax as per Profit and Loss Account (Rs. ‘000) 105,776 175,147
Number of Equity Shares as on 31st March 17,400,000 17,400,000
Basic and Diluted Earnings Per Share (EPS) Rs. 6.08 Rs. 10.07
(Face value per share Rs. 10/-)
20. a) There is no Interest paid/payable/accrued and unpaid during the current year as well as the previous year by
the Company to suppliers covered under Micro, Small and Medium Enterprises Development Act, 2006.
b) The above information takes into account only those suppliers who have responded to the enquiries made
by the Company for this purpose.

98
Subsidiaries Accounts 2009-2010

Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
21. Employee Benefits
a) Defined Benefit Plans - As per Actuarial Valuation on 31st March, 2010
1) Details of Employees Superannuation Scheme (Un-funded)
i) Amount to be recognised in Balance Sheet and Movement in net liability.
Rs. ‘000
Particulars As at 31.03.2010 As at 31.03.2009
Present Value of Unfunded Obligation 3,393 3,730
ii) Expenses recognised in the Profit and Loss Account :
Rs. ‘000
Particulars Current Year Previous Year
Current Service Cost 155 172
Interest on Defined Benefit Obligation 272 325
Net Actuarial (Gains)/ Losses recognised during the year (764) 736
Net (income)/expenses included in payments to and provision (337) 1,233
of employees
iii) Reconciliation of Benefit Obligation :
Rs. ‘000
Particulars Current Year Previous Year
Opening Defined Benefit Obligation 3,730 3,975
Current Service Cost 155 172
Interest Cost 272 325
Actuarial (Gain)/Loss (764) 736
Benefits Paid Nil (1,478)
Closing Defined Benefit Obligation 3,393 3,730
iv) Experience Adjustments :
Rs. ‘000
Year Ended
31 Mar 07 31 Mar 08 31 Mar 09 31 Mar 10
Defined Benefit Obligation 3,405 3,975 3,730 3,393
Deficit (4,405) (3,975) (3,730) (3,393)
Experience adjustment on Plan Liabilities - 60 111 (265)
v) Summary of Actuarial Assumptions :
Particulars Current Year (%) Previous Year (%)
Discount Rate 8.15 7
Salary Escalation Rate 5 5
Attrition Rate Age (Years):
21-44 Years 2 2
45 & Above 1 1
Mortality in service Published rates under the LIC (1994-96) mortality tables
Mortality in retirement UK published PA (90) annuity rates
Retirement Age Varies between 55 to 60

99
Taj SATS Air Catering Ltd.

Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
b. Details of Gratuity Plans are as follows
i. Amount to be recognised in Balance Sheet and Movement in net liability
Rs. '000
As at As at
Particulars
31.03.2010 31.03.2009
Present Value of Funded Obligation 169,077 164,851
Fair value of Plan Assets (183,251) (125,797)
Amount not recognized as an (Limit an Para 59(b)) 243 Nil
Net (Asset) / Liability recognised in the Balance Sheet (13,931) 39,054

ii. Expenses recognized in the Profit and Loss Account


Rs. '000
Particulars Current Year Previous Year
Current Service Cost 10,453 8,427
Interest on Detined Benefit Obligation 11,860 11,210
Expected Return to plan Assets (9,519) (9,864)
Net Actuarial (Gains / Losses recognised during the year (27,022) 29,280
Limit in Para 59(b) 243 Nil
Net expenses included in payments to and provision of employees (13,985) 39,053
Actual return on Plan Assets 27,858 (12,671)

iii. Reconciliation of Benefit Obligation


Rs. '000
Particulars Current Year Previous Year
Opening Delined Benefit Obligation 164,851 141,207
Current Service Cost 10,453 8,427
Interest Cost 11,860 11,210
Actuarial (Gain) / Loss (8,683) 6,746
Benefits Paid (9,404) (2,739)
Closing Delined Benefit Obligation 169,077 164,851

iv. Reconciliation of Fair Value of Plan Assets:


Rs. '000
Particulars Current Year Previous Year
Opening Fair Value of Plan Assets 125,797 135,548
Expected Return on Plan Assets 9,519 9,864
Actuarial Gains / (Losses) 18,339 (22,534)
Contributions by Exployer 39,000 5,638
Benefits Paid (9,404) (2,739)
Closing Fair Value of Plan Assets 183,251 125,797
Expected Employers Contribution for Next Year Nil 14,000

100
Subsidiaries Accounts 2009-2010

Notes to the Balance Sheet as at 31st March, 2010 and the Profit and Loss Account for
the year ended 31st March, 2010
v. Description of Plan Assets :
Rs. '000
Particulars Current Year Previous Year
Insurer Managed Funds - Equity 17 15
Insurer Managed Funds - Debt 82 84
Balance in current account with scheduled Bank 1 1
Other - -
Benefits Paid (9,404) (2,739)
vi. Experience Adjustments :
Rs. '000
Particulars Year Ended
31 Mar 06 31 Mar 07 31 Mar 08 31 Mar 09 31 Mar 10
Defined Benefit Obligation 103,515 111,207 141851 164,851 169,077
Plan - Assets 99,432 118,184 125797 125,797 183,251
Deficit / Sirplus (4,083) 7,023 (39,054) (39,054) 14,174
Experience Adjustment on Plan
- 6,212 (5,181) (5,181) 8393
Liabilities
Experience Adjustment on Plan
- 7,860 (22,531) (22,534) 18339
Assets
vii. Summary of Actuarial Assumptions :
Rs. '000
Particulars Current Year Previous Year
Discount Rate 8.15 7
Expected Rate of Return on Assets 7.50 7.50
Salary Escalation Rate 5 5
Attribution Rate Age (Years) : - -
21+44 Years 2 2
35 & Above 1 1
Mortality Published rates under the LIC (1994-96)
mortality tables
Retirement age Varies between 55 to 60
All of the above information is as certified by the Actuary and accepted by the auditors.
(b) The estimates of future salary increase, considered in actuarial valuation, take account of inflation,
seniority, promotion and other relevant factors.
(c) Expected rate of return on plan assets is taken on the basis of the average long term rate of return expected
on investments of the Gratuity Fund during the estimated term of the obligation.
(d) The Company has recognised the following amounts in the Profit and Loss Account under Company’s
contribution to Provident Fund and other funds:
Rs. ‘000
Particulars Current Year Previous Year
Provident Fund 14,653 14,096
Superannuation Fund 1,955 5,987
Total 16,608 20,083

101
Taj SATS Air Catering Ltd.

22. Related Party Transactions:


List of Related Parties:
Holding Company The Indian Hotels Company Limited (IHCL)
Fellow Subsidiary United Hotels Limited (UHL)
(with whom transactions have
taken place during the year)
Joint Venture Partner Singapore Airport Terminal Services Ltd. (SATS)
Holding Company of JV Partner Singapore Airlines (SIA) (Upto 30th September, 2009)
Key Management Personnel Mr. Mehernosh Kapadia (Managing Director)
Transactions with Related Parties:
Rs. ‘000
Holding Company Current Year Previous Year
Purchase of Goods 447 34
Purchase of Services 16,848 16,690
Sale of Goods 814 3,422
Sale of Services 518 411
Interest Paid Nil 636
Dividends Paid 13,311 39,933
Inter Company Deposit Taken Nil 30,000
Inter Company Deposit Repaid Nil 30,000
Balance Payable 22,459 22,850
Rs. ‘000
Fellow Subsidiary
Sale of Goods 70 18
Purchase of Services 5 17
Balance Receivable 287 52
Rs. ‘000
Joint Venture Partner
Purchase of Goods 2,017 1,158
Purchase of Services 5,001 7,901
Dividends Paid 12,789 38,367
Sales of Goods 1,418 1,538
Balance Receivable 695 827
Rs. ‘000
Holding Company of Joint Venture Partner
Sale of Goods 58,489 112,532
Balance Receivable Not Applicable 9,515
Rs. ‘000
Managerial Remuneration 7,962 8,060

23. The figures in respect of the previous year have been regrouped wherever necessary.
24. All figures are rounded off to the nearest rupees thousands.
For and on behalf of the Board
Mehernosh Kapadia Anil P. Goel
Managing Director Director
Mohit Gupta
General Manager Finance
Mumbai, 17th May, 2010 & Company Secretary

102
Subsidiaries Accounts 2009-2010

INFORMATION PURSUANT TO PART IV OF SCHEDULE VI OF THE COMPANIES ACT, 1956


BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL BUSINESS PROFILE
I REGISTRATION DETAILS :
Registration No. : 133177
State Code : 11
Balance Sheet date : 31st March, 2010
II CAPITAL RAISED DURING THE YEAR Rupees’000
Public Issue -
Rights Issue -
Bonus Issue -
Private Placement - (Pursuant to Joint Venture Formation) -
III POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS
Total Liabilities 2,354,958
Total Assets 2,354,958
Sources of Funds -
Paid-up Capital 174,000
Share Application -
Reserves and Surplus 1,957,332
Secured Loans 151,306
Unsecured Loans -
Dues to Holding Company and its Affiliates -
Deferred Tax Liability 72,320
Total 2,354,958
Application of Funds -
Net Fixed Assets 2,058,511
Funds held in HSBC Escrow Account -
Investments 300
Net Current Assets 296,147
Miscellaneous Expenditure -
Accumulated Losses -
Total 2,354,958
IV PERFORMANCE OF THE COMPANY
a. Turnover 1,930,644
(as per the audited profit and loss account)
b. Total Expenditure 1,766,970
c. Profit before tax and exceptional items 163,674
d. Profit before tax and after exceptional items 163,674
e. Profit after tax 105,776
f . Basic and Diluted Earning per share (face value of Rs. 10/-) 6.08
g. Dividend rate (%) NIL %
V PRODUCTS OF THE COMPANY
Generic Names of Principal Products/Services of the Company
(as per monetary terms)
Product Description Item Code No. (ITC Code)
Airline and Allied Catering Not Applicable

103
Roots Corporation Limited

Directors and Company Information

Roots Corporation Limited

Board of Directors
Raymond N. Bickson
Anil P. Goel
Ajoy Kumar Misra
Prabhat Pani

Company Secretary
Dhanraj Mulki

Auditors
M/s. Deloitte Haskins & Sells
Chartered Accountants

Bankers
Axis Bank Limited
ICICI Bank Limited
State Bank of India

Registered Office
Godrej & Boyce Complex,
Gate No. 8, Plant No. 13 Office Building,
Vikroli (East),
Mumbai - 400 079

104
Subsidiaries Accounts 2009-2010

DIRECTORS' REPORT
TO THE MEMBERS
The Directors have pleasure in presenting the 7th Annual Report of the Company together with the Audited Profit and
Loss Account for the year ended March 31, 2010 and the Balance Sheet as at that date.

FINANCIAL RESULTS
2009-10 2008-09
Particulars Rs '000 Rs '000
Total income 582,307 388,354
less: Operating expenses 478,345 395,749
Profit / (loss) before Exceptional Items 103,962 (7,395)
Exceptional Items
Profit on disposal of a hotel 57,224 -
Profit / (loss) before interest, depreciation and tax 161,186 (7,395)
less: Depreciation 108,460 75,201
less: Interest (net) 76,850 138,549
Loss before tax (24,124) (221,145)
less: Provision for fringe benefit tax - 1,960
Loss after tax (24,124) (223,105)

INCOME
The Company generated total income of Rs. 582,307 thousand which was 50 % higher than in 2008-09 primarily due
to improved occupancy and addition of 4 new Ginger hotels during the year. The majority of the Company’s income
is from room sales which accounts for 92% of total income.

EXPENSES
The total operating expenditure of the Company was Rs. 478,345 thousand, 21% higher than 2008-09 due to the
increased scale of operations during the year.
Depreciation for the year of Rs. 108,460 thousand was 44% higher than previous year and net interest cost of
Rs. 76,850 thousand was 45% lower than 2008-09.

BUSINESS OVERVIEW
Operations
2009-10 has seen a further rise in the presence of Ginger hotels across the country. Four properties have been added
since April, 2009. The Durgapur property was sold on 26 November, 2009 pursuant to the approval by the members
at the extraordinary general meeting on 16 November, 2009 yielding a profit on disposal of Rs. 5.72 crores. The
Company had a year-end inventory of 20 hotels (with a room inventory of approximately 1,985 rooms) and in addition
one hotel under Management contract, with a room inventory of 54.
Due to heightened security situation, your Company has deployed hand-held metal detectors at all Ginger locations,

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Roots Corporation Limited

while a Baggage screening scanner has been installed at Ginger Rail Yatri Niwas, New Delhi, in view of the vulnerability
of the location.
In recent months, your Company has been focusing upon offering of improved F&B services to customers. Besides
a tie-up with new F&B specialized players such as Foodies et al and Khaaja Chhowk for the new properties in Pune-
Wakad and Surat respectively, which has led to extremely positive feedback from customers, your Company has
identified other parties like Delhi Durbar, Foodlinks, Nirulas and Anjappars for future partnership options.
Nine Ginger units are now certified under HACCP norms, and an additional ten units have successfully completed the
first stage audit as per Food Safety guidelines. All new hotels have commenced operations with Tata-Sky as the head-
end TV content partner, starting with Jamshedpur and Surat. Ginger Guwahati and Ahmedabad are now classified as
3-Star hotels.
With a view to establish credentials on its high environment-consciousness, your Company’s new hotel in Chennai is
likely to be the first hotel in India in which will exclusively use LED lamps in place of the currently-used CFL lamps.
Use of re-cycled water from the Sewage Treatment Plant has been made mandatory for gardening purposes in those
hotels which have a garden patch.

Sales and Marketing


600 National accounts have been contracted by your Company till March, 2010 and the current Corporate penetration
at a steady 45-50% has ensured base-level occupancy in all ‘business’ locations. The focus at the units and the source
markets continues to be on getting permanent rooms, long-stay business, Groups and conferences from the Corporate
segment. The volume of business from the travel segment (both on-line and traditional) for your Company has also
shown a healthy increase in the recent months and the penetration is currently in the region of 5%. The volume of
business is showing steady increase month-on-month from new Online Travel Agents like Expedia, Agoda, Priceline
and HRS. The ‘season’ in 2009-10 also saw a healthy increase in business for your Company for leisure locations such
as Goa, Pondicherry, Mysore and Haridwar from the traditional travel agents.
Marketing efforts of your Company have focused upon obtaining business through the low-cost methods like alliances,
co-promotions, web-booking and use of the call centre. Ginger web-site averaged about 30,000 page views per day and
10,000 visitors per day in the last few months of 2009-10. This has increased to average room night reservation of 5000
per month, peaking in December, 2009 at 6300 rooms. Call centre bookings have increased to over 2000 room-nights
per month, peaking at 2350 rooms in December, 2009.
A new and improved Ginger website, using Web 2.0 technology, has been made live. Bookings for rooms in Ginger
Hotels can now be made on the mobile-phone by making a credit card payment, through a tie-up with NGPay Mobile
Mall.

Expansion
Your Company had 21 operational hotels on March 31, 2010, at Bangalore, Haridwar, Bhubaneswar, Mysore,
Trivandrum, Pune-Pimpri, Nashik, Agartala, Pondicherry, Baroda, Pant Nagar, New Delhi, Panaji (Goa), Ludhiana,
Ahmedabad, Mangalore, Guwahati, Jamshedpur, Pune-Wakad, Surat and Durg. Further projects are at various stages
of construction at Chennai, Indore, Delhi (Vivek Vihar), Bangalore (Koramangala), Manesar and Tirupur.
Your Company has continued to use a flexible business model to proliferate across India - While Jamshedpur and
Guwahati hotels have been green-field projects on leased land, the Surat property consists of the lease of a bare-shell
built by the land-owner to Ginger specifications. Your Company has also signed Management contracts for Ginger
hotels in Lucknow, Chandigarh and Amritsar.

DIVIDEND
Consequent to the loss incurred during the financial year, no dividend is proposed.

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Subsidiaries Accounts 2009-2010

BORROWING
As at 31 March 2010, your Company had an outstanding balance of Rs 908,790 thousand on the SBI Term Loan. In
addition the Company had short term interCompany borrowings of Rs 433,500 thousand.

CAPITAL EXPENDITURE
During the year under review, the Company incurred Rs 613,631 thousand towards capital expenditure.

DIRECTORS
In accordance with the Companies Act, 1956, and the Articles of Association of the Company, one of your Directors,
viz., Mr. Ajoy Kumar Misra retires by rotation, and is eligible for re-appointment.

AUDITORS
The auditors in their report have made certain observations which are self explanatory, and therefore, in the opinion of
the directors do not call for any further explanation.
The members are requested to re-appoint M/s Deloitte Haskins & Sells, Chartered Accountants, Ahmedabad as
Auditors for 2010-11 and authorize the Board of Directors to fix their remuneration.

AUDIT COMMITTEE
Pursuant to the provisions of Section 292A of the Companies Act, 1956, the Company has an Audit Committee. The
Committee comprises of Mr. Raymond N. Bickson, Mr. Anil P. Goel and Mr. Ajoy K. Misra.

CONSERVATION OF ENERGY
Ginger hotels have been designed to optimise the utilisation of energy and reduce energy costs.

FOREIGN EXCHANGE EARNINGS AND OUTGO


As required under section 217(1)(e) of the Companies Act, 1956, read with rule 2 of the Companies (Disclosure of
Particulars in the Report of the Board of Directors) Rules, 1988, the information relating to foreign exchange earnings
and outgo is stated in Note No. 14 of Schedule 9 of the notes to the Balance Sheet and Profit and Loss Account.

EMPLOYEES
As required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules 1975, a statement of information relating to employees has been given in the Annexure to the Report and forms
a part of it.
The Board places on record its appreciation to all the employees of the Company for their efforts during the period
under review.

STATEMENT OF DIRECTORS’ RESPONSIBILITY


Pursuant to the provisions of section 217(2AA) of the Companies Act, 1956, the Board of Directors based on
the representations received from the Operating Management hereby confirms that:
1. In the preparation of the annual accounts, the applicable accounting standards have been followed and that there
have been no material departures;
2. It has, in the selection of the accounting policies, consulted the Statutory Auditors and has applied them
consistently and made judgements and estimates that are reasonable and prudent, so at to give a true and fair view
of the state of affairs of the Company as at March 31, 2009 and of the loss of the Company for that period;

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Roots Corporation Limited

3. It has taken proper and sufficient care 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 preventing and
detecting fraud and other irregularities to the best of its knowledge and ability. There are however, inherent
limitations, which should be recognised while relying on any system of internal controls and records; and
4. It has prepared the annual accounts on a going concern basis.

On behalf of the Board of Directors


Registered Office:
Godrej & Boyce Complex
Raymond N Bickson Gate No 8, Plant No. 13
Chairman Office Building
Mumbai Vikhroli (East)
11th May 2010 Mumbai - 400079

108
Subsidiaries Accounts 2009-2010

Auditors' Report
TO THE MEMBERS OF ROOTS CORPORATION LIMITED
1. We have audited attached Balance Sheet of ROOTS CORPORATION LIMITED ("the Company") as at 31st
March, 2010, the Profit and Loss Account and the Cash Flow Statement of the Company for the year ended on
that date, both annexed thereto. These financial statements are the responsibility of the Company's Management.
Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatements. An audit includes examining, on a test basis, evidence supporting the amounts
and the disclosures in the financial statements. An audit also includes assessing the accounting principles used
and the significant estimates made by the Management, as well as evaluating the overall financial statement
presentation. We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 (CARO) issued by the Central Government in
terms of Section 227(4A) of the Companies Act, 1956, we give in the Annexure a statement on the matters
specified in paragraphs 4 and 5 of the said Order.
4. Without qualifying our opinion, we invite attention to Note 12(3) of Schedule 9 regarding managerial
remuneration which is subject to Central Government approval.
5. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:
i) we have obtained all the information and explanations which to the best of our knowledge and belief were
necessary for the purposes of our audit;
ii) in our opinion, proper books of account as required by law have been kept by the Company so far as it
appears from our examination of those books;
iii) the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this report are
in agreement with the books of account;
iv) in our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with
by this report are in compliance with the Accounting Standards referred to in Section 211(3C) of the
Companies Act, 1956;
v) in our opinion and to the best of our information and according to the explanations given to us, the said
accounts give the information required by the Companies Act, 1956, 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 31st March, 2010;
b) in the case of the Profit and Loss Account, of the loss of the Company for the year ended on that date
and
c) in the case of the Cash Flow Statement, of the cash flows of the Company for the year ended on that
date.
6. On the basis of the written representations received from the Directors as on 31st March, 2010 and taken on
record by the Board of Directors, we report that none of the Directors is disqualified as on 31st March, 2010 from
being appointed as a director in terms of Section 274(1)(g) of the Companies Act, 1956.
For DELOITTE HASKINS & SELLS
Chartered Accountants
(Registration No. 117365W)

Z. F. Billimoria
Partner
Mumbai, 11th May, 2010 (Membership No. 42791)

109
Roots Corporation Limited

Annexure to the Auditors' Report


(Referred to in paragraph 3 of our report of even date)

i) Having regard to the nature of the Company's business / activities / result / transactions etc., clauses (ix), (xiii),
(xiv), (xv), (xvi), (xix), (xx) and (xxi) of CARO are not applicable.
ii) In respect of its fixed assets:
a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of the fixed assets.
b) The fixed assets were physically verified during the year by the Management in accordnace with a regular
programme of verification which, in our opinion, provides for physical verification of all the fixed assets at
reasonable intervals. According to the information and explanation given to us, no material discrepancies
were noticed on such verification.
c) The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of the fixed
assets of the Company and such disposal has, in our opinion, not affected the going concern status of the
Company.
iii) In respect of its inventory:
a) As explained to us, the inventories were physically verified during the year by the Management at reasonable
intervals.
b) In our opinion and according to the information and explanation given to us, the procedures of physical
verification of inventories followed by the Management were reasonable and adequate in relation to the
size of the Company and the nature of its business.
c) In our opinion and according to the information and explanations given to us, the Company has maintained
proper records of its inventories and no material discrepancies were noticed on physical verification.
iv) In respect of loans, secured or unsecured, granted by the Company to companies, firms or other parties covered
in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and
explanations given to us:
a) The Company has granted loans aggregating Rs. 100,000 thousand to one party during the year. At the
year-end, the outstanding balances of such loans aggregated Rs. Nil and the maximum amount involved
during the year was Rs. 100,000 thousand (number of party-one).
b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not
prejudicial to the interests of the Company.
c) The receipts of principal amounts and interest have been regular.
v) In respect of loans, secured or unsecured, taken by the Company from companies, firms or other parties covered
in the Register maintained under Section 301 of the Companies Act, 1956, according to the information and
explanations given to us:
a) The Company has taken loans aggregating Rs. 225,000 thousand from three parties during the year. At the
year-end, the outstanding balance of such loans taken aggregated Rs. 178,500 thousand and the maximum
amount involved during the year was Rs. 225,000 thousand (number of parties - three).
b) The rate of interest and other terms and conditions of such loans are, in our opinion, prima facie not
prejudicial to the interests of the Company.
c) The payments of principal amounts and interest in respect of such loans are regular / as per stipulations.

110
Subsidiaries Accounts 2009-2010

vi) In our opinion and according to the information and explanations give to us, there is an adequate internal control
system commensurate with the size of the Company and the nature of its business with regard to purchases
of inventory and fixed assets and the sale of goods and services. During the course of our audit, we have not
observed any major weakness in such internal control system.
vii) To the best of our knowledge and belief and according to the information and explanations given to us, there are
no transactions which are required to be entered in the Register maintained under Section 301 of the Companies
Act, 1956.
viii) According to the information and explanations given to us, the Company has not accepted any deposit from the
public within meaning of Sections 58A & 58AA or any other relevant provisions of the Companies Act, 1956.
ix) In our opinion, the internal audit functions carried out during the year by a firm of Chartered Accountants
appointed by the Management have been commensurate with the size of the Company and the nature of its
business.
x) According to the information and explanations given to us in respect of statutory dues:
a) The Company has generally been regular in depositing undisputed dues, including Provident Fund,
Employees' State Insurance, Income-tax, Sales Tax, Wealth Tax, Service Tax, Custom Duty, Cess and other
material statutory dues applicable to it with the appropriate authorities.
b) There were no undisputed amounts payable in respect of Income-tax, Wealth Tax, Custom Duty, Cess and
other material statutory dues in arrears as at 31st March, 2010 for a period of more than six months from
the date they became payable, except luxury tax dues of Rs. 29,371 which has since been paid.
c) There were no dues of Income Tax, Service Tax, Custom Duty and Cess which were disputed.
xi) The accumulated losses of the Company at the end of the financial year are less than fifty percent of its net worth
and the Company has not incurred cash losses in the financial year. However, the Company had incurred cash
losses in the immediately preceeding financial year.
xii) In our opinion and according to the information and explanations given to us, the Company has not defaulted in
the repayment of dues to a bank.
xiii) In our opinion and according to the information and explanations given to us, the term loans have been applied
for the purposes for which they were obtained.
xiv) In our opinion and according to the information and explanations given to us and on an overall examination of
the Balance Sheet, we report that funds raised on short-term basis amounting to Rs. 422,390 thousand have been
used during the year for long-term investment.
xv) To the best of our knowledge and according to the information and explanations given to us, no fraud by and on
the Company has been noticed or reported during the year.

For DELOITTE HASKINS & SELLS


Chartered Accountants
(Registration No. 117365W)

Z. F. Billimoria
Partner
(Membership No. 42791)
Mumbai, 11th May, 2010

111
Roots Corporation Limited

Balance Sheet as at 31st March, 2010


Rs.'000
As at 31st As at 31st
Schedule
March, 2010 March, 2009
SOURCES OF FUNDS
Shareholders' Funds
Share Capital 1 1,910,000 1,910,000
Loan Funds
Secured Loans 2 908,790 991,337
Unsecured Loans 3 433,500 -
1,342,290 991,337
TOTAL 3,252,290 2,901,337
APPLICATION OF FUNDS
Fixed Assets 4
Gross Block 2,632,275 2,149,053
Less : Depreciation/Amortisation 240,575 145,639
Net Block 2,391,700 2,003,414
Capital work-in-progress (including Capital
125,726 210,915
Advance)
Long Term Deposits 41,607 28,986
Current Assets, Loans and Advances 5
Inventories 17,835 14,405
Sundry Debtors 43,064 25,440
Cash and Bank Balances 31,696 44,007
Loans and Advances 415,672 371,553
508,267 455,405
Less: Current Liabilities and Provisions 6
Liabilities 276,686 237,835
Provisions 9,911 7,011
286,597 244,846
Net current assets 221,670 210,559
Profit and Loss Account balance 471,587 447,463
TOTAL 3,252,290 2,901,337
The acCompanying notes form an integral part of
9
the Balance Sheet

In terms of our report attached. For and on behalf of the Board of Directors
For DELOITTE HASKINS & SELLS Raymond N Bickson
Directors
Chartered Accountants Anil P. Goel

Z. F. Billimoria Prabhat K. Pani


Partner Whole Time Director
& Chief Executive Officer
Mumbai, 11th May, 2010 Dhanraj Mulki
Company Secretary

112
Subsidiaries Accounts 2009-2010

Profit and Loss Account for the year ended 31st March, 2010
Rs.'000
Schedule Current Year Previous Year
INCOME
Rooms, Restaurants and Other Income 7 582,307 388,354
EXPENDITURE
Operating and General Expenses 8 513,403 463,779
Depreciation/ Amortisation 108,460 75,201
Interest (net) (Refer Note 7 of Schedule 9) 76,850 138,549
TOTAL EXPENDITURE 698,713 677,529
Less : Expenditure, other than interest, during construction period
35,058 68,030
transferred to fixed assets
663,655 609,499
LOSS BEFORE EXCEPTIONAL ITEM & TAX (81,348) (221,145)
Exceptional Item (Refer Note 16 of Schedule 9) 57,224 -
LOSS BEFORE TAX (24,124) (221,145)
Less : Provision for fringe benefit tax (includes interest Rs. NIL;
- 1,960
Previous Year Rs. 4 thousand)
LOSS AFTER TAX (24,124) (223,105)
Add : Loss brought forward from previous year (447,463) (224,358)
Loss carried forward (471,587) (447,463)
Basic and diluted earnings per share (Rs.) (2.08) (4.73)
(Refer Note 17 of Schedule 9)
Face value per share (Rs.) 10 10
The accompanying notes form an integral part of the Profit and Loss
9
Account

In terms of our report attached. For and on behalf of the Board of Directors
For DELOITTE HASKINS & SELLS Raymond N Bickson
Directors
Chartered Accountants Anil P. Goel

Z. F. Billimoria Prabhat K. Pani


Partner Whole Time Director
& Chief Executive Officer
Mumbai, 11th May, 2010 Dhanraj Mulki
Company Secretary

113
Roots Corporation Limited

Cash Flow Statement for the year ended 31st March, 2010
Rs.'000
Current year Previous year
CASH FLOW FROM OPERATING ACTIVITIES
Net loss before tax (24,124)
Adjustments For :
Interest expense (net) 76,850 138,549
Depreciation 108,460 75,201
Provision for Doubtful debts and Advances 1,000 4,381
Provision for employee benefits 2,900 851
Loss on sale of fixed assets 834 221
Profit on Sale of a Hotel (57,224) -
132,820 219,203
Operating profit /(loss)before working capital changes 108,696 (1,942)
Adjustments For :
Trade Receivables (19,585) (6,099)
Loans and Advances (14,621) (390)
Inventories (3,430) (4,875)
Trade Payable 38,851 19,923
1,215 8,559
Cash generated from operations 109,911 6,617
Direct taxes paid (7,718) (8,583)
Net cash from/ (used in) operating activities 102,193 (1,966)
CASH FLOW FROM INVESTING ACTIVITIES
Purchase of fixed assets (Includes Capital Work-in-progress) (515,446) (537,278)
Sale of fixed assets 404 297
Proceeds from Sale of a Hotel 159,875 -
Deposits placed with the Companies (160,000) (310,000)
Deposits repaid by the Companies 145,000 -
Long Term Deposits placed (12,621) (17,740)
Interest received on deposits 22,740 3,629
Net cash used in investing activities (360,048) (861,092)
CASH FLOW FROM FINANCING ACTIVITIES
Interest paid (Net of Interest Capitalised) (107,880) (176,623)
Proceeds from long term borrowings 433,500 -
Repayment of long term borrowings (80,000) (20,000)
Repayment of Finance Lease (76) (171)
Repayment of short term borrowings - (505,000)
Preference Share Capital Issued - 1,400,000
Net cash from financing activities 245,544 698,206
Net decrease in cash and cash equivalents (12,311) (164,852)
Opening Cash and cash equivalents - as per Schedule 5 44,007 208,859
Closing Cash and cash equivalents - as per Schedule 5 31,696 44,007
12,311 164,852

In terms of our report attached. For and on behalf of the Board of Directors
For DELOITTE HASKINS & SELLS Raymond N. Bickson
Directors
Chartered Accountants Anil P. Goel
Z. F. Billimoria Prabhat K. Pani
Partner Whole Time Director
& Chief Executive Officer
Mumbai, 11th May, 2010 Dhanraj Mulki
Company Secretary

114
Subsidiaries Accounts 2009-2010

Schedule forming part of Balance Sheet as 31st March, 2010


Schedule 1 : Share Capital
Rs.'000
As at 31st As at 31st
March, 2010 March, 2009
SHARE CAPITAL
Authorised
Equity Shares
100,000,000 Ordinary Shares of Rs. 10/- each 1,000,000 1,000,000
Preference Shares
15,000,000 5 % Cumulative Convertible Preference Shares of Rs. 100/- each 1,500,000 1,500,000

Issued, subscribed and paid-up


Equity Share Capital
51,000,000 (previous year 51,000,000) ordinary shares of Rs. 10/- each 510,000 510,000
All shares are held by The Indian Hotels Company Limited, the holding company.

Preference Share Capital


14,000,000 (previous year 14,000,000) 5 % Cumulative Convertible Preference
1,400,000 1,400,000
Shares of Rs. 100/- each
(Refer Note 2 of Schedule 9) 1,910,000 1,910,000

Schedule 2 : Secured Loans Rs.'000


As at 31st As at 31st
March, 2010 March, 2009
Long term loan from a bank 900,000 980,000
(Secured against all movable assets of the Company; present and future)
Interest accrued and due on above 8,790 11,261
Others (Finance Lease) (Refer Note 6 of Schedule 9) - 76
TOTAL 908,790 991,337
(Repayable within one year Rs 88,790 thousand; previous year Rs. 91,337
thousand)

Schedule 3 : Unsecured Loans Rs.'000


As at 31st As at 31st
March, 2010 March, 2009
Inter Corporate Deposits 433,500 -
TOTAL 433,500 -

115
Roots Corporation Limited

Schedule forming part of Balance Sheet as 31st March, 2010


SCHEDULE 4 : FIXED ASSETS (At Costs)
Gross Block Accumulated Depreciation/Amortisation Net Block
Addi- Deduc- As As at
As at 1st As at 31st Charge As at 31st As at 31st
Particulars tions / tions/ at 1st Deduc- 31st
April, March, for the March, March,
Adjust- Adjust- April, tions March,
2009 2010 year 2010 2009
ments ments 2009 2010
TANGIBLE ASSETS
1 Freehold Land
CY 136,549 13,844 - 150,393 - - - - 150,393 136,549
(Refer Note 2 )
PY 114,242 22,307 - 136,549 - - - - 136,549 114,242
2 Leasehold Land
CY 121,208 - 21,510 99,698 2,489 1,704 196 3,997 95,701 118,719
(Refer Notes 2 & 5)
PY 129,541 - 8,333 121,208 755 1,734 - 2,489 118,719 128,786
3 Buildings
a Hotel Building
CY 985,049 254,195 68,546 1,170,698 29,006 21,384 2,979 47,411 1,123,287 956,043
(Refer Notes 1 & 6)
PY 641,157 346,490 2,598 985,049 14,825 14,192 11 29,006 956,043 626,332
b Improvements to
CY 276,416 171,744 - 448,160 10,772 15,261 - 26,033 422,127 265,644
leasehold buildings
PY 49,143 227,273 - 276,416 2,018 8,754 - 10,772 265,644 47,125
Total Buildings CY 1,261,465 425,939 68,546 1,618,858 39,778 36,645 2,979 73,444 1,545,414 1,221,687
PY 690,300 573,763 2,598 1,261,465 16,843 22,946 11 39,778 1,221,687 673,457
4 Plant, Machinery
CY 501,693 135,037 34,087 602,643 65,637 45,347 6,507 104,477 498,166 436,056
& Office Equipment
(Refer Note 3) PY 346,315 155,471 93 501,693 32,064 33,575 2 65,637 436,056 314,251
5 Furniture and
CY 122,451 35,189 6,039 151,601 37,124 24,628 3,742 58,010 93,591 85,327
Fixtures
PY 71,424 51,027 - 122,451 20,770 16,354 - 37,124 85,327 50,654
INTANGIBLE ASSET
6 Computer Software CY 5,687 3,622 227 9,082 611 136 100 647 8,435 5,076
PY 382 5,305 - 5,687 19 592 - 611 5,076 363
Total CY 2,149,053 613,631 130,409 2,632,275 145,639 108,460 13,524 240,575 2,391,700 2,003,414
PY 1,352,204 807,873 11,024 2,149,053 70,451 75,201 13 145,639 2,003,414 1,281,753

1 Buildings include Rs. 445,980 thousand (Previous Year Rs. 514,139 thousand) constructed on leasehold land.
2 During the year, Leasehold Land at Whitefield Bangalore amounting to Rs. 12,995 thousand which had been leased from The Karna-
taka Industrial Areas Development Board has been transferred in the name of the Company consequent to fulfilment of the conditions
and accordingly the same is reclassified as a Freehold Land.
3 Includes assets taken on finance lease ; Gross Block Rs. Nil (Previous Year Rs. 500 thousand), Accumulated Depreciation Rs. Nil
(Previous Year Rs. 120 thousand), Depreciation for the year Rs. Nil ( Previous Year Rs. 52 thousand ) & Net Block Rs. Nil (Previous
Year Rs. 380 thousand).
4 Capital Grants amount to Rs. 32,143 thousand (Previous Year Rs. 32,143) relating to certain Hotel projects has been reduced from
the Gross value of Fixed Assets.
5 Deduction to Leasehold Land in the previous year is due to reclassification.
6 Previous years deduction to hotel building includes Rs. 2,160 thousand due to reclassification.

116
Subsidiaries Accounts 2009-2010

Schedule forming part of Balance Sheet as 31st March, 2010


Schedule 5 : Current Assets, Loans and Advances Rs.'000
As at 31st March, 2010 As at 31st March, 2009
CURRENT ASSETS
INVENTORIES
Stores and operating supplies 17,835 14,405
SUNDRY DEBTORS (unsecured)
Outstanding over six months:
Considered good 3,085 4,146
Considered doubtful 2,867 906
5,952 5,052
Other debts ( Considered good) 39,979 21,294
45,931 26,346
Less : Provision for doubtful debts 2,867 906
43,064 25,440
CASH AND BANK BALANCE
Cash on hand (includes cheques on hand Rs.465
1,854 1,018
thousand; Previous Year Rs. 212 thousand )
Balances with Scheduled Banks:
In current account 28,105 8,619
In deposit account (includes interest accrued 1,737 34,370
Rs. 160 thousand previous year Rs. 363 thousand)
31,696 44,007
LOANS AND ADVANCES
(Unsecured, considered good)
Sundry deposits 19,566 19,665
Advance income tax paid 18,573 10,854
Advance Fringe Benefit Tax (net of provision) 366 366
Deposit with Companies * 325,000 310,000
363,505 340,885
Advances recoverable in cash or kind or for value
to be received
Considered good ** 52,167 30,668
Considered doubtful 2,621 3,582
54,788 34,250
Less: Provision for Advances 2,621 3,582
52,167 30,668
415,672 371,553
TOTAL 508,267 455,405

* Includes dues from other companies under same management within


meaning of Sec 370 (1) (B) of the Companies Act, 1956.
Taj Air Limited 325,000 210,000
Oriental Hotels Limited - 100,000
** Includes dues from other companies under same management within
meaning of Sec 370 (1) (B) of the Companies Act, 1956.
Taj Air Limited 13,040 5,057
Oriental Hotels Limited - 2,164

117
Roots Corporation Limited

Schedule forming part of Balance Sheet as 31st March, 2010


Schedule 6 : Current Liabilities and Provisions
Rs.'000
As at 31st As at 31st
March, 2010 March, 2009
CURRENT LIABILITIES
Total outstanding dues of micro and small enterprises - -
Total outstanding dues of creditors other than micro and small enterprises
190,277 164,350
(Refer Note 8 of Schedule 9)
Due to the holding company 31,539 19,616
Other liabilities 35,190 36,423
Advance collections against Reservations 19,680 17,446
276,686 237,835
PROVISIONS
Provision for Employee Benefits 9,911 7,011
9,911 7,011
TOTAL 286,597 244,846

Schedule 7 : Rooms, Restaurants and Other Income


Rs.'000
Current Year Previous Year
INCOME
Rooms, Restaurants and other Services 580,956 384,107
(Refer Note 9 of Schedule 9)
OTHER INCOME
Miscellaneous income 1,351 4,210
Foreign exchange gain (net) - 37
1,351 4,247
TOTAL 582,307 388,354

118
Subsidiaries Accounts 2009-2010

Schedule forming part of Balance Sheet as 31st March, 2010


Rs. '000'
Schedule 8 : Operating and General Expenses Current Year Previous Year
Operating expenses :
Payments to and provisions for employees: (Refer
Note 10 of Schedule 9)
Salaries, Wages, Bonus, etc. 96,367 84,883
Company's contribution to Provident and other
3,781 3,543
Funds
Retiring Gratuity 354 668
Staff Welfare Expenses [(Includes Rent Rs. 2,780
14,183 15,788
thousand (previous year 3,621 thousand)]
Reimbursement of Expenses on Personnel
563 4,425
Deputed to the Company
Payments to Contractors 13,994 11,644
129,242 120,951
Other operating expenses:
Linen & Room Supplies 82,910 71,040
Fuel, Power, Water 65,513 35,647
Collecting Agents' Commission 5,986 4,249
Cable / satellite TV Subscription 11,396 12,409
Travel Agents' Commission 242 365
Repairs to Buildings 10,046 4,960
Repairs to Machinery 7,377 4,904
Repairs to Others 19,193 8,634
Linen, Uniform, Washing & Laundry Expenses 16,745 6,736
219,408 148,944
General Expenses
Rent 50,582 22,835
License Fees 12,948 13,465
Rates & Taxes 7,862 5,254
Insurance 1,306 701
Advertising & Publicity 39,838 46,858
Printing & Stationery 6,313 4,367
Passage & Travelling 9,433 14,204
Loss on Sale of Fixed Assets 834 221
Expenses for increasing Share Capital - 11,906
Telephone Expenses 12,064 11,172
Legal & Professional Fees 12,823 49,089
Provision for Doubtful Debts/Bad Debts 2,422 1,838
Foreign exchange gain (net) 848 -
Provision for Advances - 3,582
Other expenses 4,288 5,304
Auditors' Remuneration
As Auditors 2,200 2,200
For Tax Audit 600 600
For Out of pocket expenses 104 -
Service tax 288 3,192 288 3,088
164,753 193,884
TOTAL 513,403 463,779

119
Roots Corporation Limited

Schedule 9: Notes to Accounts


1. Significant Accounting Policies
The financial statements have been prepared under the historical cost convention on an accrual basis and in
accordance with the generally accepted accounting principles in India and the applicable accounting standards
notified under the Companies (Accounting Standards) Rules, 2006. The preparation of financial statements
requires the Management of the Company to make estimates and assumptions that affect the reported balances
of assets and liabilities and disclosures relating to contingent liabilities as at the date of the Balance Sheet and
reported amounts of income and expenses during the year. The management believes that the estimates used
in the preparation of the financial statements are prudent and reasonable. Future results could differ from these
estimates. The significant accounting policies adopted in the presentation of the Accounts are as under:
a. Sales:
Sales comprise sale of rooms, allied services relating to hotel operations, including net income from
telecommunication services and revenue sharing fees for services outsourced. Revenue is recognised upon
rendering of the service. Revenue from Management Contracts is recognised as per terms of contract and
when there is reasonable certainty of collectability of revenue.
b. Fixed Assets:
Fixed assets are stated at cost less depreciation/amortisation and impairment loss, if any. Cost includes
purchase price, duties and any directly attributable cost of bringing the asset to its working condition for
intended use, including any borrowing costs.
c. Depreciation/Amortisation:
Depreciation on assets has been provided under the straight-line method at the rates specified in Schedule
XIV to the Companies Act, 1956.
In respect of Leasehold Land, amortisation is provided for from the date the land is put to use for commercial
operations over the balance period of the lease.
Assets (including leasehold improvements) constructed on leasehold land are depreciated over the term of
the lease as per the lease agreements, or as per straight-line method at the rates specified in Schedule XIV
to the Companies Act, 1956, whichever is higher, except where the Company has an option to convert the
leasehold land to freehold land and the conditions have been fulfilled.
Intangible assets in the form of Computer Software are amortised @ 16.21% on a straight-line basis.
d. Borrowing Costs:
Interest and other borrowing costs directly attributable to the acquisition and construction of qualifying
assets are capitalised. Other interest and borrowing costs are charged to revenue over the tenure of the
loan.
e. Inventories:
Stores and operating supplies are carried at cost (computed on weighted average basis) or Net Realisable
Value, whichever is lower.
f. Transactions in foreign exchange:
Transactions in foreign currencies are recorded at the exchange rates prevailing on the date of the transaction.
Monetary items denominated in foreign currencies and outstanding at the Balance Sheet date are translated
at the exchange rates prevailing at the year end. Non-monetary items denominated in foreign currencies are
carried at the exchange rate in force at the dates of the transactions. Exchange differences arising on foreign
currency transactions are recognised as income or expense in the year in which they arise.

120
Subsidiaries Accounts 2009-2010

Schedule 9: Notes to Accounts (Contd.)


g. Employee Benefits:
i) Provident Fund:
The Company’s Contribution to Recognised Employees’ Provident Fund scheme paid/payable during
the year is recognised in the Profit and Loss Account.
ii) Gratuity:
The Company accounts for the net present value of its obligations for gratuity benefits based on an
independent actuarial valuation, using the projected unit credit method carried out annually which
considers each period of service as giving rise to an additional unit of benefit entitlement and measures
each unit separately to build up the final obligation. Actuarial gains and losses are recognised immediately
in the Profit and Loss Account.
iii) Compensated Absence:
The Company has a scheme for compensated absences for employees, the liability for which is
determined on the basis of an independent actuarial valuation as at the year end.
iv) Other Employee Benefits (Short Term):
These are determined on an undiscounted basis and recognised based on the likely entitlement thereof.
h. Assets taken on Lease:
In respect of finance lease transactions, the assets taken on lease are capitalised and depreciated. Finance
charges are debited to the Profit and Loss Account.
Operating lease payments are recognised as expenditure in the Profit and Loss Account on a straight-line
basis, representative of the time pattern of benefits received from the use of the assets taken on lease.
i. Taxes on Income:
Provision for taxation includes tax on the Company’s taxable profits and changes in deferred taxes.
Provision for current tax is made for the tax liability payable on taxable income after considering tax
allowances, deductions and exemptions determined in accordance with the prevailing tax laws.
Deferred Tax is recognised on all timing differences, being the differences between the taxable income and
the accounting income which originate in one period and are capable of reversal in one or more subsequent
periods. The tax effect is calculated on the accumulated timing differences at the end of the accounting
period based on the effective tax rates/substantively enacted tax rates.
Deferred tax assets on unabsorbed depreciation and carried forward losses are recognised only if there
is virtual certainty backed by convincing evidence, that they will be realised and are reviewed for the
appropriateness of their respective carrying values at each Balance Sheet date.
Deferred tax assets other than on unabsorbed depreciation and carried forward losses are recognised only
if there is reasonable certainty that they will be realised and are reviewed for the appropriateness of their
respective carrying values at each Balance Sheet date.
j. Government Grants:
Government grants are recognised on the basis of reasonable certainty. Capital grants relating to specific
assets are reduced from the gross value of the Fixed Assets.
k. Impairment Of Assets:
The carrying value of assets/cash generating units at each Balance Sheet date is reviewed for impairment.
An impairment loss is recognised whenever the carrying value of assets / cash generating units exceeds
its recoverable amount. The recoverable amount is the greater of the net selling price and value in use. In
assessing the value in use, the estimated future cash flows are discounted to their present value based on an
appropriate discount factor.

121
Roots Corporation Limited

Schedule 9: Notes to Accounts (Contd.)


1. Accounting for Provisions, Contingent Liabilities and Contingent Assets:
A provision is recognised when the Company has a present legal or constructive obligation as a result of past
events and it is probable that an outflow of resources will be required to settle the obligation in respect of which
reliable estimate can be made. Provisions (excluding retirement benefits in the nature of defined benefit plans) are
not discounted to its present value and are determined based on best estimate required to settle the obligation at the
Balance Sheet date. These are reviewed at each Balance Sheet date and adjusted to reflect the current best estimate.
Contingent Liabilities are recognised only when there is a possible obligation arising from past events due to
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company.
Obligations are assessed on an ongoing basis and only those having a largely probable outflow of resources
are provided for. Other Contingent Liabilities are not recognised but are disclosed in the notes to the financial
statements.
Contingent Assets are not recognised in the financial statements.
2. Issue of Preference Shares:
The Company during the financial year 2008-09 had issued 14,000,000 5% Cumulative Convertible Preference
Shares of Rs. 100/- each.
Each preference share shall be compulsorily and automatically converted into one fully paid up equity share
of Rs. 10 each at a premium of Rs. 90 per share at the end of 3 years from the date of allotment without any
application or any further act on the part of the shareholders. Such equity shares shall rank pari-passu with the
then existing equity shares of the Company in all respect, as the case may be.
3. Contingent Liabilities:
a) Bank guarantee provided of Rs. 1,576 thousand (previous year Rs. 4,007 thousand)
b) Unpaid Preference dividend of Rs.102,315 thousand (including dividend distribution tax of Rs. 14,862
thousand) on 5% Cumulative Convertible Preference Shares of Rs. 100/- each.
4. Estimated amount of contracts remaining to be executed on capital account and not provided for is Rs.16,586
thousand (net of advances) (Previous year Rs. 170,155 thousand (net of advances)).
5. The Company has restricted the recognition of the deferred tax assets on unabsorbed depreciation to set off the
deferred tax liability arising on accounting of timing difference arising on depreciation. No deferred tax asset has
been recognised on these balance amounts of unabsorbed depreciation and the carried forward loss in the absence
of virtual certainty. The break-up of deferred tax assets and liability is as under:
Particulars As at 31st March, 2010 As at 31st March, 2009
Rs. In thousands Rs. In thousands
Deferred tax asset
Unabsorbed Depreciation 176,578 125,625
Carry forward of Loss 60,022 89,360
Employee Benefits 3,369 2,383
Others 1,865 1,558
Total (A) 241,834 218,926
Deferred tax liability
Depreciation on Fixed Assets 111,803 47,596
Total (B) 111,803 47,596
Net deferred tax asset not recognised 130,031 171,330

122
Subsidiaries Accounts 2009-2010

Schedule 9: Notes to Accounts (Contd.)


6. (a) The Company has taken on finance lease, Office Equipment for which, the Minimum Future lease Rentals
payable is as follows:
Rs. In Thousands
Minimum lease rental payable as on Balance Sheet date: NIL
76
Present Value of minimum lease rent payable: NIL
76

Particulars Minimum Lease Present Value of


Payment minimum Lease Payment
(Rs. thousands) (Rs. thousands)
Not Later than One Year Nil Nil
76 76
More than one year but not later than five years Nil Nil
76 76
Total Nil Nil
76 76

The figures in italics relate to previous year.

(b) The Company has taken long term operating leases, which are non-cancellable, for office and other premises
on which it operates hotels. The total future minimum lease payments in respect thereof are as under:

Particulars Rs. In thousands


Not Later than One Year 43,380
14,151
More than one year but not later than five years 175,373
76,089
More than five Years 1,767,149
743,489
Total 1,985,902
833,729

The figures in italics relate to previous year.


The minimum lease rentals charged to the Profit and Loss Account are Rs.43,398 thousand (Previous Year:
Rs. 20,191 thousand).
Apart from the above, the Company is also liable in certain cases to pay variable rent based on fulfilment of
certain operational parameters. The total amount charged to the Profit and Loss Account in respect thereof is
Rs.624 thousand (Previous Year: Rs. 375 thousand).

123
Roots Corporation Limited

Schedule 9: Notes to Accounts (Contd.)


7. Interest expense is net of interest income and comprises of the following:
Particulars Current Year Previous Year
Rs. In Thousands Rs. In Thousands
Interest on fixed Loans 101,695 141,260
Interest Others 14,428 48,655
116,123 189,915
Less: Interest Capitalised 10,728 40,515
Interest Expenses 105,395 149,400
Less: Interest on Bank deposits * 878 2,599
Less - Interest others * 74 58
Less - Interest on Inter Corporate Deposits* 27,593 8,194
Net Interest Expense 76,850 138,549
* Tax Deducted at source 3,875 536
8. On the basis of the intimation received from ‘suppliers’ regarding their status under Micro, Small and Medium
Enterprise Development Act, 2006 there are no suppliers registered under the said Act.
9. As the turnover of the Company includes sale of food and beverages, the Company has been exempted from giving
the disclosure of quantitative details in compliance of para 3(i)(a) of Part-II, Schedule VI to the Companies Act,
1956 vide order No.46/75/2008-CL-III dated 13th May, 2008 issued by the Department of Corporate Affairs.
10. Employee Benefits:
The Company has “Gratuity” as a post retirement defined benefit plan which is unfunded. Details of the gratuity
plan are as follows:
Expense recognised (included in Schedule-8 of Profit and Loss Account) Gratuity (Un-Funded)
Current Year Previous Year
Rs. in thousands Rs. in thousands
(i) Current Service cost 392 902
(ii) Interest Cost 155 136
(iii) Actuarial Losses / (Gains) (193) (370)
Total expenses 354 668
Change in the obligation
(i) Present value of Defined Benefit Obligation at the beginning of the year 1,561 1,003
(ii) Current Service Cost 392 902
(iii) Interest Cost 155 136
(iv) Actuarial Losses / (Gains) (193) (370)
(v) Benefits Paid - (110)
Present value of Defined Benefit Obligation at the end of the year 1,915 1,561
Actuarial Assumptions: Current Year Previous Year
(i) Discount Rate 8.20% 7.95%
(ii) Expected Rate of Salary Increase 5.00% 5.00%
(iii) Attrition Rate
Age – 21 – 30 years 5% 5%
Age – 31 – 40 years 3% 3%
Age – 41 – 57 years 2% 2%
(iv) Mortality Post-Retirement LIC (1994-96) Ultimate

124
Subsidiaries Accounts 2009-2010

Schedule 9: Notes to Accounts (Contd.)


Experience 31-03-2007 31-03-2008 31-03-2009 31-03-2010
Adjustments
Defined Benefit 431 1,003 1,562 1,915
Obligation
Plan Assets - - - -
Surplus/(Defecit) 431 1,003 1,562 1,915
Exp. Adj. on Plan - 27 2 (129)
Liabilities
Exp. Adj. on Plan - - - -
Assets
The estimates of future salary increase, considered in actuarial valuation, take account of inflation, seniority,
promotion and other relevant factors. The above information is certified by the actuary and relied upon by the
auditors.
(d) The Company has recognised the following amounts in the Profit and Loss Account in respect of defined
contribution scheme:

Particulars Current Year Previous Year


Rs. in thousands Rs. in thousands
Provident Fund 2,163 2,171
11. Related Party Disclosures:
a) The names of the related parties of the Company are as under:
Holding Company:
The Indian Hotels Company Limited
Fellow Subsidiaries with whom there are transactions:

1. TIFCO Holdings Limited


2. United Hotels Limited
Key Management Personnel:
Key Management Personnel comprises of a ‘Whole-time Director’ who has the authority and responsibility
for planning, directing and controlling the activities of the Company. Mr. Prabhat Pani is the ‘Whole-time
Director’.
The remuneration paid is disclosed in Note 12.
b. The details of transactions with related parties are as follows:
The Indian Hotels Company Limited:
S. No. Description Current Year Previous Year
Rs. in thousand Rs. in thousand
1 ICD's received 32,000 290,000
2 ICD's repaid 32,000 290,000
3 Operating Fees 11,989 8,924
4 Interest Paid 177 9,577
5 Balance payables 31,539 19,616

125
Roots Corporation Limited

Schedule 9: Notes to Accounts (Contd.)


TIFCO Holdings Limited

S.No. Description Current Year Previous Year


Rs. in thousand Rs. in thousand
1 Issue of 5% Convertible Cumulative Preference Shares NIL 200,000
2 ICD's received 146,500 207,500
3 ICD's repaid 46,500 207,500
4 Interest Paid 6,773 7,453
5 Balance payable – ICD 100,000 NIL

United Hotels Limited

S.No. Description Current Year Previous Year


Rs. in thousand Rs. in thousand
1 ICD's received 16,000 20,000
2 ICD's repaid NIL 20,000
3 Interest Paid 681 388
4 Balance payable – ICD 16,000 NIL

12. Managerial Remuneration

Particulars Current Year Previous Year


Rs. in thousands Rs. in thousands
Salaries 4,735 4,735
Estimated monetary Value of benefits in cash or in kind 2,146 3,404
Contribution to Provident Fund 203 203
Total 7,084 8,342

Notes:
1. In view of the fact that the Company has not paid any commission to the Directors, computation of profit in
accordance with Section 349 of the Companies Act, 1956 is not furnished.
2. The above excludes provision for compensated absence and contribution to Gratuity, which are determined
through actuarial valuation and provided on an overall basis for the Company.
3. The remuneration paid during the year to the Whole-time Director with effect from 26th October, 2009
amounting to Rs. 2,952 thousand is subject to the approval of Government of India for which a formal
application has been made.

13. Value of imports (CIF value):


The value of Capital Goods imported by the Company is Rs. 9,643 thousand (Previous Year Rs. 8,271 thousand).
14. Earnings in Foreign Exchange from sale of rooms/food & beverages based on actual receipts amount to Rs 36,004
thousand. (Previous Year Rs. 13,538 thousand).

126
Subsidiaries Accounts 2009-2010

Schedule 9: Notes to Accounts (Contd.)


15. Segmental Information:
Hoteliering business is the Company’s only business segment and also it operates only in the single Geographic
Segment, that is, India, hence disclosure of segment-wise information is not applicable.
16. Exceptional item in the profit and loss account represents profit on sale of a hotel.
17. Earnings Per Share (EPS):
Equity per share is calculated by dividing the net loss attributable to Equity Shareholders by the weighted average
number of equity shares outstanding during the year as under:

Particulars Current Year Previous Year


Loss after Tax (Rs. in thousand) (24,124) (223,105)
5% Preference Dividend for Cumulative Convertible Preference shares 81,897 20,418
(including dividend Tax)(Rs. In thousand)
Loss after Tax ( attributable to equity shareholders) (Rs. in thousand) (106,021) (241,419)
Equity Shares at the year end (Nos.) 51,000,000 51,000,000
Weighted Average no. of equity shares outstanding during the year (Nos.) 51,000,000 51,000,000
Earning per share – Basic/Diluted (Rs.) (2.08) (4.73)
Nominal Value per Share (Rs.) 10 10
Since the conversion price of the preference shares issued by the Company is more than the face value of equity
shares, these have not been considered for the calculation of Diluted Earnings per share, being anti-dilutive in
nature as at the year end.
18. Previous year’s figures have been regrouped wherever necessary to conform to the current year’s presentation.

For and on behalf of the Board

Raymond N. Bickson
Anil P. Goel
Directors

Prabhat Pani
Whole-time Director & Chief
Executive Officer

Dhanraj Mulki
Company Secretary
Mumbai, 11th May, 2010

127
Roots Corporation Limited

Information pursuant to Part IV of Schedule VI to the Companies Act, 1956


Balance Sheet Abstract & Company's General Business Profit

I Registration Details
Registration Number 143639 State Code
Balance Sheet Date 31 March, 2010 11

II Capital raised during the year (Amount in Rupees thousands)


Public Issue Rights Issue
Nil Nil

Bonus Issue Private Placement


Nil Nil

III Position of Mobilisation and deployment of Funds (Amounts in Rupees thousands)


Total Liabilities Total Assets
32,52,290 32,52,290

Sources of Funds
Paid-up Capital Reserves & Surplus
1,910,000 NIl

Secured Loans Unsecured Loans


908,709 433,500

Application of Funds
Net Fixed Assets Investments
2,517,427 Nil

Net Current Assets Miscellaneous Expenditure


263,277 Nil

Accumulated Loans
471,587

128
Subsidiaries Accounts 2009-2010

Director and Corporate Information

Residency Foods & Beverages Limited

BOARD OF DIRECTORS:
Mr. Niyant Maru Director
Mr. P. K. Bhatia Director
Mr. V. Mohan Director
Mr Sumit Zaveri Director

Audit Committee :
Mr. Niyant Maru Chairman
Mr. V. Mohan
Mr. Sumit Zaveri

Auditors :
M/s. Price Waterhouse
Chartered Accountants

Bankers:
State Bank of India
ICICI Bank
Federal Bank
HDFC Bank Limited

Registered Office:
Mandlik House,
Mandlik Road,
Mumbai 400 001.

129
Residency Foods & Beverages Limited

DIRECTORS' REPORT
TO THE MEMBERS,
The Directors hereby present the 21st Annual Report of the Company together with the Audited Statements of Account
for the year ended March 31, 2010.
1. OPERATIONS AND FINANCIAL RESULTS
The Company has earned operations income of Rs. 4.77 crores in the year under review against Rs. 33.52 crores
last year.
The Company has however incurred a loss after tax of Rs.0.84 crores during the year under review against a
corresponding loss of Rs.0.09 crores incurred last year.
The Company’s subsidiary - Innovative Foods Limited (IFL) was restructured pursuant to an Order dated December
08, 2006 of Board for Industrial and Financial Reconstruction (“BIFR”). On subsequent implementation of BIFR
order, the Promoters’ Shareholding in IFL had exceeded 92% of the paid-up share capital of the Company thus
resulting in the non compliance of the listing norm for minimum public shareholding. IFL had thus subsequently
applied to BIFR to allow the de-listing of the shares of IFL from all the stock exchanges and BIFR vide its order
dated August 11, 2009 allowed IFL to delist its shares on payment of exit price calculated as per SEBI (Delisting
of Securities) Guidelines 2003 or at Rs. 34.50 per share, whichever is higher, to the public shareholders of IFL.
The exit price determined by Fortress Capital Management Services Private Limited, Merchant Banker, based on
SEBI (Delisting of Securities) Guidelines 2003 was arrived at Rs. 27.86 per share and hence the exit price to be
offered to the public shareholders of IFL is Rs. 34.50 per share as per BIFR order. The Exit offer thus given by
the Company to the shareholders of IFL was completed successfully on February 28, 2010 and the shares of IFL
were delisted from all the stock exchanges except Delhi Stock Exchange for which application has been made
by the Company for delisting. On receipt of the delisting approval from Delhi Stock Exchange, the shares of IFL
will stand delisted from all stock exchanges.
2. DIRECTORS
In accordance with the Companies Act, 1956 and the Articles of Association of the Company, one of your
Directors viz. Mr. V. Mohan retires by rotation and is eligible for re-appointment. The Board commends his
appointment as Director of the Company.
3. AUDITORS
M/s. Price Waterhouse, Chartered Accountants the retiring Auditors have expressed their inability to be
reappointed. Accordingly, the Members are requested to appoint M/s. SNB Associates, Chartered Accountants,
as Auditors for the year 2010-2011 other than the retiring auditors.
Your Directors also desire to place on record their appreciation for the assistance and co-operation received by
the Company from the Bankers of the Company.
4. ENERGY CONSERVATION, TECHNOLOGY TRANSFER AND FOREIGN EXCHANGE EARNINGS
AND OUTGO
As required under Section 217 (1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure
of particulars in the Report of Board of Directors) Rules, 1988, F.O.B. value of exports earning (on accrual basis)
Rs. 2,76,69,267/- (Previous Year: Rs. 270,468,433). The expenditure in Foreign Currency for the year 2009-10
is Rs. Nil (Previous Year: Rs. 1,153,384)
5. EMPLOYEES
As required by Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules 1975, the Company does not have any employees who are covered under this provision.

130
Subsidiaries Accounts 2009-2010

6. DIRECTORS RESPONSIBILITY STATEMENT


"Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors, based on the representations received
from the Operating Management, confirm that
1) in the preparation of the annual accounts, the applicable accounting standards have been followed and that
there are no material departures;
2) they have, in the selection of the accounting policies, consulted the Statutory Auditors and have applied
them consistently and made judgements and estimates that are reasonable and prudent so as to give a true
and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the
Company for that period;
3) they 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 preventing and detecting fraud and other irregularities;
4) they have prepared the annual accounts on a going concern basis."
For and on behalf of the Board of Directors

Niyant Maru
Director
Mumbai : May 20, 2010
Registered Office:
Mandlik House,
Mandlik Road,
Mumbai 400 001.

131
Residency Foods & Beverages Limited

Auditors’ Report to the Members of Residency Foods and Beverages Limited


1. We have audited the attached Balance Sheet of Residency Foods and Beverages Limited (the “Company”) as at
March 31, 2010, and the related Profit and Loss Account and Cash Flow Statement for the year ended on that
date annexed thereto, which we have signed under reference to this report. These financial statements are the
responsibility of the Company’s Management. Our responsibility is to express an opinion on these financial
statements based on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by Management, as well as evaluating the overall financial statement presentation. We
believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor’s Report) Order, 2003, as amended by the Companies (Auditor’s Report)
(Amendment) Order, 2004 (together the “Order”), issued by the Central Government of India in terms of sub-
section (4A) of Section 227 of ‘The Companies Act, 1956’ of India (the ‘Act’) and on the basis of such checks
of the books and records of the Company as we considered appropriate and according to the information and
explanations given to us, we give in the Annexure a statement on the matters specified in paragraphs 4 and 5 of
the Order.
4. (a) As stated in Note 5 of Schedule K, disputed excise duty, sales tax and claims (including interest and penalty,
if any) etc. aggregating to Rs. 103,520,852 are considered by the Management as contingent in nature
for reasons stated therein. We are unable to comment on the ultimate outcome of these matters and its
consequent effect on the loss for the year and net worth of the Company.
(b) As stated in Note 6 of Schedule K, no provision has been made in respect of disputed advances of Rs.
1,172,603, as the Management considers these balances as recoverable.
(c) As stated in Note 7 of Schedule K, balances of Rs. 781,395 included in Investments, Current Assets,
Loans and Advances are subject to confirmation and reconciliation. Hence, we are unable to comment on
adjustments, if any, which may arise on receipt of balance confirmation and its consequent effect on loss
for the year and net worth of the Company.
(d) We further report that, without considering items mentioned at paragraph 4 (a) and 4(c) above, the effect of
which could not be determined, had the observations made in paragraph 4 (b) above been considered, there
would have been a loss of Rs. 9,536,417 (as against the reported loss figure of Rs. 8,363,814), accumulated
losses would have been Rs. 61,104,283 (as against the reported figure of Rs. 59,931,680) and net current
assets would have been Rs. 79,774,907 (as against the reported figure of Rs. 80,947,510).
5. Without qualifying our report, we draw attention to Note 4 of Schedule K, as stated therein, the Company had,
during the year, discontinued marine products operations and is perusing options for sale of its investment in
a subsidiary. These conditions indicates the existence of material uncertainty that may cause significant doubt
about the Company’s ability to continue as a going concern. However, the management has continued to prepare
its accounts on a going concern basis having regard to its intention to continue to pursue its investment activities,
and explore other new business opportunities and continuing support of the Holding Company to meet its funding
requirements.
6. Further to our comments in the Annexure referred to in paragraph 3 above, we report that:
(a) Subject to our comments in paragraph 4(c) above, we have obtained all the information and explanations
which, to the best of our knowledge and belief, were necessary for the purposes of our audit;

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Subsidiaries Accounts 2009-2010

(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;
(c) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in
agreement with the books of account;
(d) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this
report comply with the accounting standards referred to in sub-section (3C) of Section 211 of the Act;
(e) On the basis of written representations received from the directors, as on March 31, 2010 and taken on
record by the Board of Directors, none of the directors is disqualified as on March 31, 2010 from being
appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Act;
(f) Subject to our comments in Paragraph 4 above, in our opinion and to the best of our information and
according to the explanations given to us, the said financial statements together with the notes thereon
and attached thereto and read with our comments in paragraph 5 above give, in the prescribed manner, the
information required by the Act, and give a true and fair view in conformity with the accounting principles
generally accepted in India:
(i) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2010;
(ii) in the case of the Profit and Loss Account, of the loss for the year ended on that date; and
(iii) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.

Vilas Y. Rane
Partner
Membership No.: F-33220
For Price Waterhouse
Chartered Accountants
Firm Registration Number : 012754N

Place: Mumbai
Date: May 20, 2010

Address
252, Veer Savarkar Marg
Shivaji Park, Dadar
Mumbai-400 028.

133
Residency Foods & Beverages Limited

Annexure to Auditor' Report


(Referred to in Paragraph 3 of the Auditor's Report of even date to the members of Residency Foods & Beverages
Limited on the financial statements for the year ended March 31, 2010)
1. (a) The Company is maintaining proper records showing full particulars, including quantitative details and
situation, of fixed assets.
(b) The fixed assets of the Company have been physically verified by the Management during the year and
no material discrepancies between the book records and the physical inventory have been noticed. In our
opinion, the frequency of verification is reasonable.
(c) In our opinion, the Company has disposed of a substantial part of fixed assets during the year. This in itself
has not affected the going concern status of the Company.
2. (a) The inventory had been physically verified by the Management during the year. In our opinion, the frequency
of verification was reasonable. In view of the discontinuance of the marine operation, the Company has no
inventory as at the year end and for most part of the year.
(b) In our opinion, the procedures of physical verification of inventory followed by the Management were
reasonable and adequate in relation to the size of the Company and the nature of its business.
(c) On the basis of our examination of the inventory records, in our opinion, the Company was maintaining
proper records of inventory. In respect of the physical verification carried during the year, discrepancies
noticed as compared with book records were not material.
3. (a) The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered
in the register maintained under Section 301 of the Act.
(b) The Company has not taken any loans, secured or unsecured, from companies, firms or other parties covered
in the register maintained under Section 301 of the Act.
4. In our opinion and according to the information and explanations given to us, there is an adequate internal control
system commensurate with the size of the Company and the nature of its business for the purchase of inventory,
fixed assets and for the sale of goods and services. Further, on the basis of our examination of the books and
records of the Company, and according to the information and explanations given to us, we have neither come
across nor have been informed of any continuing failure to correct major weaknesses in the aforesaid internal
control system.
5. According to the information and explanations given to us, there have been no contracts or arrangements referred
to in Section 301 of the Act during the year to be entered in the register required to be maintained under that
Section. Accordingly, the question of commenting on transactions made in pursuance of such contracts or
arrangements does not arise.
6. The Company has not accepted any deposits from the public within the meaning of Sections 58A and 58AA of
the Act and the rules framed there under.
7. The Company did not have an internal audit system during the year.
8. The Central Government of India has not prescribed the maintenance of cost records under clause (d) of sub-
section (1) of Section 209 of the Act for any of the products of the Company.
9. (a) According to the information and explanations given to us and the records of the Company examined by
us, in our opinion, the Company is generally regular in depositing the undisputed statutory dues including
provident fund, employees’ state insurance, income tax, sales tax, excise duty, customs duty, cess and other
material statutory dues as applicable with the appropriate authorities. As explained to us, the provisions
of the investors educations and protection fund, wealth tax and service tax are not applicable to the
Company.

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Subsidiaries Accounts 2009-2010

(b) According to the information and explanations given to us and the records of the Company examined by us,
there are no dues of provident fund, employees’ state insurance, income tax, sales tax, excise duty, customs
duty and cess which have not been deposited on account of any dispute as on March 31, 2010 except as
follows:

Name of the Nature of dues Amount in Rupees Period to which the Forum where the
statute amount relates dispute is pending
Central Excise Excise Duty 52,100,000 March 1994 to CESTAT , New Delhi
and Tariff Act (including penalty of January 1995
Rs. 26,000,000)
Central Excise Excise Duty 20,700,000 March 1994 to Commissioner Central
and Tariff Act (Modvat) January 1995 Excise, Allahabad
Demand
Central Excise Excise Duty 2,974,500 September 1994 to Commissioner (Appeal)
and Tariff Act (Modvat) November 1994 Central Excise,
Demand Allahabad
U.P. Trade Tax Sales Tax 27,288,000 Financial year Lucknow Bench of
Act Demand 1990-91 to 1992-93 Allahabad High Court
U.P. Trade Tax Sales Tax 206,000 Financial year Deputy Commissioner
Act Demand 1993-94 (Sales Tax)

10. The accumulated losses of the Company as on the balance sheet date are not more than fifty percent of its
net worth. The Company has incurred cash losses during the financial year and in the immediately preceding
financial year.
11. On the basis of our examination and according to the information and explanations given to us, the Company has
not taken any loans from financial institutions, banks or debenture holders.
12. The Company has not granted any loans and advances on the basis of security by way of pledge of shares,
debentures and other securities.
13. The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund/ societies are not
applicable to the Company.
14. In our opinion, the Company is not a dealer or trader in shares, securities, debentures and other investments.
15. In our opinion and according to the information and explanations given to us, the Company has not given any
guarantee for loans taken by others from banks or financial institutions during the year.
16. In our opinion, and according to the information and explanations given to us, on an overall basis, the term loans
have been applied for the purposes for which they were obtained.
17. According to the information and explanations given to us, and on an overall examination of the balance sheet
of the Company, we report that the Company, as at March 31, 2010, has used short term funds of Rs. 52,252,490
for long-term purposes.
18. The Company has not made any preferential allotment of shares to parties and companies covered in the register
maintained under Section 301 of the Act during the year.
19. The Company did not have any outstanding debentures during the year.

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Residency Foods & Beverages Limited

20. The Company has not raised any money by public issues during the year.
21. During the course of our examination of the books and records of the Company, carried out in accordance with
the generally accepted auditing practices in India, and according to the information and explanations given to us,
we have neither come across any instance of fraud on or by the Company, noticed or reported during the year,
nor have we been informed of such case by the Management.
Vilas Y. Rane
Partner
Membership No.: F-33220
For Price Waterhouse
Chartered Accountants
Firm Registration Number: 012754N

Place: Mumbai
Date: May 20, 2010

136
Subsidiaries Accounts 2009-2010

Balance Sheet As At March 31, 2010


(Amount in Rs.)
As at March As at March
SOURCES OF FUNDS Schedule
31, 2010 31, 2009
Shareholder's fund
Share capital A 190,000,700 190,000,700
Share application money from Holding Company 3,000,000 3,000,000
Loan funds
Unsecured loans B 133,200,000 182,700,000
Total 326,200,700 375,700,700
APPLICATION OF FUNDS
Fixed assets C
Gross block 546,704 2,118,790
Less: Depreciation 455,801 1,252,039
Net block 90,903 866,751

Investments D 185,230,607 180,083,000


Current assets , loans and advances E
Inventories - 27,146,877
Sundry debtors 2,941,400 44,578,833
Cash and bank balances 7,812,375 3,596,408
Loans and advances 104,199,904 100,101,969
114,953,679 175,424,087
Less : Current liabilities and provisions F
Current liabilities 34,006,169 32,203,021
Provisions - 37,983
34,006,169 32,241,004
Net current assets/ (liabilities) 80,947,510 143,183,083
Profit and loss account (debit balance) 59,931,680 51,567,866
Total 326,200,700 375,700,700
Significant accounting policies and notes to accounts K
Schedules referred to above form an integral part of the Accounts

As per our attached report of even date For Residency Foods & Beverages Limited
For Price Waterhouse
Chartered Accountants
Firm Registration Number: 012754N
Niyant Maru
Directors
Vilas Y. Rane Sumit Zaveri
Partner
Membership No. : F-33220
Mumbai: May 20, 2010

137
Residency Foods & Beverages Limited

Profit and Loss Account For The Year Ended March 31, 2010
(Amount in Rs.)
For the year For the year
INCOME Schedule ended March ended March
31, 2010 31, 2009
Sale of marine products 32,741,367 285,854,323
Other income G 14,920,589 49,402,562
47,661,956 335,256,885
EXPENDITURE
Materials consumed H 27,722,322 256,328,151
Manufacturing, administrative and other expenses I 15,091,955 63,616,400
Depreciation 46,781 53,491
Interest and finance charges J 13,164,712 16,133,176
56,025,770 336,131,218
Profit / (Loss) before tax for the year (8,363,814) (874,333)
Profit / (Loss) for the year before tax from continuing operations (455,422) 413,084
(Refer Note 2 of Schedule K)
Less: Fringe benefit tax - -
Profit / (Loss) for the year after tax from continuing operations (455,422) 413,084
Profit / (Loss) for the year before tax from discontinuing operations (7,908,392) (1,287,417)
(Refer Note 2 of Schedule K)
Less: Fringe benefit tax - 89,950
Profit / (Loss) for the year after tax from discontinuing operations (7,908,392) (1,377,367)
Profit / (Loss) after tax (8,363,814) (964,283)
Add:Balance of (loss) brought forward as on April 1 (51,567,866) (50,603,583)
Balance of (loss) carried to the Balance Sheet (59,931,680) (51,567,866)
Basic And Diluted Earnings Per Share (0.44) (0.05)
(Refer Note 16 of Schedule K)
Significant accounting policies and notes to accounts K
Schedules referred to above form an integral part of the Accounts

As per our attached report of even date For Residency Foods & Beverages Limited
For Price Waterhouse
Chartered Accountants
Firm Registration Number: 012754N
Niyant Maru
Director
Vilas Y. Rane Sumit Zaveri
Partner
Membership No. : F-33220
Mumbai: May 20, 2010

138
Subsidiaries Accounts 2009-2010

Cash Flow Statement for the year ended March 31, 2010
(Amount in Rs.)
2009-10 2008-09
Rupees Rupees Rupees Rupees
Cash Flow From Operating Activities
Net Profit / (Loss) Before Tax (8,363,814) (874,333)
Adjustments For :
Depreciation 46,781 53,491
Interest and finance charges 13,164,712 16,133,176
Interest income (9,196,490) (2,737,466)
4,015,003 13,449,201
Operating profit / (loss) before working capital
(4,348,811) 12,574,868
changes
Adjustments For :
(Increase) / decrease in Inventories 27,146,877 (6,974,361)
(Increase) / decrease in Debtors 41,637,433 (21,287,315)
(Increase) / decrease in Loans and advances 17,615,430 (12,480,842)
Increase / (decrease) in Current liabilities (6,334,669) (1,705,787)
80,065,071 (42,448,305)
Cash generated from / (used in) operations 75,716,260 (29,873,437)
Taxes Paid (1,581,919) (690,854)
Net Cash From/ (used in) Operating Activities 74,134,341 (30,564,291)
Cash Flow From Investing Activities
Purchase of Fixed Assets - (719,773)
Sale of Fixed Assets 729,067 -
Purchase of Investments (5,147,607) -
Loans and advances to subsidiary (20,000,000) (72,300,000)
Net Cash From /(used in) Investing Activities (24,418,540) (73,019,773)
Cash Flow From Financing Activities
Interest Paid (5,026,895) (16,133,175)
Interest received 9,027,061 2,597,817
Proceeds / (repayment) of Loans (net) (49,500,000) 112,761,933
Net Cash From /(used in) Financing Activities (45,499,834) 99,226,575
Net Increase / (Decrease) In Cash and Cash
4,215,967 (4,357,489)
Equivalents
Cash and cash equivalents - opening balance 3,596,408 7,953,897
Cash and cash equivalents - closing balance 7,812,375 3,596,408
Note:
1. The above cash flow statement has been prepared under the ‘Indirect Method’ as set out in the Accounting
Standard – 3 on Cash Flow Statements, as specified in the Companies (Accounting Standards) Rules, 2006.
2. Previous year figures have been regrouped/restated where necessary.
As per our attached report of even date For Residency Foods & Beverages Limited
For Price Waterhouse
Chartered Accountants
Firm Registration Number: 012754N
Niyant Maru
Directors
Vilas Y. Rane Sumit Zaveri
Partner
Membership No. : F-33220
Mumbai: May 20, 2010

139
Residency Foods & Beverages Limited

Schedules forming part of Balance Sheet as at March 31, 2010


Schedule A
(Amount in Rs.)
Share Capital As at March 31, 2010 As at March 31, 2009
Authorised capital
20,000,000 Equity shares (Previous year 20,000,000) of Rs. 10 each 200,000,000 200,000,000
Issued, subscribed and paid up capital
19,000,070 equity shares (Previous year 19,000,070) of Rs. 10 each 190,000,700 190,000,700
fully paid up
190,000,700 190,000,700
(The above shares includes 18,500,000 (P. Y. 18,500,000) held by the
Holding Company, The Indian Hotel Company Limited ('IHCL'))

Schedule B
(Amount in Rs.)
Unsecured loans As at March 31, 2010 As at March 31, 2009
Short term loans:
From the Holding company 3,000,000 20,700,000
(Of the above, Rs.2,500,000 (P.Y. RS 2,500,000) is repayable on
demand without interest)
From companies 130,200,000 162,000,000
133,200,000 182,700,000

Schedule C
(Amount in Rs.)
GROSS BLOCK DEPRECIATION NET BLOCK
Particulars As at Additions Deletions As at Upto For the Deletions Upto As at As at
01.04.2009 31.03.2010 31.03.2009 year 31.03.2010 31.03.2010 31.03.2009
Computers and data
704,943 - 163,078 541,865 473,826 30,992 53,856 450,962 90,903 231,117
processing equipments
Plant and Machinery 1,409,008 - 1,409,008 - 773,374 15,789 789,163 - - 635,634
Furniture and fittings
4,839 - - 4,839 4,839 - - 4,839 - -
and office equipments
Total 2,118,790 - 1,572,086 546,704 1,252,039 46,781 843,019 455,801 90,903 866,751
Previous Year 1,399,017 719,773 - 2,118,790 1,198,548 53,491 - 1,252,039 866,751

140
Subsidiaries Accounts 2009-2010

Schedules forming part of Balance Sheet as at March 31, 2010


Schedule D
(Amount in Rs.)
Investments As at March 31, 2010 As at March 31, 2009
Other than trade
Long term investments - at cost
Unquoted
National saving certificates - VIII* 8,000 8,000
Quoted
In Subsidiary company (Refer Note below and Note 3 of Schedule K)
8,035,629 (P.Y. 7,886,423 ) equity shares of Rs.10 each fully paid up 185,222,607 180,075,000
in Innovative Foods Limited
185,230,607 180,083,000
Aggregate of Quoted Investments:
Cost 185,222,607 180,075,000
Market value (Refer note below) # 160,488,708
Aggregate of Unquoted Investments:
Cost 8,000 8,000
*Rs 5,000 pledged with Regional Food Controller - Lucknow.
(Refer Note 7 of Schedule K)
Note:
# During the year, in terms of the application made to the stock exchanges, shares of Innovative Foods Limited were
delisted, except at Delhi Stock Exchange where the application for delisting is pending. However, shares were not
traded at the said exchange and hence the quoted price as at the year end is not available.

141
Residency Foods & Beverages Limited

Schedules forming part of Balance Sheet as at March 31, 2010


Schedule E
(Amount in Rs.)
Current assets, loans and advances As at March 31, 2010 As at March 31, 2009
Inventories:
Packing materials - 370,724
Consumables - 362,505
Finished goods - 26,413,648
- 27,146,877
Sundry Debtors (Unsecured)
Considered good (unless otherwise stated) *
Over six months 2,941,400 -
Others - 44,578,833
2,941,400 44,578,833
*Debtors include receivable from the subsidiary, Innovative Foods
Limited of Rs. 2,941,400 (Rs. 1,550,140). [Maximum amount due
during the year is Rs. 2,941,400 (Rs. 1,550,140)]

Cash and bank balances


Cash in hand 1,449 33,317
Balances with scheduled banks (Refer Note 7 of Schedule K)
- In current accounts 5,689,449 1,441,614
- In term deposits* 1,616,477 1,616,477
Balance in post office savings account (Refer Note 7 of Schedule K) 505,000 505,000
(Rs.500,000 deposited as security to Central Excise Division II,
Allahabad)
7,812,375 3,596,408
* includes margin money deposit Rs.1,500,000 (P.Y. Rs. 1,500,000)
against bank guarantee for obtaining license from Marine Products
Export Development Authority)
Loans and advances
(unsecured, considered good unless otherwise stated)
Advances recoverable in cash or in kind or for value to be received * 101,534,215 76,435,355
(Refer Note 6 and 7 of Schedule K)
Accrued export benefit (Refer Note 9 of Schedule K) - 22,714,290
Tax deducted at source 2,154,376 610,440
Interest accrued on Investments and bank / post office deposits 511,313 341,884
* Advances includes Loans and advances receivable from the
subsidiary, Innovative Foods Limited of Rs. 100,326,438 (Previous
year Rs. 72,300,000).
[Maximum amount due during the year is Rs. 100,326,438
(Rs. 72,300,000)]
104,199,904 100,101,969

142
Subsidiaries Accounts 2009-2010

Schedules forming part of Balance Sheet as at March 31, 2010


Schedule F
(Amount in Rs.)
Current liabilities and provisions As at March 31, 2010 As at March 31, 2009
Current liabilities
Sundry creditors
- Due to Micro and Small Enterprises (Refer Note 19 Schedule K) - -
- Others 20,759,912 27,150,286
Other liabilities 108,440 52,735
Interest accrued but not due 8,137,817 -
Advance received towards proposed sale of investment in
subsidiary
(Refer Note 3 Schedule K) 5,000,000 5,000,000
34,006,169 32,203,021
Provisions
Provision for fringe benefit tax (net of tax payments) - 37,983
- 37,983

Schedule G
(Amount in Rs.)
For the Year ended For the Year ended
Other Income
March 31, 2010 March 31, 2009

Income from export benefits (Refer Note 9 of Schedule K) 5,660,014 33,869,250


Scrap sales 64,085 339,847
Interest income on deposits with banks/ others. 9,196,490 2,737,466
(Tax deducted at source Rs. 1,543,936 (Previous year Rs. 601,068))
Exchange gain (net) - 12,455,999
14,920,589 49,402,562

143
Residency Foods & Beverages Limited

Schedules forming part of Profit & Loss Account as at March 31, 2010
Schedule H
(Amount in Rs.)
For the Year ended For the Year ended
Materials consumed
March 31, 2010 March 31, 2009
Raw Materials consumed 67,279 250,429,910
Packing Materials consumed 849,468 8,408,601
Consumables and spares 391,927 4,277,763
(Increase)/Decrease in stocks of finished goods:
Opening stock 26,413,648 19,625,525
Less: Closing stock - 26,413,648
26,413,648 (6,788,123)
27,722,322 256,328,151

Schedule I
(Amount in Rs.)
For the Year ended For the Year ended
Manufacturing, Administrative and other expenses
March 31, 2010 March 31, 2009
Deputed employees cost:
Salaries, wages and bonus 801,342 3,312,073
Contribution to provident funds 55,141 229,697
Welfare expenses 159,848 212,030
1,016,331 3,753,800
Processing charges 6,829,478 31,905,807
Freight, forwarding and distribution expenses 2,573,459 17,225,680
Rates and taxes 824,351 1,114,126
Printing, stationery and communication expenses 608,994 766,107
Legal and professional charges 965,970 538,599
Insurance 156,233 2,381,556
Commission to selling agents 177,628 2,690,417
Travelling, conveyance and vehicle expenses 962,783 1,052,261
Loss on foreign exchange fluctuations (net) 256,649 -
Auditors' remuneration
- Audit fees 496,350 450,000
Miscellaneous expenses 223,729 1,738,047
15,091,955 63,616,400

144
Subsidiaries Accounts 2009-2010

Schedules forming part of Profit & Loss Account as at March 31, 2010

Schedule J
(Amount in Rs.)
For the Year ended For the Year ended
Interest and finance charges
March 31, 2010 March 31, 2009
Interest on
- Fixed loans 12,819,401 14,506,117
- Others 1,312 261,197
Bank Charges 343,999 1,365,862
13,164,712 16,133,176

145
Residency Foods & Beverages Limited

Schedules forming part of the Accounts as at March 31, 2010


Schedule K : Notes To Accounts
1. Summary of Significant Accounting Policies:
a. Basis of preparation of financial statements
The financial statements are prepared in accordance with Indian Generally Accepted Accounting Principles
(“GAAP”) under the historical cost convention on an accrual basis and are in conformity with mandatory
accounting standards, as specified in the Companies (Accounting Standards) Rules, 2006 and the other
relevant provisions of the Companies Act, 1956.
b. Use of Estimates
The preparation of the financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported balances of assets and liabilities and disclosures relating
to contingent assets and liabilities as at the date of the financial statements and reported amounts of income
and expenses during the year. Examples of such estimates include provision for doubtful debts, future
obligations under employee retirement benefit plans, income taxes, the useful lives of fixed assets.
Management believes that the estimates used in the preparation of financial statements are prudent and
reasonable. Future results could differ from these estimates.
c. Fixed Assets
The fixed assets are stated at their original cost of acquisition less accumulated depreciation. Cost includes
any incidental expenses related to acquisition and installation of the concerned fixed assets.
d. Depreciation
Depreciation on fixed assets is provided at higher of the rates based on useful lives of the assets as estimated
by the management or those stipulated in Schedule XIV of the Companies Act, 1956 on the straight-line
method.
e. Impairment
The Company reviews the carrying values of its fixed assets for any possible impairment at balance sheet
date. An impairment loss is recognized when the carrying amount of an asset exceeds its recoverable
amount. The recoverable amount is the greater of net selling price and value in use. In assessing the value
in use, the estimated future cash flows are discounted to their present value at appropriate discount rate.
f. Inventories:
Stock-in-trade is valued at cost or net realizable value, whichever is lower. Cost comprises of cost of
conversion and other costs incurred in bringing the inventories to their present location and conditions. The
basis of determining cost for various categories of inventories is as follows:
Raw materials : Weighted average method
Packing materials : Weighted average method
Stores and spares : Weighted average method
Work-in-progress and finished goods : Material cost plus appropriate share of production overheads
g. Revenue Recognisation:
Sale of goods is recognized on delivery of the products to the customers and exclusive of sales tax.
Export benefits from Government agencies in the case of Duty entitlement pass book are accrued at the
time of export.

146
Subsidiaries Accounts 2009-2010

Schedules Forming Part of the Accounts as at March 31, 2010 (Contd.)


h. Investments:
Long term investments are valued at cost. Provision for diminution, if any, in the value of investments is
made to recognise a decline, other than temporary.
Current investments are valued at lower of cost and fair value, computed individually for each
investment.
i. Accounting for taxes on income:
Income tax is computed in accordance with Accounting Standard 22 - Accounting for Taxes on Income
(AS-22), notified by the Companies (Accounting Standards) Rules, 2006. Tax expenses are accounted in
the same period to which the revenue and expenses relate.
Provision for current income tax is made for the tax liability payable on taxable income after considering
tax allowances, deductions and exemptions determined in accordance with the prevailing tax laws. The
differences between the taxable income and the net profit or loss before tax for the year as per the financial
statements are identified and the tax effect of timing differences is recognised as a deferred tax asset or
deferred tax liability. The tax effect is calculated on accumulated timing differences at the end of the
accounting year, based on effective tax rates substantively enacted by the Balance Sheet date.
Deferred tax assets on unabsorbed tax losses and unabsorbed tax depreciation are recognised only when
there is a virtual certainty of their realisation. Other deferred tax assets are recognised only when there is a
reasonable certainty of their realisation.
j. Foreign currency transactions
Transactions in foreign currencies are recognised at the prevailing exchange rates on the transaction dates.
Realised gains and losses on settlement of foreign currency transactions are recognised in the profit and
loss account.
Foreign currency monetary assets and liabilities at the year end are translated at the year end exchange
rates, and the resultant exchange difference is recognised in the profit and loss account.
In case of forward exchange contracts, the premium or discount arising at the inception of such contracts
is amortised as income or expense over the life of the contract as well as exchange difference on such
contracts i.e. difference between the exchange rate at the reporting / settlement date and the exchange rate
on the date of inception / the last reporting date, is recognized as income or expense for the period.
k. Accounting for provision, contingent liabilities and contingent assets:
Provisions are recognised in terms of Accounting Standard 29 – ‘Provisions, Contingent Liabilities and
Contingent Assets’ (AS-29), notified by the Companies (Accounting Standards) Rules, 2006, when there
is a present legal or statutory obligation as a result of past events, where it is probable that there will be
outflow of resources to settle the obligation and when a reliable estimate of the amount of the obligation
can be made. Contingent Liabilities are recognised only when there is a possible obligation arising from
past events due to occurrence or non-occurrence of one or more uncertain future events, not wholly within
the control of the Company, or where any present obligation cannot be measured in terms of future outflow
of resources or where a reliable estimate of the obligation cannot be made. Obligations are assessed on an
ongoing basis and only those having a largely probable outflow of resources are provided for. Contingent
Assets are not recognised in the financial statements.

147
Residency Foods & Beverages Limited

Schedules Forming Part of the Accounts as at March 31, 2010 (Contd.)


2. Discontinued operations:
a) Description of the discontinuing operation:
During the year, the Company discontinued its Manufacturing facilities of marine products at Visakhapatnam
by terminating the agreement with the owner of the manufacturing facility with effect from July 14, 2009.
b) Date and nature of the initial disclosure event:
In terms of the Board resolution dated March 30, 2009 the Company had intimated the owner of the facility
of its intention not to renew the said agreement beyond July 14, 2009.
c) The Company has closed all the manufacturing activities including disposal of stocks during the year. The
process of realization of debtors and other assets of the business is expected to be completed by the end of
financial year 2010 - 2011.
d) The summary of the carrying values of various assets and liabilities pertaining to the above referred
operation as at the year end are as below:
Particulars As at As at
March 31, 2010 March 31, 2009
ASSETS :
Fixed Assets at WDV - 866,751
Investments 3,000 3,000
Inventories - 27,146,877
Sundry Debtors 2,941,400 44,578,833
Cash and Bank 7,032,762 2,904,604
Loans and Advances 2,545,051 26,503,728
TOTAL ASSETS 12,522,213 102,003,793
LIABILITIES :
Sundry Creditors - 6,810,527
Other Liabilities 108,440 52,735
Provisions - 37,983
TOTAL LIABILITIES 108,440 6,901,245

The management expects that the above assets and liabilities in respect of the Visakhapatnam facility will
be realized and settled respectively at the carrying values
e) The revenue and expenses in respect of the ordinary activities attributable to the discontinuing operation
are as follows:

For the year ended For the year ended


Particulars March 31, 2010 March 31, 2009
(Rs.) (Rs.)
Revenue 38,634,895 332,675,105
Expenses 46,543,287 333,962,522

148
Subsidiaries Accounts 2009-2010

Schedules Forming Part of the Accounts as at March 31, 2010 (Contd.)


f) The pre-tax loss and income tax expense related thereto from attributable to the discontinuing operation are
as follows:
For the year ended For the year ended
Particulars March 31, 2010 March 31, 2009
(Rs.) (Rs.)
Pre-tax loss 7,908,392 1,287,417
Tax expense - 89,950
After tax loss 7,908,392 1,377,367

g) The amount of net cash flows attributable to the operating, investing and financing activities of the
discontinuing operation are as follows:
For the year ended For the year ended
Particulars March 31, 2010 March 31, 2009
(Rs.) (Rs.)
Operating activities 82,646,601 (10,271,371)
Investing activities 729,067 (719,773)
Financing activities (4,727,459) 26,926,575
3. Investment in a subsidiary company, Innovative Foods Limited:
a) The Company has long term investment of 8,035,629 (previous year 7,886,423) equity shares in its
subsidiary, Innovative Foods Limited, (the subsidiary or IFL) having carrying value of Rs. 185,222,607
(previous year Rs. 180,075,000). The Company had, on December 18, 2007, entered into an agreement to
sell 7,886,423 equity shares in the subsidiary and has received an advance of Rs. 5,000,000 towards the
same from the prospective buyer. The period of validity of the agreement had expired in January 2008. In
terms of the agreement, if for any reason whatsoever the transaction is not completed the said sum of Rs.
5,000,000 shall stand irrevocably forfeited.
The Company continues to pursue alternative options for sale or divestment. The Company has decided to
retain the said advance in the books even though the period of validity of the agreement had expired as the
ultimate decision as to the refund or forfeiture of the advance is not taken and would require consideration
of commercial or other factors.
b) IFL has been incurring losses and is currently having negative networth. It had been under the process of
implementing scheme as approved by the Board for Industrial and Financial Reconstruction (‘BIFR’) in
an earlier year. During the year, IFL had received approval from BIFR for delisting of its shares from the
Bombay, Cochin, Ahmedabad, Delhi and Kolkata Stock Exchanges. Pursuant to this, the shares of IFL have
been delisted from Bombay, Cochin, Ahmedabad and Kolkata Stock Exchanges. Approval for delisting
from Delhi Stock Exchange is awaited. On receipt of the same, the shares of IFL will stand delisted from
all Stock Exchanges.
c) As a part of delisting, the Company being Promoter of IFL had to give exit offer to public share holders
of IFL at an exit price of Rs. 34.50 per equity shares. During the year, pursuant to said offer, the Company
purchased 149,206 equity shares at value of Rs. 5,147,607. Consequently, the number of shares held by the
Company in IFL has increased from 7,886,423 to 8,035,629 equity shares, representing 69.23% (previous
year 67.94%) of its share holding.

149
Residency Foods & Beverages Limited

Schedules Forming Part of the Accounts as at March 31, 2010 (Contd.)


d) In addition to Investment of Rs. 185,222,607, the Company has also advance of Rs. 100,326,438 and
debtors of Rs. 2,941,400 receivable from IFL. Though IFL had been incurring losses and is having
negative networth, the Company regards the diminution in value of investments as other than temporary
having regard to the continuing support of the Company and its Holding Company towards its funding
requirements, future business plans, expected improvements in its operations, expected future cash flow
generations and the management belief in soundness of its business model. Accordingly, the management
has not considered it necessary to make any provision in the accounts on account of the said investments,
advances and debtors as the management is confident of realization of at least the carrying value of these
balances.
Further, while the Company has been looking at opportunities to find buyers/partners for its investment in
IFL, the Company and its parent remain committed to support the operations of IFL and the plan to divest
out its equity in IFL will not have impact on the operations of IFL.
4. As mentioned in the Note 2 and 3 above, the management had, during the year, discontinued its Marine product
business and is pursuing options for the sale of its long term investment in a subsidiary company. However, the
management has continued to prepare its accounts on a going concern basis as the Company continues to carry its
investments activities including strategic investments and explore options for new business. Further, the Holding
Company is continuing to support the Company for its funding and other requirements.
5. Contingent Liabilities:
The under mentioned demands/claims are considered by the Management to be contingent in nature, hence not
provided for:
5.1 Disputed Excise Demands:
Rs. 75,774,500 (Previous year Rs. 75,774,500)
a) The Allahabad and Kanpur Excise Authorities had in earlier years issued show cause notices to the
Company in connection with the production and dispatches between March 1994 to January 29, 1995 from
its Satharia and Unnao Plants. The show cause notices raised a demand of excise duty amounting to Rs.
20,700,000 (plus interest and penalties) for the Satharia plant and Rs. 52,100,000 (including interest and
penalties) for the Unnao plant.
- As regards the demand of Rs. 20,700,000 related to Satharia plant, the Commissioner Central Excise
Allahabad, vide order dt. 07.04.03 had dropped proceedings initiated under the said show cause notice
and issued direction to the Assistant Commissioner of Central Excise Division II, Allahabad to finalise the
pending provisional assessments within one month from the date of receipt of the order. The Company
has received an order dated 03.10.2006 confirming the demand on the same basis as alleged in the initial
show cause notice. The Company filed an appeal with Commissioner (Appeals), Central Excise Allahabad.
The Commissioner (Appeal) vide his order dt. 22.5.2007 has waived the pre-deposit of duty; set aside the
order dt 03.10.2006 and has remanded the matter back to the Adjudicating Authority to decide afresh. The
Asst Commissioner, Central Excise, Allahabad passed an order dated 30.01.2009 on the same basis as
alleged in the initial show cause notice and also directed for initiating recovery proceedings. The Company
has appeared before Commissioner (Appeals) on October 22, 2009. The Company filed further written
submissions, as directed by Commissioner (Appeals), on November 5, 2009. The final order is now
awaited.
- No provision has been considered in case of the show cause notice for Rs. 26,100,000 issued by the Kanpur
Excise Authorities for the Unnao plant as the matter is pending for disposal before the CESTAT, New
Delhi. The Company had received confirmation of the demand of Rs. 26,100,000 and further penalties

150
Subsidiaries Accounts 2009-2010

Schedules Forming Part of the Accounts as at March 31, 2010 (Contd.)


of Rs. 26,000,000 vide Order No. C.No.V (15)Off/Adj./50/97 dated 07.04.2005 from Commissioner
(Adjudication) Delhi. The Company filed an Appeal before CESTAT along with a stay application against
the said Order. CESTAT vide order dt. 19.09.2005 had stayed for a period 6 months the requirement of pre
deposit of duties and penalties till the disposal of appeal. The said period of 6 months has lapsed and the
Company has filed an appeal for extension of the stay on demand and penalties.
b) The Excise authorities at Allahabad had issued a show cause cum demand notice raising a demand of
Rs. 2,974,500 on account of alleged differential duty payable by the Company during the period September
1994 to November 1994. The Company has contended that this demand is already covered in demand of
Rs. 20,700,000 raised vide show cause cum demand notice referred in para 5.1 (a) above and will be dealt
accordingly.
5.2 Disputed Sales Tax Demands:
Rs. 27,494,094 (Previous year Rs. 27,494,094)
a) The U.P. Trade Tax department had in earlier years made a demand on Company for Rs. 5,715,000 for
the financial year 1990 – 91, Rs. 12,030,000 for 1991-92 and Rs. 7,613,000 for 1992-93 in connection
with the sales made by the Company from its Unnao plant. The demand is in respect of the Sales Tax
Exemption Entitlement of the Unnao plant during the period 21.05.1990 to 08.07.1992 as a ‘Successor
manufacturer’ under the U.P. Trade Tax Act. Consequent to the rejection of the Company’s appeal by the
Trade Tax Tribunal, the Company filed a revision petition before Lucknow branch of Allahabad High Court
for exemption from sales tax which is pending before the Hon’ble High Court.
The Trade Tax Tribunal remanded the matter back to the Assessing Authority in the previous year. The
Assessing Authority made ex-parte assessments for these three years raising a demand of Rs. 27,288,000
through separate orders dated 03.10.2006. The Company filed requisite applications for re-opening of
the ex-parte assessment. The Deputy Commissioner (Sales Tax) vide its order dated 31.01.2007, while
setting aside the ex-parte orders, has also ordered re-opening of the above assessments. The Assessment
proceeding are yet to be completed as on 31.03.2010.
In the meanwhile the Company moved an Application before the Lucknow Bench of Allahabad High
Court in the pending revision petition seeking the Stay on the assessment proceedings before the Assessing
Authority for the years 1990-91, 1991-92 and 1992-93. The Hon’ble High Court vide its Order dated
03.10.2007 has ordered the proceedings pending before the Assessing Authority for these years to be kept
in abeyance.
b) A demand of Rs. 167,000 was imposed for the financial year 1993-94 which was subsequently reduced
to Rs. 54,454 by Deputy Commissioner (Appeals). The Company had filed an appeal before the Tribunal.
The Assessing Authority consequent to the remanding back of the assessment by the Trade Tax Tribunal,
vide its Order dated 03.10.2006 passed an ex-parte Order raising a demand of Rs. 206,094. The Company
filed an application for re-opening of the ex-parte assessment. The Deputy Commissioner (Sales Tax)
while setting aside the ex-parte orders on 31.01.2007 also ordered reopening of the above assessment. The
Assessment proceedings are yet to be completed as on 31.03.2010 and the Company considers the liability
to be contingent in nature.
5.3 An individual has filed a case under the Prevention of Food and Adulteration Act with an aggregate
demand of Rs. 210,000 (Previous year Rs. 460,000) and the same is pending before the Consumer Court,
Lucknow
5.4 A distributor has filed a civil case against the Company for refund of security deposit and bottles for Rs.
42,258 (Previous year Rs. Nil) and the same is pending for hearing. As per the MOU between the Company
and Pespsico, Pepsico will settle all distributor balances and hence this has been intimated to Pepsico.

151
Residency Foods & Beverages Limited

Schedules Forming Part of the Accounts as at March 31, 2010 (Contd.)


6. Current Assets, Loans And Advances:
Advances recoverable in cash or in kind or for value to be received includes amounts due from Sarvashree
Meghdoot Hotels Private Limited: Rs.1,172,603 (previous year Rs.1,172,603)
The Company had placed a deposit of Rs. 35 lacs with M/s Meghdoot Hotels Private Limited for lease of the
Unnao Plant. In the agreement with M/s PepsiCo India Holdings Limited (for transfer of its Unnao plant), this
deposit was transferred to PepsiCo. It was agreed that, PepsiCo would recover the deposit from M/s Meghdoot
Hotels Private Limited and transfer Rs. 1,750,000 of the deposit to the Company. During the earlier year, the
Company has adjusted the outstanding lease rental of Rs. 577,397 against the deposit and the balance amount of
Rs. 1,172,603 is reflected in Accounts as advances recoverable.
PepsiCo had vacated the above plant and terminated the License agreement and is due to receive the deposit
of Rs. 35 lacs back from Meghdoot Hotels. However, on account of a subsequent dispute between PepsiCo
and Meghdoot Hotels, the later has not only disputed the refund of the deposit but has also made claims for
additional amounts. The matter is in arbitration. The matter between Meghdoot Hotels and the Company is also
in arbitration. The arbitration proceedings are yet to commence.
The Management regards these balances as good of recovery and hence no provision has been considered
necessary on these accounts.
7. Confirmations of the following balances were not received by the Company:
a) Post office savings accounts of Rs. 505,000 (Previous year Rs. 505,000). No interest has been provided for
the current period as the certificate was matured on December 2000 & not renewed.
b) Investment of Rs. 5,000 (Previous year Rs. 5,000) in National Saving Certificate.
c) Fixed deposits of Rs. 116,477 (Previous year Rs. 116,477) lying with bank. No interest has been taken into
accounts as both the certificates have got matured but not renewed.
d) No confirmation has been received from State Bank of India - Kanpur for a balance of Rs. 5,055 (Previous
year Rs. 5,055) lying in Current Account.
e) No confirmation has been received from Central Bank of India for a balance of Rs. 24,224 (Previous year
Rs. 24,224) lying in Current Account.
f) No confirmation has been provided for interest accrued and due on fixed deposit of Rs. 120,638 (Previous
year Rs. 120,638)
g) No confirmation has been provided for deposits of Rs. 5,000 (Previous year Rs. 5,000).
Accordingly, these balances are subject to reconciliation if any, which may arise on receipt of confirmation
and its consequential effect, if any, on financial statements of the Company.
8. Capacities, Production/Purchases, Stocks and Sales of Finished Goods:
Class of Installed Actual
Opening Stock Sales Closing Stock
Goods Capacity Production
(MT)(**) Quantity Value Production Quantity Value Shortages Quantity Value (Rs.)
(MT) (Rs.) Quantity (MT)) (Rs.) and (MT)
(MT) Damages
Marine 5,490 94.76 26,413,648 Nil 93.24 32,741,367 1.52 Nil Nil
Products
Previous 5,490 71.84 19,625,525 889.70 866.78 285,854,323 - 94.76 26,413,648
Year
(**) Installed Capacity is for the facility taken from Jasper Aqua Exports Private Limited at Visakhapatnam as
per agreement between the companies.

152
Subsidiaries Accounts 2009-2010

Schedules Forming Part of the Accounts as at March 31, 2010 (Contd.)


9. Income from export benefits represents realisation/ accrual on account of premium on Duty Entitlement Pass
Book (DEPB) licenses which the Company is entitled to on exports made during the year.
10. Earnings from Exports:
F.O.B. value of exports (on accrual basis) Rs. 27,669,267 (Previous Year : 270,468,433)
11. Expenditure in Foreign Currency:

Year ended Year ended


Particulars March 31, 2010 March 31, 2009
Rs. Rs.
Traveling and conveyance - 87,345
Commission to selling agents - 1,066,039
- 1,153,384
12. Raw Materials and Stores & Spares Consumed:

Description Year ended Year ended


March 31, 2010 March 31, 2009
Qty (MT) Rs. Qty (MT) Rs.
Shrimps - - 748.04 197,450,543
Scampi - - 142.31 49,124,374
Freight 67,279 3,854,993
Stores & Spares Consumed* 391,927 4,277,763
Total - 459,206 - 254,707,673
* Individually less than 10% of total.
Of the above:

March 31, 2010 March 31, 2009


Description Rs. % Rs. %
-Imported - - - -
-Indigenous 459,206 100 254,707,673 100
Total 459,206 100 254,707,673 100
13. Segment Reporting:
Based on the guiding principles given in Accounting Standard on ‘Segment Reporting’ (AS-17), mandated
by Rule 3 of Companies (Accounting Standards) Rules, 2006, the Company’s primary segment was marine
products. The said activities had been discontinued during the year and the Company’s main activity is now
become Investments and Loan activity, same is treated as Primary business segment for the purpose of these
financial statements.

153
Residency Foods & Beverages Limited

Schedules Forming Part of the Accounts as at March 31, 2010 (Contd.)

Particulars Marine Investment Total


Products and Loans
activities activities
(Discontinued (Continued
operations) operations)
REVENUE
External sales 32,741,367 - 32,741,367
Other income 5,893,528 9,027,061 14,920,589
Total revenue 38,634,895 9,027,061 47,661,956
RESULT
Segment result – loss (7,908,392) (455,422) (8,363,814)
Unallocated corporate expenses (net of other income) -
Operating profit / (loss) (8,363,814)
Interest expenses -
Interest income -
Income taxes -
Net profit / (loss) after taxation (8,363,814)
OTHER INFORMATION
Segment assets 12,522,213 285,752,850 298,275,063
Unallocated corporate assets 2,000,126
Total assets 300,275,189
Segment liabilities 108,440 146,337,817 146,446,257
Unallocated corporate liabilities 20,759,912
Total Liabilities 167,206,169
Capital expenditure - - -
Depreciation 46,781 - 46,781
Non-cash expenses other than depreciation - - -

Previous year comparative figures have not been given as this is the first year in which segment reporting has
become applicable to the Company.
Secondary segment information:
Having regard to the nature of business of the Company, there are no identifiable geographical segments.

154
Subsidiaries Accounts 2009-2010

Schedules Forming Part of the Accounts as at March 31, 2010 (Contd.)


14. Related Party Transactions:
Related party disclosures, as required by Accounting Standard 18 “Related Parties Disclosures” (AS 18) as
specified in the Companies (Accounting Standards) Rules, 2006 are given below:
Related Party Disclosures
Entities where control exists
Innovative Foods Limited
Entities having controlling Interest
Indian Hotels Company Limited
Entities owned or significantly influenced by the Holding Company
(Where transactions entered during the year)
Taj Investment Finance Company Limited
Taj Kerala Hotels & Resorts Limited
United Hotels Limited
Note: The related party relationships have been determined by the management on the basis of the requirements
of the AS-18 and the same have been relied upon by the auditors.
Rs. Rs.
Innovative foods limited
Transactions during the year
Reimbursement of expenses 2,338,561 743,015
Sale of finished goods 3,000,228 4,331,999
Sale of fixed assets 741,462 -
Loans and advances given 20,000,000 72,300,000
Interest income 9,027,061 2,581,780
Balances
Investments 185,222,607 180,075,000
Debtors 2,941,400 1,550,140
Loans and advances 100,326,438 72,300,000
The Indian Hotels Company Limited
Transactions during the year
Loans received 500,000 206,200,000
Interest paid 134,284 6,772,681
Loans repaid 18,200,000 255,700,000
Balances
Creditors 8,941,703 8,941,703
Share application money 3,000,000 3,000,000
Unsecured loans 3,000,000 20,700,000

155
Residency Foods & Beverages Limited

Schedules Forming Part of the Accounts as at March 31, 2010 (Contd.)


Rs. Rs.
Taj Investment Finance Company Limited
Transactions during the year
Loans received 4,700,000 162,000,000
Interest paid 11,905,601 6,576,219
Loans repaid 56,500,000 -
Balances
Interest accrued but not due 7,436,187 -
Unsecured loans 110,200,000 162,000,000
Taj Kerala Hotels & Resorts Limited
Transactions during the year
Loans received 10,000,000 -
Interest paid 448,767 -
Balances
Interest accrued but not due 403,890 -
Unsecured loans 10,000,000 -
United Hotels Limited
Transactions during the year
Loans received 10,000,000 -
Interest paid 330,822 -
Balances
Interest accrued but not due 297,740 -
Unsecured loans 10,000,000 -
15. The foreign currency exposure of the Company is as under:
a) Details of derivative instruments outstanding as at the year end are as under:
March 31, 2010 March 31, 2009
Particulars Amount Amount (Rs.) Amount Amount (Rs.)
Debtors :
US Dollars (Plain forward
contract) - - 500,000 25,245,000
All the derivative contracts entered by the company were for hedging purpose and not for any speculative
purpose.
b) The Net foreign currency exposures not hedged as at the year end are as under:
March 31, 2010 March 31, 2009
Particulars Amount Amount (Rs.) Amount Amount (Rs.)
Debtors
US Dollars - - 236,302 11,930,908
Euro - - 86,270 5,749,896
GBP - - 1,430 102,889
As of the Balance Sheet date, the Company’s net foreign currency exposures that is not hedged by a
derivative instrument or otherwise is NIL (P.Y. Rs. 17,783,693)

156
Subsidiaries Accounts 2009-2010

Schedules Forming Part of the Accounts as at March 31, 2010 (Contd.)


16. Earnings per share (EPS):
Calculation of EPS in accordance with Accounting Standard (AS-20) on Earnings Per Share mandated by Rule
3 of Companies (Accounting Standards) Rules, 2006 :
Particulars Year ended Year ended
March 31, 2010 March 31, 2009
(Rs.) (Rs.)
Loss after taxation as per Profit and Loss Account 8,363,814 964,283
Weighted average number of shares 19,000,070 19,000,070
Basic and Diluted Earnings Per Share (0.44) (0.05)
(Face Value Rs. 10 per Share)
17. In the opinion of the Board, the value on realization of current assets, loans and advances in the ordinary
course of the business would not be less than the amount at which they are stated in the Balance Sheet and the
provision for all known and determined liabilities are adequate and not in excess of the amount reasonably
required.
18. No provision for tax has been made for the year in view of the assessable loss. Deferred tax assets on account
of unabsorbed losses/ depreciation under the Income Tax are not recognized as there is no virtual certainty of
realization of these losses.
19. The Company has not received any intimation from suppliers regarding their status under “Micro, Small and
Medium Enterprise Development Act, 2006 and hence, disclosures, if any, relating to amounts unpaid as at the
year end together with interest paid/payable as required under the said Act have not been given.
20. The Company had started its business operations of processing of marine products during March, 2008 and the
Company ran its operations for the full year during 2008-09. However, the operations of marine products in
2009-10 were for part of the year and hence previous years figures are strictly not comparable.
21. Previous Year’s figures have been regrouped and rearranged wherever necessary to make them comparable with
the current year’s figures.
22. Figures have been rounded off to the nearest Rupee.
For and on Behalf of the Board of Directors
Niyant Maru Sumit Zaveri
Director Director
Place: Mumbai
Date: May 20, 2010

157
Residency Foods & Beverages Limited

INFORMATION PURSUANT TO PART IV OF SCHEDULE VI OF THE COMPANIES ACT, 1956


BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE
I REGISTRATION DETAILS :
Registration No. 37662
State Code 11
Balance Sheet date: 31st March, 2010
II CAPITAL RAISED DURING THE YEAR Rupees'000
Public Issue -
Rights Issue -
Bonus Issue -
Private Placement -
III POSITION OF MOBILISATION AND DEPLOYMENT OF FUNDS
Total Liabilities 326,200
Total Assets 326,200
Sources of Funds -
Paid-up Capital 190,000
Share Application pending allotment 3,000
Reserves and Surplus -
Secured Loans -
Unsecured Loans 133,200
Dues to Holding Company and its Affiliates -
Deferred Tax Liability -
Total 326,200
Application of Funds -
Net Fixed Assets 91
Investments 185,230
Net Current Assets 80,947
Miscellaneous Expenditure -
Accumulated Losses 59,932
Total 326,200
IV PERFORMANCE OF THE COMPANY
a. Turnover 47,662
(as per the audited profit and loss account)
b. Total Expenditure 56,026
c. Profit/(Loss) before tax (8,364)
d. Profit/(Loss) after tax (8,364)
e. Earning per share in Rs. (face value of Rs. 10 /-) (0.44)
f. Dividend rate (%) 0.00%
V PRODUCTS OF THE COMPANY
Generic Names of Principal Products/Services of the Company
(as per monetary terms)
Product Description Item Code No.(ITC Code)
Investments and Finance Not Applicable
Mumbai.
Date:- May 20, 2010

158
Subsidiaries Accounts 2009-2010

Director and Corporate Information

Innovative Foods Limited

Board of Directors :
Mr. A . J. Tharakan Chairman
Mr. T. Damu
Mr. Ramesh J. Tharakan
Mr. Joseph Kodianthara Independent Director
Mr. M. K. Damodaran Independent Director
Mr. T. Gundan Independent Director
Mr. Niyant Maru
Mr. R. H. Parekh

Audit Committee Members :


Mr. Ramesh J. Tharakan
Mr. Joseph Kodianthara
Mr. Niyant Maru

Company Secretary :
Mohan Jayaraman

Audiors :
PKF Sridhar & Santhanam
Chartered Accountants
Chennai

Registered office :
Chakolas Habitat
A Block, 1 C
Thevara Ferry Road
Cochin - 682 013
Kerala

Banker :
State Bank of India
Overseas Branch
Cochin - 682 003

159
Innovative Foods Limited

DIRECTORS’ REPORT
Dear Members,
Your Directors have pleasure in presenting the 21st Annual Report of your Company along with the Audited Accounts
for the year ended 31st March 2010.
FINANCIAL HIGHLIGHTS
(Rs. in Million)
Year ended Year ended
Particulars 31st March 2010 31st March 2009
Turnover 319.76 268.59
Other Income 5.33 0.76
Profit/(Loss) before depreciation (24.11) (35.40)
Depreciation 10.59 13.03
Profit/(Loss) after depreciation (34.70) (48.43)
Provision for Tax - -
Deferred Tax / Fringe benefit Tax - 0.60
Profit/(Loss) after Taxes (34.70) (49.03)
OPERATIONS AND FUTURE PROSPECTS
The Company achieved a turnover of Rs.319.76 million and after considering the operating expenses ended the year
with a loss of Rs.34.70 million.
The year 2009-10 continued with the downturn that began in the previous year impacting business confidence and
customer sentiments. India, however, managed the situation effectively through government interventions like financial
stimulus and various other policies. Despite government efforts, commodity prices and other input costs continued
to harden. The rising trend of rising input costs especially for raw and packing materials poses significant challenges.
Also these cost increases could only be passed on partially by increased selling prices. Various State Governments
have been increasing VAT Rates on your Company’s products impacting margins further.
Despite the above, your Company has been able to increase Turonver by 19% over previous year, improving EBITDA
(Earnings before Interest, Taxes, Depreciation and Amortisation) by Rs.7.09 million reducing the loss for the year to
Rs.347 lakhs as compared to Rs.484 lakhs for the previous year.
In the ensuing year the Company is focusing on improving sales volumes by focusing on Tier 2 cities and towns,
reemphasized certain cost control initiatives, increase the range of products to Quick Service Restaurants etc which
are likely to benefit over a longer term.

DIVIDEND
Since your Company has not made any profits during the year under review, your Directors have not recommended
any dividend.

FIXED DEPOSITS
Your Company has not accepted any Fixed Deposits from the public during the year under review.

DIRECTORS
In terms of the provisions of the Companies Act, 1956, Mr. T. Damu and Mr. Joseph Kodianthara retire by rotation at
the forthcoming Annual General Meeting and being eligible, offers themselves for re-appointment.

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Subsidiaries Accounts 2009-2010

AUDITORS
M/s. PKF Sridhar & Santhanam, Chartered Accountants, Chennai who retire at the conclusion of the forthcoming
Annual General Meeting and being eligible, offer themselves for reappointment.

AUDITOR’S REMARKS
There are no adverse remarks in the Auditors Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS


AND OUTGO
Information regarding Conservation of Energy, Technology Absorption, Research and Development and Foreign
Exchange Earnings and Outgo as per Section 217(1)(e) of the Companies Act, 1956 have been provided in the
Annexure to this report.

PERSONNEL
Information of Employees drawing not less than Rs.2,00,000/- per month is required to be provided under Section
217(2A) of the Companies Act, 1956. There being no employee falling in the above category during the year, the same
is not furnished.

THE CORPORATE GOVERNANCE CODE


As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance
Practices followed by the Company together with a certificate from the Company's Auditors is set out in the Annexure
forming part of this report.

DIRECTORS’ RESPONSIBILITY STATEMENT


Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors’
Responsibility Statement, it is hereby confirmed: -
i. That in the preparation of the annual accounts for the financial year ended 31st March 2010, the applicable
accounting standards had been followed along with proper explanation relating to material departures;
ii. That the Directors had selected such accounting policies and applied them consistently and made judgments and
estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company
at the end of the financial year and of the profit or loss of the Company for the year under review;
iii. That the Directors had taken proper and sufficient care 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
preventing and detecting fraud and other irregularities.
iv. That the Directors had prepared the accounts for the financial year ended 31st March 2010 on a ‘going concern’
basis.

APPRECIATION
Your Directors place on record their sincere appreciation of the services rendered by the Employees of the Company.
Your Directors are also grateful to the Shareholders, Collaborators, Board for Industrial and Financial Reconstruction,
Customers and Suppliers of the Company for their continued valuable support.
For and on Behalf of the Board of Directors
Place : Cochin
Date : 17th May, 2010 A. J. Tharakan
Chairman

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Innovative Foods Limited

Annexure to Directors’ Report


Annexure to Directors’ Report for the year ended 31st March 2010
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
a) Conservation of Energy:
The Company has given topmost consideration on the conservation of energy. Main concentration is on the
conservation of electrical energy in Cold Storage areas. We have achieved an overall reduction of 5% in electricity
consumption.
b) Technology Absorption:
Efforts made in technology absorption as per Form B of the Annexure
c) Foreign Exchange Earnings and Outgo:
i. Activities relating to Exports: Efforts are made to increase the exports of the value added ready to eat and
ready to serve processed foods into cities in US, UK and other Countries.
ii. Total Foreign Exchange Earnings and Outgo:
FOB Value of Exports : Rs. 209.92 Lakhs
Expenditure:
Professional & Technical Fee : Nil
Foreign Tour Expenses : Rs. 0.53 lakhs
Others : Rs. 0.24 Lakhs
Rs. 0.77 Lakhs
CIF Value of Imports : Rs. 344.49 Lakhs

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Subsidiaries Accounts 2009-2010

Form B (See Rule 2)

Form for disclosure of particulars with respect to Technology Absorption


Research and Development (R&D)
1) Specific areas in which R&D carried out by the The Company has carried out in-house research and
Company development for introducing various kinds of processed
food products in the domestic and international markets.
The products have been well accepted in both domestic as
well as international markets leading to better realization
2) Benefits derived as a result of R&D To establish our products in international retail outlets to
obtain better realisation
3) Future plans of action Developing new value added products/improved packing
to enhance the demand in the domestic as well as
international markets
4) Expenditure on R&D
a) Capital
b) Recurring
c) Total
d) Total R&D expenditure as a percentage of total No separate capital expenditure was incurred on research
turnover and development
Technology Absorption, Adaptation and Innovation
1) Efforts in brief, made towards technology
absorption, adaptation and innovation Nil
2) Benefits derived as a result of the above efforts,
eg., Product improvement, cost reduction, product
development, import substitution etc. Nil
3) In case of imported technology (imported during
the last 5 years reckoned from the beginning of the
financial year)
a) Technology imported
b) Year of import
c) Has technology been fully absorbed?
d) If not fully absorbed, areas where this has not taken
place, reasons therefore and future plans of action Nil

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Innovative Foods Limited

Form A (See Rule 2)

Form for Disclosure of particulars with respect to Conservation of Energy

A. Power and Fuel Consumption Current Year Previous Year


1. Electricity
a) Purchased
Unit 1858449 1862687
Total Amount (Rs.) 9867839 11438512
Rate per unit (Rs.) 5.31 6.14
b) Own Generation
1. Through Diesel Generator
Units 55070 80136
Units per litre of diesel oil 2.42 2.28
Cost per unit (Rs.) 14.98 21.21
2. Through steam turbine/Generator
Units
Units per litre of fuel oil / gas
Fuel Oil/Gas
Cost per unit
2. Coal (Specify quantity and where used) 0 0
Quantity (tonnes)
Total cost
Average rate
3. Furnace Oil 0 0
Quantity (tonnes)
Total cost
Average rate
4. Others/Internal generation 0 0
(Please give details)
Quantity (tonnes)
Total cost
Rate/Unit
B. Consumption Per Unit of Production
Current Year Previous Year
Production (with details) 1709.873 1580.893
Unit MT MT
Electricity 1080.15 1178.25
Furnace oil 0 0
Coal (specify quantity) 0 0
Others (specify) 0 0

164
Subsidiaries Accounts 2009-2010

REPORT ON CORPORATE GOVERNANCE


Pursuant to Clause 49 of the Listing Agreement, a Report on Corporate Governance together with a certificate from the Auditor of
the Company form part of the Annual Report.
Mandatory Requirements
1) Company’s Philosophy on Code of Governance :-
Corporate Governance is concerned with the establishment of a system whereby the Directors are entrusted with responsibilities
and duties in relation to the direction of corporate affairs. It is concerned with morals, ethics, values, parameters, conduct,
behaviour of the Company and its management and the accountability of persons who are managing it for the stakeholders.
Your Company believes in good Corporate Governance which results in corporate excellence by practicing and attaining
maximum level of transparency, disclosures, accountability and equity in all its interaction with its Shareholders. Your
Company continued to recognise the importance of Corporate Governance to ensure fairness to the Shareholders. Corporate
Governance envisages disclosures on various facets of Company’s operations to achieve corporate excellence.
The responsibility for maintaining these high standards of corporate governance lies with the Board of Directors. The
Company, where applicable, continued to share with you from time to time various information through public notices, press
releases and through Annual Reports. The Company remains committed to laying strong emphasis on providing transparent
and relevant data for the information of its Shareholders and Creditors.
2) Board of Directors:-
In terms of the Company’s Corporate Governance Policy, all statutory and other significant and material information are
placed before the Board.
a) Composition of Board:-
As on 31st March 2010, the Board comprises of eight Directors, viz., a Chairman, four Non Executive Directors and
three Independent Directors. Efforts are on to identify more number of independent directors from different fields
and back ground so that more deliberations can take place in the Board Meeting and also to meet with the Listing
requirements of at least one half of total directors to be independent directors.
b) Number of Board Meetings:-
The Board of Directors met four times during the year. These were on 18/05/2009, 22/07/2009, 31/10/2009 and
29/01/2010.
Details in respect of each Director of your Company regarding the attendance of Board meeting, attendance at the
last Annual General Meeting and details of Directorships in other Companies and Membership in other Companies’
committees are given in a separate table.
Sl. Name of Director Category of No. of Attenda- No. of No. of other
No Directorship Board nce at last other Committee
Meetings AGM Director- Members
attended ships
1 Mr. A. J. Tharakan Chairman 4 Yes 10 Nil
2 Mr. Ramesh J. Tharakan Non-Executive 2 Yes 4 Nil
Director
3 Mr. T. Damu Non-Executive 3 Yes 2 Nil
Director
4 Mr. Joseph Kodianthara Independent Director 3 No Nil Nil
5 Mr. Niyant Maru Non-Executive 2 Yes 12 Nil
Director
6 Mr. R. H. Parekh Non-Executive Nil No 27 Nil
Director
7 Mr. T. Gundan Independent Director 2 No 4 Nil
8 Mr. M. K. Damodaran Independent Director 1 Yes Nil Nil
Mr. A. J. Tharakan & Mr. R. J. Tharakan are brothers
The particulars of Directors who are seeking appointment/re-appointment are furnished in the Directors
Report and also is a part of the Notice to the Shareholders.

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Innovative Foods Limited

3) Audit Committee:-
Audit committee Chairman Mr. Niyant Maru was present in the 18th Annual General Meeting held on 18th
September, 2009.
During the year, the Audit Committee was re-constituted on 18th May, 2009 and the committee comprised of
Mr. Niyant Maru, Chairman of the committee and Mr. M. K. Damodaran and Mr. Joseph Kodianthara as its
members. It was reconstituted on 31st October, 2009 and the Committee now comprises of Mr. Niyant Maru,
Chairman of the Committee, Mr. Joseph Kodianthara and Mr. R. J. Tharakan. The Non-Executive Directors
along with the Statutory Auditors and the Head of Finance are the invitees to the meeting. The terms of reference
of the Audit Committee are wide enough to cover all the aspects in accordance with Clause 49 of the Listing
Agreement and Section 292 A of the Companies Act, 1956.
The Committee held 4 meetings on 18/05/2009, 22/07/2009, 31/10/2009 and 29/01/2010 for the year 2009 -
2010. The details of attendance of the members in audit committee meetings is as per table below :

Sl. No Name of Member Designation No. of Meetings attended


1) Mr. Joseph Kodianthara @ Member 3
2) Mr. M. K. Damodaran (a) Member 1
3) Mr. Niyant Maru @ Chairman 2
4) Mr. T. Guntan (*) Member 1
5) Mr. R. J. Tharakan (**)@ Member 1

(a) Ceased to be Member w.e.f. 30th January, 2009, reappointed as Member on 18th May, 2009 and ceased to
be Member w.e.f. 31st October, 2009
@ Audit Committee members after reconstitution w.e.f. 31st October, 2009.
(* ) Ceased to be Member w.e.f. 18th May, 2009.
(**) appointed as Member on 31st October, 2009
Mr. Niyant Maru is the Chairman of the Audit Committee since 30th January, 2009.
The terms of reference of the Audit Committee include: -
a) Review of the quarterly and half-yearly financial results with the management.
b) Review with the management and statutory auditors, the annual financial statements before submission
to the Board including the Directors Responsibility Statement, the Accounting Policies and Practices,
significant adjustments made in the financial statements, related party transactions and any qualification in
the draft Audit Report.
c) Review with the management, statutory auditors and the internal auditors the adequacy of internal control
system.
d) To consider the reports of the internal auditors if any and discussion about their findings with the management
and suggesting corrective actions wherever necessary.
e) Overview of the Company’s financial reporting process and disclosure of financial information.
f) Reviewing the Company’s financial and risk management policies.
g) Reviewing the adequacy of the internal audit function.
h) Recommending the appointment and removal of external auditor, fixation of audit fee and also approval for
payment for any other services.
i) Look into the reasons for substantial defaults in payment to the depositors, debenture holders, shareholders
(in case of non-payment of declared dividend) and creditors, if any.

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Subsidiaries Accounts 2009-2010

j) Authority to investigate into any matter referred to in Section 292A of the Companies Act, 1956.
Details of Equity Shares of the Company held by the Directors are as follows :-
Sl. No. Name of the Director No.of Equity Shares Held
1. Mr. A J Tharakan 571
2. Mr. R J Tharakan 11
4) Shareholders’ Committee :-
The Shareholders’ Committee comprises Mr. Niyant Maru as its Chairman and Mr. T. Damu as its other member.
Mr. Mohan Jayaraman, Chief Finance Officer cum Company Secretary, is the Compliance Officer and the
Secretary of the Committee. The Committee looks after complaints of Shareholders and investors concerning
transfer/ transmission of shares, non-receipt of Annual Reports etc.
The Board of Directors of the Company has delegated the authority to approve transfer of shares to the Shareholders
Committee. The shareholders of the Company as per the SEBI guidelines are serviced by M/s. Intergrated
Enterprises (India) Limited, No.1, Ramakrishna Street, North Usman Road, T. Nagar, Chennai 600 017.
The transfers received by the Company are processed and transferred within 21 days of the receipt. In case
the transfers are not effected within 21 days, acknowledgements are sent to the Shareholders confirming the
receipt of Share Transfer applications. All requests for dematerialisation of shares are likewise processed and
confirmation thereof is conveyed to the investors and depository participants within 15 working days of receipt
thereof. The Committee also monitors redressal of investors’ grievances. Particulars of investors grievances
received and redressed are as under:-
Type of complaint Received during Redressed during Pending as on

2009–10 2008–09 2009–10 2008–09 31.3.10 31.3.09


Complaints regarding Shares (Non receipt 2 12 2 12 Nil Nil
of shares/transmission, correction of names,
consolidation/ sub-division of shares and
general transfer correspondence)
Miscellaneous/other than the above 186 82 186 82 Nil Nil
The composition of the Committee and the number of meetings held during the year are furnished hereunder. In
addition, transfers processed were placed before the Committee for approval on a regular basis.
During the year 2009 – 2010, 12 meetings of the Shareholders’ Committee were held on 25/04/2009, 25/05/2009,
25/06/2009, 25/07/2009, 07/08/2009, 25/09/2009, 24/10/2009, 25/11/2009, 30/12/2009, 25/01/2010, 20/02/2010
& 25/03/2010.
Attendance of the members at the meeting is as follows:
Sl. No Name of Member Designation No. of Meetings attended
1 Mr. Niyant Maru Chairman 12
2 Mr. T. Damu Member 12
5) General Body Meetings :-
Location and time for the last three Annual General Meetings:-
Financial Year Date Time Venue
31.3.2009 18.09.2009 10.15 A.M Hotel Casino, Willingdon Island, Cochin
31.3.2008 05.09.2008 10.15 A.M Hotel Casino, Willingdon Island, Cochin
31.3.2007 27.09.2007 10.30 A.M Hotel Casino, Willingdon Island, Cochin

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Innovative Foods Limited

Postal Ballot Resolution


No Postal Ballot Resolution was passed during the year 2009-10. No special resolution is proposed to be
conducted through postal ballot before the ensuing Annual General Meeting.
The Company has paid up-to-date listing fees to Cochin, Bombay Stock Exchanges, Delhi and Calcutta Stock
Exchanges. The shares were delisted from Cochin, Bombay Stock Exchanges and Calcutta Stock Exchanges
during the year. Application has been made to Delhi Stock Exchange for delisting and the same is pending with
the exchange.
6) Disclosures:-
1. Related party transactions are listed in Notes to Accounts – Point 16
2. No penalties/strictures have been imposed on the Company by Stock Exchanges or SEBI or any statutory
authority, on any matter related to capital markets during 2009-10 and during the last three years.
3. There were no instances of non-compliance by the Company on any matter related to the capital market
during 2009-10 and the last 3 years.
4. The Company is in the process of formulating the Whistle Blower Policy pursuant to which employees can
raise their concern relating to fraud, malpractice or event which is against the Company’s interest.
5. No personnel has been denied access to the Audit Committee for any matter during the year 2009-2010.
6. The Company has followed the prescribed Accounting Standards while preparing the financial statements.
7. The Company is yet to formally lay down procedures regarding risk assessment and minimization
procedures.
7) Means of Communication:-
1. Quarterly results are published in prominent daily newspapers viz. The Financial Express and the Deepika.
The annual reports are posted to all the shareholders.
2. Management’s Discussions & Analysis forms part of this annual report, which is also being posted to all
the shareholders of the Company.
3. Official news releases are given directly to the press.
4. The Company is in the process of redesigning of its website.
8) Compliance with Non-mandatory Requirement:-
i) Chairman of The Board : The Non-Executive Chairman has a separate office as at the Amalgam Group
Headquarters at Amalgam House, Bristow Road, Willingdon Island, Cochin – 682003 and hence a separate
office is not maintained.
ii) Remuneration Committee: The Board of Directors in their meeting held on 29th January, 2007 dissolved
the Remuneration Committee as it is a non-mandatory requirement.
iii) Mechanism of evaluating the Non-Executive Board Members: The Board of Directors of the Company
comprises the Non-Executive Directors. The Directors appointed on the Board are from diverse fields
relevant to the Company’s business and have long-standing experience and expertise in their respective
fields. They have considerable experience in managing large corporates and have been in public life for
decades. The enormously rich background of the Directors is of considerable value to the Company.
Non-Executive Directors add substantial value through the deliberations at the meetings of the Board and
Committee thereof. To safeguard the interests of the investors, they also play a control role. In important
committees of the Board like the Audit Committee, the Shareholder Committee, they play an important role
by contributing to the deliberations of the Committee meetings. Besides contributing at the meeting of the
Board and Committees, the Non-Executive Directors also have off-line deliberations with the management
of the Company and add value through such deliberations.

168
Subsidiaries Accounts 2009-2010

iv) Whistle Blower Policy :-


The details are given under the heading Disclosures in the earlier part of this Report.
As regards the other non-mandatory requirements, the Board has taken cognizance of the same and shall
consider adopting the same as and when necessary.
9) General Shareholder’s Information :-
1) AGM date, time and venue : 18th September, 2009 at 10.15 am
Hotel Casino
Willingdon Island
Cochin – 682003
2) Financial Calendar
Year ending : March 31
Board meeting for considering
Unaudited Quarterly results for the Within one month from the
First three quarters of the financial end of each quarter
Year ending 31st March 2010:
Audited results of the Company for the Within three months from the
Financial year ending 31st March 2010: end of financial year
3) Date of Book Closure : 7th August, 2009 to
13th August, 2009
(both days inclusive)
4) Dividend payment date : Not applicable
5) Listing on Stock Exchanges at :
Presently the Shares are listed in the Delhi Stock Exchanges as detailed below :
a) The Delhi Stock Exchange Association Ltd., **
DSE House, 3/1 Asaf Ali Road,
New Delhi – 110 002
** Already applied for delisting.
6) Stock Exchange Security Code :- 519210
7) Monthly high and low quotations along with the volume of Shares traded at Mumbai Stock Exchange
during 2009-2010
As the shares have been delisted from Bombay Stock Exchange, the relevant particulars are not available.
8) Performance of IFL Share Price in comparison to SENSEX during 2009-10
As the shares have been delisted from Bombay Stock Exchange, the relevant particulars are not available.
9) The Company’s Depository Registrar for Shares in physical and electronic form :
M/s. Integrated Enterprises (India) Ltd.,
5A, 5th Floor, Kences Towers,
1 Ramakrishna Street, T Nagar, Chennai – 600 017
Tel. 8140801 – 03 Fax. 8142479
Email : yesbalu@iepindia.com/shaji@iepindia.com

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Innovative Foods Limited

10) Share Transfer System :-


The Company’s Equity Shares are admitted with the Depository System of National Security Depositories
Limited (NSDL) and Central Depository Services (India) Limited (CDSL) as an eligible security under the
Depositories Act, 1996. As such, facilities for dematerialisation of the Company’s Equity Shares are available
vide ISIN No.INE827C01014. However with effect from 19/04/2007, new ISIN No. INE827C01022 has been
assigned for the Equity Shares of the Company.
Share transfer in physical form is presently registered and returned within a period of 21 days from the date
of receipt, subject to the documents being valid and complete in all respects. The Company offers the facility
of transfer-cum-demat. Under the said system, after the share transfer is effected, a letter is being sent to the
transferee indicating the details of the transferred shares and in case the transferee wishes to demat the shares
he can approach Depository Participant (DP) with the options letter. The DP will, based on the option letter,
generate the demat request and send it to the Registrar along with the option letter issued by the Registrar and
Transfer Agents, M/s. Integrated Enterprises (India) Limited. On receipt of the same, the Company’s Registrar
and Transfer Agents dematerialise the shares. In case the transferee does not wish to dematerialise the Shares, he
need not exercise the option and the Company’s Registrar and Transfer Agents will despatch the Share Certificates
after 15 days from the date of such option letter.
The Company has a Shareholder’s Committee to look into various issues relating to the investors including share
transfers. This Committee meets normally on monthly basis. The total number of such meetings held during the
year was 12.

11) Investor Grievance Redressal system:-


Investor grievances against the Company are handled by the Company’s Registrar and Share Transfer Agents,
M/s. Integrated Enterprises (India) Limited, in consultation with the Secretarial Department of the Company.
The Registrars have adequate skilled staff with professional qualifications and advanced computer systems for
speedy redressal of investor’s grievances. The total process of settlement of a complaint right from its receipt to
disposal is fully computerised to ensure timely settlement. It normally takes 15 days from the date of receipt of
complaint for disposal of investor grievances.
12) Distribution of Shareholding as on 31st March 2010:-

No. of Equity No. of % of Shareholders Amount of Shares % Shares held


Shares held Shareholders held in Rs.
1 TO 500 13,011 99.21% 3,391,120 2.92%
501 – 1000 39 0.30% 299,710 0.26%
1001 – 2000 25 0.19% 342,410 0.30%
2001 – 3000 11 0.08% 268,980 0.23%
3001 – 4000 8 0.06% 290,580 0.25%
4001 – 5000 6 0.05% 271,650 0.23%
5001 – 10000 2 0.02% 115,510 0.10%
Above 10001 12 0.09% 111,103,770 95.71%
13,114 100.00% 116,083,730 100.00%

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Subsidiaries Accounts 2009-2010

13) Categories of Shareholders as on 31st March 2010:-


Category No. of Shares held Percentage of Shareholding
Promoters’ Shareholding 10,946,258 94.30%
Mutual Funds & UTI 5,850 0.05%
Banks & Financial Institutions 60 0.00%
Foreign Company 125,000 1.08%
Private Corporate Bodies 42,096 0.36%
Indian Public 410,079 3.53%
NRI/OCBs 70,528 0.61%
Clearing Member 8,502 0.07%
11,608,373 100.00%
14) Dematerialisation of Shares and Liquidity:-
Approximately 77.67% of the Equity Shares after reduction and amalgamation have been dematerialised upto
31st March 2010.
Trading in Equity Shares of the Company is permitted only in dematerialised form w.e.f 29th January 2001 as
per the notification issued by the Securities and Exchange Board of India.
15) Outstanding GDRs/ADRs/Warrants or any Convertible Instruments, Conversion date and likely impact
on equity:-
The Company has not issued any GDRs/ADRs/Convertible Instruments.
16) Plant Location:-
Ezhupunna P O, Cherthala Taluk
Alleppey District, Pin – 688 548.
17) The Company has adopted the Tata Code of Conduct for all Senior Management personnel and is proposing to
adopt the same for their Directors. An annual affirmation of compliance with the Tata Code of conduct is taken
from all senior management personnel.
18) Address for Correspondence by Investors:
M/s. Innovative Foods Ltd.,
Chakolas Habitat
A Block, 1 C
Thevara Ferry Road
Cochin - 682 013
Kerala.
Email – mohan.jayaraman@sumeru.net
Or
M/s. Integrated Enterprises (India) Limited,
5A, 5th Floor, Kences Towers,
1 Ramakrishna Street,
T Nagar, Chennai – 600 017
Tel. 28140801 – 03, Fax. 28142479,
Email : yesbalu@iepindia.com / shaji@iepindia.com
Shareholders holding in Electronic mode should address all their correspondence to their respective Depository
Participant.
For and on behalf of the Board
A. J. Tharakan
Place : Kochi Chairman
Date: May 17, 2010

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Innovative Foods Limited

CHIEF FINANCIAL OFFICER (CFO) CERTIFICATION


Myself Mohan Jayaraman, Chief Finance Officer cum Company Secretary hereby certify that:
a) I have reviewed the Audited Financial Accounts and the cash flow statement for the financial year ended March
31, 2010 and that to the best of my knowledge and belief:
(i) these audited financial accounts do not contain any materially untrue statement or omit any material fact or
contain statements that might be misleading.
(ii) these audited financial accounts together present a true and fair view of the Company’s affairs and are in
compliance with the existing accounting standards, applicable laws and regulations.
b) There are, to the best of my knowledge and belief, no transactions entered into by the Company during the year
which are fraudulent, illegal or violative of the Company’s Code of Conduct.
c) I accept responsibility for establishing and maintaining internal controls and that I have evaluated the effectiveness
of the internal control systems of the Company and have disclosed to the auditors and the Audit Committee,
deficiencies in the design or operation of internal controls, if any, of which I am aware and the necessary steps
have been taken or proposed to be taken to rectify these deficiencies.
d) I have indicated to the Auditors and the Audit Committee
· Significant changes in internal control over financial reporting during the year
· Significant changes in accounting policies during the year and the same have been disclosed in the notes to
the financial statements and
· Instances of significant fraud of which I have become aware and the involvement therein, if any of the
management or an employee having a significant role in the Company’s internal control system over
financial reporting.
Mohan Jayaraman
Chief Finance Officer
Cum Company Secretary

Place : Kochi
Date : May 17, 2010

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Subsidiaries Accounts 2009-2010

MANAGEMENT DISCUSSION AND ANALYSIS REPORT


The Directors have the pleasure of presenting the Management Discussion and Analysis Report for the year ended 31st
March 2010.
A. THE BUSINESS :
M/s. Innovative Foods Limited (IFL) [Formerly M/s. Innovative Marine Foods Limited] was incorporated on 1st
September 1989 in the State of Kerala with its Registered Office at Amalgam House, Bristow Road, Willingdon Island,
Cochin - 682 003, which was changed to Chakolas Habitat, A Block, 1C, Thevara Ferry Road, Cochin – 682013, Kerala
from 17th May 2010. The Company was promoted by M/s. Amalgam Foods Limited (AFL), the parent Company of
Amalgam Group, Cochin in association with multinationals like M/s. Mitsubishi Corporation, M/s. Saudi Fisheries
Company, M/s. Gourmet Club Corporation, M/s. Ristic GmbH, Germany, M/s. Sea products SRL, Italy who are
among the leaders in the Seafood Industry in the respective countries.
In the early 90’s the Amalgam Group identified new opportunities in the wake of changes in the Seafood Industry with
the shifting of production base from developed countries and for moving up the value chain into more profitable retail
segments.
However, a combination of following events totally beyond the control of the Company seriously affected its
performance.
• Set back of Shrimp aquaculture in India
• Detention of Cooked Shrimp by the United States Food and Drug Authorities (US FDA)
• Unilateral ban on the import of seafood from India by the European Union
• Loss of benefit due to change in Exim Policy.
• Levy of Anti-dumping Duties on the import of Frozen Shrimp from India by the United States
The combination of the all the above factors resulted in the total erosion of the Company’s net worth during 1999 and
the Company was referred to BIFR for determination of suitable measures for its rehabilitation.
The Company had accordingly submitted the original Rehabilitation Scheme to the Hon’ble BIFR through the
Operating Agency in 2004. The Hon’ble BIFR by its Order dated 31/05/2004 approved the Scheme of Rehabilitation
in two stages. The Company implemented Stage I and as per the approved Scheme, the Company fully settled the dues
of all the financial institutions who were holding the first charge on the Company’s immovable properties. However,
there was some delay in implementing the Stage II of the Rehabilitation Scheme and the BIFR declared the sanctioned
Scheme 2004 as failed.
Subsequently, the Promoters identified the new Strategic Investor, M/s. Residency Foods & Beverages Limited, an
Associate Company of Indian Hotels Company Limited. Based on the understanding arrived with the new Strategic
Investor, the Company submitted Modified Draft Rehabilitation Scheme (MDRS) to the BIFR for approval. The BIFR
by its Order dated 8th December 2006, approved the Modified Scheme of Rehabilitation. The salient features of the
approved modified scheme are as under:
1) IFL will be reorganized in the following lines:
(i) IFL will settle its liability under One Time Settlement arrangement with all the three Banks
(ii) The Share Capital of IFL would be written down by 90% from the existing level of paid-up capital
(iii) The Strategic Investor, RFBL would invest Rs.2400 Lakhs in the following manner:
a. Rs.1500 Lakhs would be raised in the form of equity in the Share Capital of Amalgam Foods &
Beverages Limited.
b. RFBL would arrange for a loan fund of Rs.900 Lakhs consisting of Rs.356 Lakhs as interest free
unsecured loan and balance Rs.544 Lakhs to be raised as commercial loan at the prevailing rates.

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Innovative Foods Limited

(iv) AFBL would be reverse merged into IFL


The Board of Directors are pleased to inform that the Company has generally carried out the above terms
as per the BIFR Order and the rehabilitation of IFL is progressing well.
As per the approved scheme of the BIFR the Strategic Investor, RFBL would hold 67.93% of the Capital
of the merged Company, Amalgam group will hold 26% and the balance by the General Public. The
management is confident that with the induction of capital and the merger of Amalgam Foods & Beverages
Limited with IFL would significantly improve the networth and also strengthen the Company’s Balance
Sheet.
B. INDIAN FOOD INDUSTRY STRUCTURE AND DEVELOPMENTS:
In the last few years, India’s potential to emerge as a food-processing destination of the world has been recognized.
The key inputs for creating the food-processing base availability of quality raw materials, requisite infrastructure,
skilled labour and quality and hygiene culture have been targeted for structural improvements. Several studies
have identified a large market for processed foods within India itself; for instance, a study by Rabobank reports
that organized food retailing in India has immense potential for growth, as it taps hardly 1% of the market due to
low quality of products and lack of distribution.
This apart, some important developments occurring in the global food industry are reshaping the supply chains
and creating new opportunities. One such development is evolving consumer interest towards Indian ethnic food
in many developed countries. This trend has been confirmed by many studies by food research entities. Another
visible trend is the growth of private labels in food sector that are collapsing the supply chain and moving in the
direction of collaborative procurement process.
It is also widely acknowledged that in India, changing lifestyles have been prompting people to look to convenience
foods; that food consumers are now better educated and informed; and that consumer behaviours are shifting in
ways that translate to opportunities for processed food industry.
The eating culture in India and other Asian Countries and the perception of frozen processed foods are slowly
changing. Longer working women and western influence on diet and culture have increased consumer demand
for frozen food in many urban centres. More liberal economic policies, rising living standards and improved
manufacturing and distribution networks have also contributed to a rise in consumer purchasing power in towns
and cities across the country.
The demand for affordable, easy-to-prepare meals such as frozen ready-meals will continue to attract a potentially
large number of consumers in the ever dynamic and fast paced lifestyle. Urban living has also been driving sales
of convenient frozen ready meals and easy-to-prepare, convenient-to-store products.
This gives tremendous opportunity for companies that are well versed with the International standards of food
processing to translate their expertise to reap the benefits for their efforts in developing such products.
C. OPPORTUNITIES AND THREATS:
Opportunities
• Enormous and relatively untapped market in India and abroad for Indian ethnic food
• Brand growth across all categories
• Your management has identified various areas which will drive the Company’s growth to reach its vision.
• Your Company is revamping its food services strategy to cater to as many institutions, restaurants as feasible
through increased penetration and reach
Threats
• Aggressive price competition in future from large multinationals intent on market share once the proposed
market in India matures
• Slow reforms in Food Laws by the government for food processing sector

174
Subsidiaries Accounts 2009-2010

• Rising input prices of commodities, fuel costs and food inflation


• Cascading indirect taxes
D. SEGMENTWISE OR PRODUCTWISE PERFORMANCE:
The Company has only one single primary business segment i.e., food and hence the profitability of each segment
of business are not applicable to the Company.
E. OUTLOOK:
The Company has identified the tremendous opportunity in the food industry some years ago and initiated steps
to tap the same. The basic plan envisages to leverage the Company’s core competence in food process to create
infrastructure, develop products that meets consumer expectation and set up infrastructure to create a sustainable
food business. We will endeavour to maximize customer satisfaction by first identifying product attributes that
are important to the customers and then optimizing them through product research.
F. RISK & CONCERNS:
Your Company is in the process of framing risk management policy which would lay down the process for
identification and mitigation of risk.
G. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
Your Company has reviewed internal controls and effectiveness. The Company is mainly planning to focus on
the following issues:
1) Identify weaknesses and areas of improvements
2) Compliance with defined policies and processes
3) Safe guarding the tangible and intangible assets
4) Management of business and operational risk
5) Compliance with applicable statutes
The Audit Committee of the Board will oversee the adequacy of the internal control environment through
the regular reviews of the audit findings.
H. FINANCIAL PERFORMANCE:
The accounts that you find alongwith the Audit Report have been presented on the accrual system of accounting.
For instance, revenue is recognised as income as soon as the transaction is recorded in the Company’s books
even though the actual receipt transpires later. The format of accounting corresponds to the Generally Accepted
Accounting Principles in the country.
Results of Operations
The total income of the Company stood at Rs.31.98 Crores for the year 2009 – 2010. The net loss before taxation
stood at Rs.3.47 Crores. The Company is planning to increase its capacity utilization and also making efforts to
rationalize the costs so that the cost can be reduced substantially.
With regard to the Balance Sheet position the networth of the Company is negative.
I. HUMAN RESOURCES/INDUSTRIAL RELATIONS:
Your Company has during the previous year continued its unstinted record of good Industrial Relations with
its employees. The manpower employed in your Company for 2009 – 2010 was 486 Nos., which included
executives, staff, probationers, trainees and contract employees.
J. CAUTIONARY STATEMENT:
Statements in this Management Discussion and Analysis describing the Company’s objectives, projections and
expectations may be a “forward looking statement” within the meaning of applicable laws and regulations.
Actual results might differ materially from those either expressed or implied.

175
Innovative Foods Limited

Auditors’ Certificate on Compliance of Conditions of Corporate Governance as per


Clause 49 of the Listing Agreement of the Stock Exchange
To
The Members of Innovative Foods Limited
We have examined the compliance of conditions of Corporate Governance by Innovative Foods Limited, for the
year ended on March 31, 2010, as stipulated in Clause 49 of the Listing Agreement of the said Company with stock
exchange.
The compliance of conditions of corporate governance is the responsibility of the management. Our examination
was limited to procedures and implementation thereof, adopted by the Company, for ensuring the compliance of the
conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements
of the Company.
In our opinion and to the best of our information and according to the explanations given to us, subject to the
following:
1) The present Board comprises three independent directors as against the mandated one half of the board
of directors.
2) The Chairman of audit committee is not an independent director as mandated
3) The Company does not have a CEO and hence there is no CEO certification
4) The Company has not laid down any code of conduct for its Board members
5) Properly defined risk framework is to be introduced and
6) The Company's website does not contain
a) code of conduct
b) quarterly/annual results etc.
We certify that the Company has complied with the conditions of Corporate Governance as stipulated in the above-
mentioned Listing Agreement.
We further state that such compliance is neither an assurance as to the future viability of the Company nor the efficiency
or effectiveness with which the management has conducted the affairs of the Company.

For PKF Sridhar & Santhanam

Chartered Accountants
S. RAMAKRISHNAN
Membership No.: 18967
Place : Mumbai Firm Regn No:003990S
Date : 17th May 2010

176
Subsidiaries Accounts 2009-2010

AUDITOR’S REPORT
To
The Members of INNOVATIVE FOODS LIMITED
1. We have audited the attached Balance Sheet of INNOVATIVE FOODS LIMITED, Amalgam House, Bristow
Road, Willingdon Island, Kochi - 682 003 as at 31st March 2010, the Profit and Loss Account and also the Cash
Flow Statement for the year ended on that date annexed thereto. These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on these financial statements based
on our audit.
2. We conducted our audit in accordance with the auditing standards generally accepted in India. Those Standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial statement presentation.
We believe that our audit provides a reasonable basis for our opinion.
3. As required by the Companies (Auditor's Report) Order, 2003 as amended by the Companies (Auditor’s Report)
(Amendment Order), 2004 issued by the Central Government of India in terms of sub-section (4A) of section
227 of the Companies Act, 1956, we enclose in the Annexure a statement on the matters specified in paragraphs
4 and 5 of the said Order.
4. Attention is drawn to note no. 1 dealing with the Company preparing its financial statements on the basis that it
is a going concern in view of the plans of management to revive the Company.
Further to our comments in the Annexure referred to above, we report that:
(i) We have obtained all the information and explanations, which to the best of our knowledge and belief were
necessary for the purposes of our audit;
(ii) 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 the books;
(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in
agreement with the books of account;
(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this
report comply with the mandatory accounting standards referred to in sub-section (3C) of section 211 of
the Companies Act, 1956;
(v) On the basis of written representations received from the directors, as on 31st March, 2010 and taken on
record by the Board of Directors, we report that none of the directors are disqualified as on 31st March,
2010 from being appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the
Companies Act, 1956;
(vi) In our opinion and to the best of our information and according to the explanations given to us, the said
financial statements together with the notes thereon attached thereto, give, in the prescribed manner the
information required by the Companies Act, 1956, 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 31st March, 2010;
(b) in case of the Profit and Loss Account, of the loss 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.
For PKF Sridhar & Santhanam
Chartered Accountants
S. Ramakrishnan
Place: Mumbai Partner
Date: 17th May, 2010 Membership No.: 18967
Firm Regn. No. 003990S

177
Innovative Foods Limited

Annexure to the Auditor's Report


Referred to in paragraph 3 of the Auditors’ report to the members of INNOVATIVE FOODS LIMITED on the Accounts
for the year ended 31st March, 2010,
(i) (a) The Company has maintained proper records showing full particulars, including quantitative details and
situation of fixed assets.
(b) According to the information and explanation given to us, the fixed assets have been physically verified
by the management during the year based on a program of verification in a phased manner over a period
of two years, which, in our opinion, is reasonable, having regard to the size of the Company and nature
of the assets. The discrepancies noticed on such verification have been properly dealt with in the books of
account.
(c) In our opinion and according to the information and explanations given to us, the Company has not disposed
off a substantial part of its fixed assets during the year.
(ii) (a) During the year, the inventories have been physically verified by the management. In our opinion, the
frequency of verification is reasonable.
(b) In our opinion and according to the information and explanations given to us, the procedures of physical
verification of inventories followed by the management are reasonable and adequate in relation to the size
of the Company and the nature of its business.
(c) The company is maintaining proper records of inventory for quantities (and not for value) and discrepancies
noticed on physical verification were not material. The same have been properly dealt with in the books of
account by valuing the physical inventories.
(iii) (a) According to the information and explanations given to us, the Company has, during the year, not granted
any loans, secured or unsecured to companies, firms or other parties covered in the Register maintained
under Section 301 of the Companies Act, 1956. Accordingly, paragraphs 4 (iii) (a), (b), (c) and (d) of the
Companies (Auditor’s Report) Order, 2003 (hereinafter referred to as the Order) are not applicable.
(b) According to the information and explanations given to us, the Company has, during the year, not taken
any loans, secured or unsecured from companies, firms or other parties covered in the Register maintained
under section 301 of the Companies Act, 1956. Accordingly, paragraphs 4 (iii) (e), (f) and (g) of the Order,
are not applicable.
(iv) In our opinion and according to the information and explanations given to us, there is an adequate internal control
system commensurate with the size of the Company and the nature of its business with regard to the purchase
of inventory and fixed assets and with regard to sale of goods. On the basis of our examination and according to
the information and explanations given to us, there is no continuing failure to correct major weaknesses in the
aforesaid internal control system.
(v) (a) In our opinion and according to the information and explanations given to us, all particulars of contracts
or arrangements referred to in Section 301 of the Companies Act, 1956 have been entered in the Register
required to be maintained under that section.
(b) In our opinion and according to the information and explanations given to us, there are no transactions
made in pursuance of such contracts or arrangements exceeding the value of five lakh rupees.
(vi) The Company has not accepted any deposits from the public within the meaning of Section 58A and 58AA of the
Act and the Rules made there under.

178
Subsidiaries Accounts 2009-2010

(vii) The Company has an internal audit system commensurate with its size and nature of its business.
(viii) The Company is not required to maintain cost records prescribed by the Central Government under clause (d) of
sub-section (1) of section 209 of the Act.
(ix) (a) According to the information and explanations given to us and the records of the Company examined by us,
the Company has generally been regular in depositing undisputed statutory dues including provident fund,
employees’ state insurance dues, income-tax, Investor Education and Protection Fund, wealth tax, sales
tax, customs duty, excise duty, cess and other material statutory dues applicable to it with the appropriate
authorities except for some minor delays in remittance of service tax. We are informed that there are no
undisputed statutory dues as at the year end, outstanding for a period of more than six months from the
date they became payable except for Sales Tax arrears of Rs. 65,465 pertaining to a demand in July 2009
(Since paid on 27th April, 2010) & Short remittance of Karnataka VAT to the tune of Rs. 341 payable for
the month of May 2009.
(b) According to the information and explanations given to us, and the records of the Company examined by
us, there are no disputed dues of sales tax, wealth tax, service tax, custom duty and cess, which have not
been deposited. The particulars of Income Tax & excise duty as at March 31st 2010 which have not been
deposited on account of dispute are as follows

Name of Statute Nature of the Period for which Amount Forum where
dues it relates to (Rs. in Lakhs) dispute is pending
Income Tax Act Taxes on Income Assessment 1494.88 CIT (Appeals)
Year - 2007-08
Central Excise & Excise duty 2003-04 42.31 Supreme Court of
Tariff Act India

(x) The Company was a sick company as per the Sick Industrial Companies (Special Provisions) Act. The Board
for Industrial and Financial Reconstruction (BIFR) has passed an order dated 8th December, 2006 approving a
scheme of revival, and this scheme is under implementation. The Company’s accumulated losses at the end of
the financial year are more than its net worth. The Company has incurred cash losses during the financial year
ended 31st March, 2010 and in the immediately preceding financial year ended 31st March, 2009.
(xi) According to the records of the Company examined by us and on the basis of information and explanations given
to us, the Company has not defaulted in repayment of dues to banks and financial institutions during the year.
(xii) The Company has not granted any loans and advances on the basis of security by way of pledge of shares,
debentures and other securities, accordingly paragraph 4 (xii) of the Order is not applicable.
(xiii) The Company is not a chit fund / nidhi / mutual benefit fund / society to which the provisions of special statute
relating to chit fund are applicable, accordingly paragraph 4 (xiii) of the Order is not applicable.
(xiv) As the Company is not dealing or trading in shares, securities, debentures and other investments, paragraph 4
(xiv) of the Order is not applicable.
(xv) According to the information and explanations given to us, the Company has not given any guarantee during the
year for loans taken by others from banks or financial institutions.
(xvi) In our opinion and according to the information and explanations given to us, term loans were applied for the
purpose for which the loans were obtained.

179
Innovative Foods Limited

(xvii) According to the information and explanations given to us and on an overall examination of the Balance Sheet
of the Company, we report that, during the year, short-term funds have been used to finance long-term
investment.
(xviii) The Company has not made any preferential allotment of shares during the year.
(xix) The Company has not issued any debentures during the year.
(xx) The Company has not raised any money by way of public issue during the year.
(xxi) Based upon the audit procedures performed and information and explanations given by the management, we
report that no fraud on or by the Company has been noticed or reported during the year ended 31st March 2010.

For PKF Sridhar & Santhanam


Chartered Accountants

(S. Ramakrishnan)
Place: Mumbai Partner
Date: 17th May 2010 Membership No.: 18967
Firm Regn. No.: 003990S

180
Subsidiaries Accounts 2009-2010

Balance Sheet as at 31st March 2010


SCHEDULE 31.03.2010 31.03.2009
Rs. Rs.
SOURCES OF FUNDS
SHAREHOLDERS' FUNDS
Share Capital A 116,083,730 116,083,730
Reserves and Surplus B - 116,083,730 - 116,083,730
LOAN FUNDS C
Secured 77,415,176 78,525,918
Unsecured 92,300,000 72,300,000
285,798,906 266,909,648
APPLICATION OF FUNDS
FIXED ASSETS D
Gross Block 233,985,071 237,848,683
Less: Depreciation 134,998,747 130,872,483
Net Block 98,986,324 106,976,200
Capital work-in progress / advances 1,360,000 100,346,324 1,360,000 108,336,200
INVESTMENTS E 3,000,000 3,000,000
CURRENT ASSETS, LOANS AND ADVANCES F
Inventories 80,939,912 54,674,718
Sundry Debtors 35,596,313 30,697,042
Cash and Bank Balances 13,517,264 10,308,116
Other Current Assets 582,965 313,617
Loans and Advances 5,520,435 6,134,403
136,156,889 102,127,896
Less: CURRENT LIABILITIES AND PROVISIONS G
Current Liabilities 91,674,856 48,052,537
Provisions 1,767,633 3,538,506
93,442,489 51,591,043
NET CURRENT ASSETS 42,714,400 50,536,853
PROFIT AND LOSS ACCOUNT H 139,738,182 105,036,595
285,798,906 266,909,648
NOTES TO THE ACCOUNTS Q
For and on behalf of Board of Directors As per our Report of even date
For PKF SRIDHAR & SANTHANAM
Chartered Accountants
A. J. Tharakan T. Damu
Chairman & Director Director S. Ramakrishnan

Cochin Mohan Jayaraman Partner


May 17, 2010 CFO cum Company Secretary Membership No.: 18967
Firm Regn. No.: 003990S
Mumbai
May 17, 2010

181
Innovative Foods Limited

Profit and Loss Account for the year ended 31st March 2010
SCHEDULE 31.03.2010 31.03.2009
Rs. Rs.
INCOME
Sales / Income from operations I 319,758,387 268,587,992
Less: Excise Duty - -
Net Sales 319,758,387 268,587,992
Other Income J 5,330,559 762,719
325,088,946 269,350,711
EXPENDITURE
Materials Consumed and purchase of goods K 194,827,615 141,208,476
Manufacturing & Other expenses L 154,858,016 152,821,840
Interest M 19,290,516 17,874,715
Depreciation D 10,587,124 13,033,006
Adjustment due to decrease/(increase) in stock
N (19,772,738) (9,560,690)
of finished goods and work-in-progress
359,790,533 315,377,347
PROFIT/ (LOSS) BEFORE PRIOR PERIOD ITEMS,
(34,701,587) (46,026,636)
EXCEPTIONAL ITEMS AND TAXATION

Prior Period Items O - -


Exceptional Items P - 2,409,025
PROFIT / (LOSS) BEFORE TAXATION (34,701,587) (48,435,661)
Income tax expense
Current Tax - -
Deferred Tax - -
Fringe Benefit Tax - - 596,915 596,915
PROFIT / (LOSS) FOR THE YEAR (34,701,587) (49,032,576)
Excess / (Short ) provision for Income Tax in earlier years
written back / provided for - -
Deferred Tax for earlier years written back - -
DEFICIT CARRIED TO SCHEDULE H (34,701,587) (49,032,576)
BASIC AND DILUTED EARNINGS PER SHARE (2.99) (4.22)
NOTES TO THE ACCOUNTS Q

For and on behalf of Board of Directors As per our Report of even date
For PKF SRIDHAR & SANTHANAM
Chartered Accountants
A. J. Tharakan T. Damu
Chairman & Director Director S. Ramakrishnan

Cochin Mohan Jayaraman Partner


May 17, 2010 CFO cum Company Secretary Membership No.: 18967
Firm Regn. No.: 003990S
Mumbai
May 17, 2010

182
Subsidiaries Accounts 2009-2010

Cash Flow Statement for the year ended 31st March 2010
Year ended on Year ended on
31st March 2010 31st March 2009
(In Rs.) (In Rs.) (In Rs.) (In Rs.)
CASH FLOW FROM OPERATING ACTIVITIES:
Net Loss Before Tax (34,701,587) (48,435,661)
Adjusted for:
Depreciation for the period 10,587,124 13,033,006
Interest Expenses Considered Separately 19,290,516 17,874,715
Interest Income Considered Separately (458,379) (464,879)
Provision for Doubtful Debts / Advances 624,597 681,614
Loss on sale of Fixed Assets 1,026,438 90,876
Exceptional Items - Impairment Loss - 2,409,025
31,070,296 33,624,357
Operating Profit before Working Capital Changes (3,631,291) (14,811,304)
Adjusted for:
Inventories (26,265,194) (8,521,236)
Debtors (5,523,868) (1,224,018)
Loans and Advances 613,968 530,792
Trade and Other Payables 41,828,267 10,388,440
10,653,173 1,173,977
Cash Used in Operations 7,021,882 (13,637,327)
Taxes Paid (net) 23,179 (543,929)
Net Cash Used in Operating Activities 7,045,061 (14,181,256)
CASH FLOW FROM INVESTING ACTIVITIES:
Purchase of Fixed Assets (4,278,835) (6,441,070)
Proceeds from sale of Fixed Assets 655,150 24,400
Purchase of Investments - -
Interest received 189,031 210,714
Net Cash Used in Investing Activities (3,434,654) (6,205,956)
CASH FLOW FROM FINANCING ACTIVITIES:
Movement in Secured and Unsecured Loans 18,889,258 40,440,038
Interest Paid (19,290,516) (17,874,715)
Fixed Deposit (net additions) (1,903,506) (1,033,306)
Net Cash flow from Financing Activities (2,304,764) 21,532,017
Net Increase / (Decrease) in Cash and Cash Equivalents
Opening Balance of Cash and Cash Equivalents 1,305,643 1,144,805
Closing Balance of Cash and Cash Equivalents 5,346,282 4,201,477
Cash and Bank Balances 13,517,264 10,308,116
Less: Deposits maturing after 90 days not considered as cash equivalents 6,865,339 4,961,834
6,651,925 5,346,282
1,305,643 1,144,805

Note: The Cash Flow Statement has been prepared under the 'Indirect Method' as set out in the Accounting Standard-3 on Cash Flow Statement
issued by the Institute of Chartered Accountants of India.
The cash flow above is after eliminating inter company balances between transferor and transferee companies.
Fixed deposit given as bank guarantee not considered as cash equivalent as it not cash held for held for meeting short term cash commitments.

For and on behalf of Board of Directors As per our Report of even date
For PKF SRIDHAR & SANTHANAM
Chartered Accountants
A. J. Tharakan T. Damu
Chairman & Director Director S. Ramakrishnan

Cochin Mohan Jayaraman Partner


May 17, 2010 CFO cum Company Secretary Membership No.: 18967
Firm Regn. No.: 003990S
Mumbai
May 17, 2010

183
Innovative Foods Limited

Schedules forming part of the Balance Sheet as at 31st March 2010


31.03.2010 31.03.2009
Rs. Rs.
SCHEDULE A
SHARE CAPITAL
Authorised
30,000,000 Equity Shares of Rs. 10 each (Previous year 30,000,000) 300,000,000 300,000,000
Issued, subscribed and paid-up
11,608,373 Equity Shares of Rs.10 each (Previous year 11,608,373) 116,083,730 116,083,730
(As per the scheme approved by the Board for Industrial and
Financial Reconstruction, the then paid up share capital of Rs.
185,000,000 of the Company has been reduced by 90% during the
year 2006-07 effective from 30th March 2007)
Of the above:
190,000 Shares of Rs. 10 each ( Previous year 190,000) have been
allotted as fully paid up for consideration other than cash.
9,758,262 Shares of Rs. 10 each ( Previous year 9,758,262)
have been allotted to the erstwise members of Amalgam Foods
and Beverages Limited pursuant to the scheme of amalgamation
approved by the Board for Industrial and Financial Reconstruction.
In addition 111 shares issued to certain shareholders of the company
to round off fractional entitlements.
(8,035,629 (PY 7,886,423) shares constituting 69.23% (PY 67.94%)
are held by Residency Foods and Beverages Limited, the holding
company)

SCHEDULE B
RESERVES AND SURPLUS
General Reserve - - -
- -
SCHEDULE C
SECURED LOANS
Working Capital Loans from State Bank of India 67,902,743 66,424,590
(Secured by hypothecation of stock and debtors and equitable mortgage
of properties of company)
Term Loans from State Bank of India 9,512,433 12,101,328
(Secured by the plant and machinery, land and building of the
company)
77,415,176 78,525,918
UNSECURED LOANS
Short term loans and advances : From holding company 92,300,000 72,300,000
92,300,000 72,300,000

184
Schedules forming part of the Balance Sheet as at 31st March 2010
SCHEDULE D
FIXED ASSETS (In rupees)
GROSS BLOCK DEPRECIATION NET BLOCK
PARTICULARS Cost as at Additions Deletions Cost as at As at For the year On deletions Impairment Loss As at As at As at
1st April 31st March, 1st April 31st March, 31st March, 31st March,
2009 2010 2009 2010 2010 2009
Tangible Assets (A)
Freehold Land 10,670,529 - - 10,670,529 - - - - - 10,670,529 10,670,529
Bulidings: Factory 29,550,916 - - 29,550,916 12,848,451 987,001 - - 13,835,452 15,715,464 16,702,465
Bulidings: Apartment 1,795,562 - - 1,795,562 232,839 29,268 - - 262,107 1,533,455 1,562,723
Plant and
120,511,985 1,375,752 7,535,577 114,352,160 80,937,390 2,866,940 6,124,013 77,680,317 36,671,843 39,574,595
Machinery*
Subsidiaries Accounts 2009-2010

Electrical Fittings 206,232 503,413 - 709,645 36,959 24,974 - - 61,933 647,712 169,273
Tools & Factory
12,144,424 1,499,803 58,325 13,585,902 8,266,583 990,137 15,262 - 9,241,458 4,344,444 3,877,841
Equipments
Generator 3,431,640 - - 3,431,640 1,991,576 163,003 - - 2,154,579 1,277,061 1,440,064
Cold Room (Storage) 8,650,566 494,113 - 9,144,679 5,640,126 766,136 - - 6,406,262 2,738,417 3,010,440
Computer 2,489,627 272,975 51,826 2,710,776 1,502,453 263,534 24,147 1,741,840 968,936 987,174
Air Conditioners 2,035,056 90,315 - 2,125,371 1,123,919 89,761 - - 1,213,680 911,691 911,137
Photocopier 134,040 - - 134,040 17,509 6,367 - - 23,876 110,164 116,531
Office Equipments 2,342,077 16,400 - 2,358,477 1,619,081 106,927 - - 1,726,008 632,469 722,996
Furniture & Fittings 2,295,477 21,064 - 2,316,541 1,915,561 151,091 - - 2,066,652 249,889 379,916
Vehicles(*) 723,563 - 496,718 226,845 311,311 68,738 297,440 82,609 144,236 412,252
Sub Total 196,981,694 4,273,835 8,142,446 193,113,083 116,443,758 6,513,877 6,460,862 116,496,773 76,616,310 80,537,936
Intangible Assets (B) - - - - - - - - - - -
Software 206,988 5,000 - 211,988 197,726 7,247 - - 204,974 7,014 9,263
Brand 40,660,000 - - 40,660,000 14,231,000 4,066,000 - - 18,297,000 22,363,000 26,429,001
Sub Total 40,866,988 5,000 - 40,871,988 14,428,726 4,073,247 - - 18,501,974 22,370,014 26,438,264

Total (A+B) 237,848,682 4,278,835 8,142,446 233,985,071 130,872,484 10,587,124 6,460,862 - 134,998,747 98,986,324 106,976,200
Previous year 237,688,646 5,209,981 5,049,945 237,848,682 120,365,121 13,033,006 4,028,907 1,503,264 130,872,484 106,976,200 -
Capital work-in-progress including capital advances 1,360,000 1,360,000
*WDV of Plant and Machinery includes Assets retired from active use and held for disposal valued at net realisable value Rs.6.42 lacs (previous year Rs.6.42 lacs)

185
Innovative Foods Limited

Schedules forming part of the Balance Sheet as at 31st March 2010


31.03.2010 31.03.2009
Rs. Rs.
SCHEDULE E
INVESTMENTS
LONG TERM INVESTMENTS
UNQUOTED
IN EQUITY SHARES (Fully paid up) - Trade
Seafood Park (India) Limited 3,000,000 3,000,000
(300,000 shares of face value of Rs. 10 each) 3,000,000 3,000,000

SCHEDULE F
Inventories
Stock-in-trade:
Finished Goods 36,540,711 30,226,614
Work-in-progress 33,679,558 20,220,917
Raw materials 8,110,062 2,671,407
Packing materials and Consumables 2,609,581 1,555,780
80,939,912 54,674,718
Sundry Debtors (Unsecured)
Considered Good
Over six months 43,352 1,889,759
Others 35,552,961 35,596,313 28,807,283 30,697,042
Considered Doubtful
Over six months 7,684,615 6,988,004
Others 99,058 7,783,673 171,072 7,159,076
43,379,986 37,856,118
Less:Provision for doubtful debts 7,783,673 7,159,076
35,596,313 30,697,042
Cash and bank balances
Cash in Hand 93,977 64,918
With Scheduled Banks - on Current Accounts 6,557,948 5,281,365
- on Fixed Deposits 6,865,339 13,423,287 4,961,833 10,243,198
(The Fixed Deposits represent security given to banks for
13,517,264 10,308,116
bank guarantees, LC's etc)
Other current assets
Interest accrued 582,965 313,617
582,965 313,617
Loans and advances
(Unsecured, considered good - unless otherwise stated)
Advances recoverable in cash or in kind or for value to be
1,992,306 2,470,328
received
1,992,306 2,470,328
Advance tax (net of provision) 1,065,056 578,468
Deposits 2,463,073 3,085,607
5,520,435 6,134,403

186
Subsidiaries Accounts 2009-2010

Schedules forming part of the Balance Sheet as at 31st March 2010


31.03.2010 31.03.2009
Rs. Rs.
SCHEDULE G
CURRENT LIABILITIES AND PROVISIONS
Current liabilities
Sundry Creditors -
Micro & Small Enterprises (excluding interest due) 2,132,258 1,002,195
Others 82,440,945 84,573,203 39,053,189 40,055,384
Advance from customers 7,101,653 7,997,153
Included in Sundry Creditors is :
Amount due to the holding company Residency Foods and
Beverages Limited Rs.109,67,838 (Previous year balance :
Rs.15,50,140)
91,674,856 48,052,537
Provisions
Provision for Fringe Benefit Tax 23,179 52,986
Provision for gratuity 450,624 1,458,338
Provision for leave salary 1,293,830 2,027,182
1,767,633 3,538,506
93,442,489 51,591,043

SCHEDULE H
PROFIT AND LOSS ACCOUNT
As per last balance sheet 105,036,595 56,004,019
Add: Current year loss 34,701,587 49,032,576
139,738,182 105,036,595

187
Innovative Foods Limited

Schedules forming part of the Profit & Loss Account for the year ended 31st March 2010
31.03.2010 31.03.2009
Rs. Rs.
SCHEDULE I
SALES / INCOME FROM OPERATIONS
Sales-
Domestic 297,166,141 246,713,977
Export 22,592,246 21,874,015
Gross 319,758,387 268,587,992
Less: Excise Duty - -
Net sales 319,758,387 268,587,992

SCHEDULE J
OTHER INCOME
Interest income from deposits 458,379 464,879
(TDS Rs.12,931 Previous year Rs.76,667)
Exchange rate fluctuation 2,287,916 -
Provision no longer required written back 2,265,907 -
Miscellaneous income 318,357 297,840
5,330,559 762,719

SCHEDULE K
RAW MATERIALS CONSUMED AND
COST OF GOODS SOLD
Raw materials consumed
Opening stock 2,671,407 3,539,252
Add: Purchases 178,679,237 119,091,939
181,350,644 122,631,191
Less: Closing Stock 8,110,062 173,240,582 2,671,407 119,959,784
Packing materials consumed
Opening stock 1,555,780 1,727,389
Add: Purchases 22,640,834 21,077,083
24,196,614 22,804,472
Less: Closing Stock 2,609,581 21,587,033 1,555,780 21,248,692
194,827,615 141,208,476

188
Subsidiaries Accounts 2009-2010

Schedules forming part of the Profit & Loss Account for the year ended 31st March 2010
31.03.2010 31.03.2009
SCHEDULE L Rs. Rs.
MANUFACTURING AND OTHER EXPENSES
Employees' cost
Salaries, wages, bonus, pension, gratuity etc. 28,362,047 29,685,851
Contribution to Provident and other funds 1,347,406 3,044,925
Staff welfare expenses 2,316,851 32,026,304 1,708,945 34,439,721
Advertising and sales promotion 2,959,286 2,281,060
Discount on sales 3,335,034 2,711,503
Freight, transport and distribution 27,570,983 26,119,421
Storage charges 12,649,407 17,325,833
Power, fuel and gas 13,456,333 15,879,887
Maintenance and repairs
Plant and machinery 1,415,982 1,507,927
Buildings 481,065 300,507
General 8,312,944 10,209,991 2,934,941 4,743,375
Travelling, boarding and conveyance 4,673,706 4,422,565
Contract manufacturing charges 30,651,914 29,450,269
Rent 1,565,835 1,911,153
Rates and taxes 3,294,956 1,642,886
Postage, telegram and telephone 1,718,569 1,685,640
Legal and professional charges 1,844,957 1,648,242
Auditors' remuneration 832,765 1,098,907
Bank charges 881,453 135,238
Printing and Stationery 655,757 586,095
Product Development expenses 72,723 46,133
Insurance 1,142,366 855,800
Provision for doubtful debts 624,597 681,614
Loss on sale of fixed assets 1,026,438 90,876
Miscellaneous expenses (*) 3,664,642 5,065,622
(*) includes exchange rate fluctuation in previous year
1,404,621 (current period gain is shown in Schedule 154,858,016 152,821,840
J - Other Income Rs.22,87,916)

SCHEDULE M
INTEREST AND FINANCE CHARGES
Interest on fixed loans 1,620,724 2,121,631
Interest on working capital 17,669,792 15,753,084
19,290,516 17,874,715

189
Innovative Foods Limited

Schedules forming part of the Profit & Loss Account for the year ended 31st March 2010
31.03.2010 31.03.2009
Rs. Rs.
SCHEDULE N
ADJUSTMENT DUE TO (INCREASE)/
DECREASE IN STOCK
OF FINISHED GOODS AND WORK - IN -
PROGRESS
Opening stock
Work-in-progress 20,220,917 11,420,053
Finished goods 30,226,614 29,466,788
- 50,447,531 - 40,886,841
Less: Closing Stock
Work-in-progress 33,679,558 20,220,917
Finished goods 36,540,711 70,220,269 30,226,614 50,447,531
Movement in opening and closing stock (19,772,738) (9,560,690)

SCHEDULE O
PRIOR PERIOD ITEMS
- -
- -

SCHEDULE P
EXCEPTIONAL ITEMS
Deficit on Fixed Assets scrapped and impairment loss - 2,409,025
- 2,409,025

190
Subsidiaries Accounts 2009-2010

Schedule Q

NOTES TO THE BALANCE SHEET AND THE PROFIT AND LOSS ACCOUNT
1. Significant Accounting Policies:
The financial statements are prepared under the historical cost convention on an accrual basis and comply with
the mandatory Accounting Standards (AS) notified by the Companies (Accounting Standards) Rules, 2006,
Institute of Chartered Accountants of India (ICAI) and the relevant provisions of the Companies Act, 1956.
The accounts have been prepared on going concern basis in view of the plans of management to revive the
company and infuse necessary funds into the company.
The significant accounting policies adopted in the presentation of the Accounts are as under:
(a) Revenue Recognition:
Revenue from sale of goods is recognized on transfer of all significant risks and rewards of ownership to
the buyer and when no significant uncertainty exists regarding the amount of the consideration that will
be derived from the sale of the goods. Sales include excise duty but exclude value added tax / sales tax.
Interest on deposits are accrued on a time proportion basis taking into account the amounts deposited and
the applicable rates of interest.
(b) Employee Benefits:
(i) Contribution to Provident Fund and Family Pension Scheme are accounted for on accrual basis and
charged to Profit & Loss Account.
(ii) The Company’s employees are covered under the Employees Group Gratuity Scheme of Life
Insurance Corporation of India (LIC). The Company accounts for gratuity and leave encashment
payable at the time of retirement etc, based on actuarial valuation made by independent actuary under
the Projected Unit credit method as provided in Accounting Standard 15 –revised. Actuarial gains and
losses comprise experience adjustments and the effects of changes in actuarial assumptions and are
recognized immediately in the profit and loss account as income or expense.
(iii) The Liability on account of short term employee benefits comprising performance incentives etc is
recognized on an undiscounted accrual basis during the period when the employee renders services.
(c) Fixed Assets:
Fixed assets are stated at actual cost less accumulated depreciation. Cost is inclusive of freight, duties,
levies and any directly attributable cost of bringing the assets to their working condition for intended
use. Government Grants received against Fixed Assets acquisition are adjusted to the carrying cost of the
asset.
(d) Investments:
Long-term investments are carried at cost. Any decline in carrying amount, other than temporary, is
recognized and reduced from the carrying amount.
(e) Intangible Assets:
An intangible asset is measured at cost and amortized so as to reflect the pattern in which the asset’s
economic benefits are consumed.
(f) Depreciation/ Amortization:
Depreciation is provided on tangible fixed assets as per the straight-line method at rates provided in Schedule
XIV to the Companies Act, 1956. For intangible assets, the useful life has been estimated as under:
Software : 5 Years Sumeru Brand (x) : 10 Years
(x) Acquired on amalgamation.
Individual assets valuing less than Rs.5,000 are fully depreciated in the year of purchase.

191
Innovative Foods Limited

(g) Impairment of Fixed Assets:


Consideration is given at each balance sheet date to determine whether there is any indication of impairment
of the carrying amount of the Company’s fixed assets. If any indication exists, an asset’s recoverable
amount is estimated. An impairment loss is recognized whenever the carrying amount of an asset exceeds
its recoverable amount. The recoverable amount is the greater of the net selling price and value in use. In
assessing value in use, the estimated future cash flows are discounted to their present value based on an
appropriate discount factor.
Reversal of impairment losses recognized in prior years is recorded when there is an indication that the
impairment losses recognized for the asset no longer exist or have decreased. However, the increase in
carrying amount of an asset due to reversal of an impairment loss is recognized to the extent it does not
exceed the carrying amount that would have been determined (net of depreciation) had no impairment loss
been recognized for the asset in prior years.
(h) Inventories:
Stock-in-trade is valued at cost or net realizable value, whichever is lower, as certified by the management.
The basis of determining cost for various categories of inventories is as follows:
Raw materials : Weighted average
Packing materials : Weighted average
Work-in-progress and finished goods : Material cost plus appropriate share of production overheads
and excise duty, wherever applicable.
Stores and Spares are charged to expenditure on purchase, being not significant.
(i) Taxation:
Income tax comprises current tax and deferred tax. Provision for income tax is made on the assessable
income/benefits at the rate applicable to relevant assessment year. Deferred tax assets and liabilities are
recognized for the future tax consequences of timing differences, subject to the consideration of prudence.
Deferred tax assets and liabilities are measured using the tax rates enacted or substantively enacted by the
balance sheet date. The carrying amount of deferred tax assets/liabilities is reviewed at each balance sheet
date. When the Company has unabsorbed depreciation or carry forward of losses under tax laws, deferred
tax assets are recognized only to the extent that there is virtual certainty supported by convincing evidence
that sufficient future taxable income will be available against which such deferred tax assets can be realized.
(j) Contingent Liabilities and Provisions:
Contingent liabilities are disclosed after an evaluation of the facts and legal aspects of the matter involved
in line with provisions of Accounting Standard (AS) - 29. Provisions are recognized when the Company
has a legal obligation and on management discretion as a result of a past event, for which it is probable that
a cash outflow may be required and a reliable estimate can be made of the amount of the obligation.
(k) Foreign Exchange Transactions:
Transactions in foreign currency are recorded on initial recognition at the exchange rate prevailing at the
time of the transaction.
Monetary items (i.e. receivables, payables, loans etc.) denominated in foreign currency are reported using
the closing exchange rate on each balance sheet date.
The exchange difference arising on the settlement of monetary items or on reporting these items at rates
different from rates at which these were initially recorded/reported in previous financial statements are
recognized as income/expense in the period in which they arise. Till Mar 31, 2007 the exchange differences
related to foreign currency liabilities incurred in connection with fixed assets acquired from abroad, were
adjusted in the carrying amount of fixed assets.

192
Subsidiaries Accounts 2009-2010

(l) Export benefits:


Export benefits from Government agencies are accrued a) in case of Advance license at the time of
realization of export proceeds; b) in the case of DEPB at the time of export.
2. During the year ended 31st March, 2010, impairment loss on fixed assets is Nil (previous year Rs. 15.03 lakhs).
Deficit on assets scrapped during the year is Nil (previous year Rs. 9.06 lakhs).
3. Contingent Liabilities not provided for:

S Description As at As at
No. 31st March’10 31st March’09
(Rs. In Lakhs) (Rs. In Lakhs)
1. Employees’ Provident Fund demand under dispute * 21.76 21.76
2. Employees’ State Insurance demand under dispute 4.07 2.76
3. Claims against the company not acknowledged as debt 5.49 2.35
4. Bills discounted with the banks 57.87 13.17
5. Estimated contingent liability in respect of C forms 42.78 15.38
6. On account of Income tax matters in dispute : In respect of 1494.88 Nil
matter for which Company’s appeal is pending (**)
* The issue has been remanded back for determination of exact liability.
The Company had obtained a favorable order from Central Excise and Service Tax Appellate Tribunal on 11th
October 2006 in respect of a dispute pending with the Central Excise department. The Department has gone
on appeal to Supreme Court on 15 May 2007 -and the contingent liability in this regard is Rs. 42.31 Lakhs
(Excluding interest and penalties, if any). The Company is contesting this appeal and the appeal is yet to be
posted for hearing.
(**) The Company had received an assessment order from Commissioner of Income tax in which a demand
has been made for Rs. 14.95 crores in respect of assessment done for the financial year 2006-07 pertaining to
assessment year 2007-08. The Company has appealed against the said order.
Note: The Company has a commitment to export goods to the extent of US$ 0.57 Million in respect of duty free
imports of capital goods as also to maintain average exports for the preceding three years in the current year. The
Company has met the obligation for the total quantum of exports.
4. Estimated amount of contracts remaining to be executed on Capital account and not provided for (net of advances)
Rs. Nil (Previous Year Rs. 4.72 lakhs).
5. Employee benefits:
The disclosure requirements under Revised AS 15 are given hereunder:
(A) Gratuity
(a) Description of the Gratuity Plan:
The Company provides for gratuity, a defined benefit retirement plan covering eligible employees.
Gratuity plan provides for a lump sum payment to employees on retirement, death, incapacitation,
termination of employment of amounts that are based on salaries and tenure of the employees.
The contribution to LIC is made by the Company based on contributions demanded by LIC and has
been made upto Feb. 2010.

193
Innovative Foods Limited

(b) Amount recognized in the Balance Sheet and movements in net liability:
(In Rs. Lakhs)
31st March 2010 31st March 2009
Present Value of Funded Obligations 32.64 36.86
Fair Value of Plan Assets 27.06 22.28
Present Value of Unfunded Obligations - -
Unrecognized Past service Cost 1.07 -
Net Liability 4.51 14.58
Amounts in the Balance Sheet Liabilities 4.51 14.58
Net Liabilities recognized in Balance Sheet 4.51 14.58

(c) Expense recognized in the Statement of Profit and Loss Account


(In Rs. Lakhs)
31st March 2010 31st March 2009
Current Service Cost 5.88 7.62
Interest on Defined benefit obligation 2.56 2.66
Expected return on Plan Assets (1.98) (1.78)
Net Actuarial (Losses) / Gains recognized in the (11.14) (1.57)
Year.
Past Service Cost - 11.79
Expenses Recognized in the statement of (4.68) 18.72
Profit & Loss
(d) The fair value of the plan assets does not include the Company’s own financial instruments; no
property of the Gratuity Trust is occupied by the Company.
(e) The Actual Return on Plan Assets as received from LIC is 9.15% for the year 2009-10.
(f) Change in benefit obligation:
(In Rs. Lakhs)
CY PY
Present value of obligation as at 1st April, 2009 : 36.86 34.07
Interest cost 2.56 2.66
Current service cost 5.88 7.62
Past service cost 1.08 0
Benefits paid (7.26) (1.63)
Actuarial (gain)/loss on obligation (6.48) (5.86)
Present value of obligation on Mar 31, 2010 32.64 36.86

(g) Change in Plan assets:


(In Rs. Lakhs)
CY PY
Plan assets at beginning of year (1.4.09) 22.28 22.28
Expected return on plan assets 1.97 1.78
Contributions 5.40 4.13
Benefits paid (7.26) (1.63)
Actuarial gains /(losses) 4.67 (4.28)
Fair value of plan assets 31st Mar 2010 27.06 22.28

194
Subsidiaries Accounts 2009-2010

(h) Actuarial Assumptions at the Valuation date


Particulars Mar 31, 2010 Mar 31, 2009
Discount Rate 7.77% p.a. 8% p.a.
Expected Rate of Return on Plan Assets* 8% p.a. 8% p.a.
Salary Escalation Rate 10% p.a. 10% p.a.
Attrition rate 20% p.a 8% p.a
*This is based on expectation of the average long term rate of return expected on investments of the
Fund during the estimated term of the obligations.
(i) The experience adjustment in 2009-10 on benefit obligation is a loss of Rs. 6.48 lakhs and for plan
asset it is a gain of Rs. 4.67 lakhs.
(j) Descriptions of the Plan Assets: Managed fully by LIC
(B) Privileged Leave Encashment (Compensated Absences for Employees):
The Company permits encashment of privileged leave accumulated by their employees on retirement,
separation and during the course of service. The liability for unexpired leave is determined and provided
on the basis of actuarial valuation at the Balance Sheet date. The privileged leave liability is not funded.
(a) Actuarial Assumptions at the Valuation date
Particulars Mar 31, 2010 Mar 31, 2009
Discount Rate 7.77% p.a. 8% p.a.
Salary Escalation Rate 10% p.a. 10% p.a.

(b) Amount recognized in Balance Sheet & movements in net liability:


(In Rs. Lakhs)
Particulars Privileged Leave Privileged Leave
Encashment Encashment
(Compensated (Compensated
Absences for Absences for
Employees) Employees)
CY PY
Balance of Compensated Absences as on 20.27 12.29
31.03.2009
Present value of Compensated Absences (As per 12.93 20.27
actuary valuation) on Mar 31.03.2010
Total Expense as per the Statement of Profit and (3.44) 10.89
Loss Account (including payments during the year)
Note : The Management’s best estimate of contributions expected to be paid to the Plan during the annual
period April 2010 to March 2011 is Rs.5.88 lakhs for Gratuity and Rs.0.74 lakhs for Leave Encashment.
(C) Defined Contribution Plans:
(In Rs. Lakhs)
Particulars Mar 31, 2010 Mar 31, 2009
Employers’ Contribution to Employee’s Provident Fund(*) 15.08 16.75
Employers’ Contribution to Employee’s State Insurance 1.62 1.98
(*) : Included in Contribution to Provident and Other funds under Employees’ Cost in Schedule L

195
Innovative Foods Limited

6. During the year, the company received approval from Board for Industrial and Financial Reconstruction (BIFR)
for delisting of its shares from the Bombay, Cochin, Ahmedabad, Delhi and Kolkata stock exchanges. Pursuant
to this the shares of the company have been delisted from Bombay, Cochin, Ahmedabad and Kolkata Stock
Exchanges. Approval for delisting from Delhi Stock Exchange is awaited. On receipt of the same, the shares of
the company will stand delisted from all Stock Exchanges.
7. Auditors’ Remuneration including service tax and expenses in respect of:
S.No. Description Year ended Year ended
31st March’10 31st March’09
(Rs. lakhs) (Rs. Lakhs)
1. Statutory Audit Fees 4.41 4.41
2. Quarterly reviews 2.21 2.24
3. Tax Audit Fees 1.21 1.10
4. Other Services 0.50 3.23
5. Reimbursement of out of pocket expenses for statutory audit 1.68 2.07
and other matters
8. Wholetime Director :
The Company is in the process of appointing a Wholetime Director.
9. Earnings from Exports:
F.O.B. value of exports (on accrual basis) Rs 209.92 Lakhs (Previous Year Rs.199.76 Lakhs).
10. CIF Value of Imports:
Description Year ended Year ended
31st March’10 31st March’09
(Rs. Lakhs) (Rs. Lakhs )
Raw Materials 336.92 183.78
Capital Goods (including advances) - -
Components and Spare Parts 7.57 5.08
Total 344.49 188.86

11. Expenditure in Foreign Currency (on payment basis):


Description Year ended Year ended
31st March’10 31st March’09
(Rs. Lakhs) (Rs .Lakhs)
Others – Payment to Clearing Agents 0.24 1.27
Others – Payment for Foreign Tour 0.53 -
Total 0.77 1.27
12. Raw Materials Consumed, Stores & Spares Consumed & Cost of Goods Sold :
A. Other than Traded Goods :
Year ended 31st March’10 Year ended 31st March’09
Description Qty (MT) Rs. Lakhs Qty (MT) Rs. lakhs
Fish and Shrimps 606.31 583.01 509.75 390.91
Others* 617.86 477.86
Total 1200.87 868.77
* Individually less than 10% of total.

196
Subsidiaries Accounts 2009-2010

Of the above:
Description 31st March’10 31st March’09
Rs. Lakhs % Rs. Lakhs %
-Imported 76.48 6 92.28 11
-Indigenous 1124.39 94 776.49 89
Total 1200.87 100 868.77 100

B. Traded Goods (including consumed internally)


Description Veg - Items Non Veg Items Total
MT Rs. MT Rs. MT Rs.
Op –Stock 81.83 50.48 7.37 19.56 89.20 70.04
(59.35) (32.56) (15.30) (28.79) (74.65) (61.35)
Purchases 454.03 278.11 165.84 363.70 619.87 641.81
(434.54) (214.90) (62.74) (124.64) (497.28) (339.54)
Consumed/ Cost of goods sold 421.24 255.03 127.58 276.81 548.82 531.84
(412.06) (196.98) (70.67) (133.87) (482.73) (330.85)
Closing Stock 114.62 73.56 45.63 106.75 160.25 180.31
(81.83) (50.48) (7.37) (19.56) (89.20) (70.04)
Previous year’s figures are given in brackets

13. Earnings per share (EPS):


Calculation of EPS in accordance with Accounting Standard (AS-20) on Earnings Per Share issued by the
Institute of Chartered Accountants of India:
Particulars Year ended Year ended
31st March’10 31st March’09

Profit after taxation as per Profit and Loss Account - Rs Lakhs (347.02) (490.33)
Weighted Average Number of Equity Shares Outstanding 11,608,373 11,608,373
Basic and Diluted Earnings Per Share (Face Value Rs.10 per Share) Rs (2.99) (4.22)

14. Capacities, Production/Purchases, Stocks and Sales of Finished Goods:


Class of Installed Opening Stock Actual Production & Gross Sales Samples, schemes, Closing Stock
Goods Capacity Purchases (Kgs) Shortages, Damages
(Kgs) Quantity Value Production Purchase Quantity Value & Classification Quantity Value
(Kgs) (Rs.Lakhs) Quantity Quantity (Kgs) (Rs.Lakhs) Differences (Kgs) (Rs. Lakhs)
Marine 6,000,000 27,339 65.07 92,785 0 97,802 368.07 803 21,519 59.06
Products (as certified by (19,607) (43.09) (97,124) (0) (86,061) (311.10) (3,331) (27,339) (65.07)
Curries & management) 5,318 5.31 1,03,301 0 1,03,277 80.67 -53 5,395 5.07
Pickles (5,016) (4.41) (99,353) (0) (97,536) (97.03) (1,515) (5,318) (5.31)
Vegetable & 2,40,162 231.89 15,13,787 4,51,038 19,58,354 2,748.84 10,543 2,36,090 301.27
Breaded Items (2,44,495) (247.17) (13,84,416) (3,61,113) (17,39,367) (2,277.75) (10,495) (2,40,162) (231.89)
Total 302.27 3197.58 365.40
(294.67) (2,685.88) (302.27)
a. Purchases are used both for manufacture and trading.
b. Previous year figures have been regrouped to bring them in line with current year classification.
c. Previous year’s figures are given in brackets.

197
Innovative Foods Limited

15. Segment Reporting:


Based on the guiding principles given in Accounting Standard on ‘Segment Reporting’ [AS-17 issued by the
Institute of Chartered Accountants of India (ICAI)], the Company’s primary segment is Food. The food business
incorporates three product groups viz. Marine Products, Vegetable & Breaded Items and Curries & Pickles.
The company operates in two segments within food viz : Traded and manufactured and disclosures are made
accordingly.

S. PARTICULARS For the For the


NO year ended year ended
31.03.2010 31.03.2009
I SEGMENT REVENUE
a Bought Out 930.42 617.15
b Manufacturing 2,313.06 2,083.12
c Inter Segment Transaction (45.90) (14.39)
TOTAL SEGMENT REVENUE 3,197.58 2,685.88
II SEGMENT RESULT : PROFIT/ (LOSS)
a Bought Out 223.88 199.10
b Manufacturing (325.42) (383.68)
Other Income 48.72 4.65
Less
Interest (Net) (188.33) (174.10)
Depreciation (105.87) (130.33)
PROFIT/ LOSS BEFORE TAX (347.02) (484.36)
Provision for Taxation - (5.97)
NET PROFIT/ (LOSS) (347.02) (490.33)

III OTHER INFORMATION

SEGMENT ASSETS
a Bought Out 184.58 83.37
b Manufacturing 680.02 524.72
c Unallocated Corporate Assets 1,530.43 1,526.55
TOTAL SEGMENT ASSETS 2,395.03 2,134.64

SEGMENT LIABILITIES
a Bought Out 165.36 49.38
b Manufacturing 751.39 431.14
c Unallocated Corporate Liabilities 1,714.83 1,544.48
TOTAL SEGMENT LIABILITIES 2,631.58 2,025.00

The inter segment transfer from trading segment to manufacturing segment is done at cost.

198
Subsidiaries Accounts 2009-2010

Geographical spread of revenue is as follows:


Particulars 2009-10 (Rs. in Lakhs) 2008-09 (Rs. in Lakhs)
Sale of goods
Export 225.92 218.74
Domestic 2,971.66 2,467.14
Rendering of Services - -
Export - -
Domestic - -
Total - -
Export 225.92 218.74
Domestic 2,971.66 2,467.14
It is not practicable to provide other information related to Geographical segments.
16. Related Party Disclosures:
(a) List of Related Parties (at any time during the year):
(i) Holding Company: Residency Foods and Beverages Ltd.
Ultimate Holding company: Indian Hotels Company Ltd.
(ii) Fellow Subsidiary Company: Nil
(iii) Associates and Joint Ventures: Nil
(iv) Key Management Personnel: Please refer Note No. 8 above
(b) Transactions/outstanding balances with Related Parties:
The Company has entered into transactions with certain related parties as listed below. The Board considers
such transactions to be in normal course of business:
Name of the Company, Relationship and Nature of 2009-10 2008-09
Transactions Rs. (in Lakhs) Rs. (in Lakhs)
Residency Foods and Beverages Ltd.
Opening Balance (Cr.) 738.50 (20.39)
Purchase 37.42 43.32
Expenses paid on their behalf by Innovative Foods Ltd. (18.07) (7.43)
Loan Received 200.00 723.00
Interest Paid 74.83 -
Closing Balance (Cr.) 1032.68 738.50
Indian Hotels Company Ltd.
Opening Balance (Cr.) 40.12 297.10
Loan Received - 250.00
Interest Paid - 27.54
Loan Repaid - (552.54)
Expenses paid on behalf of Innovative Foods Ltd. (*) 1.60 17.86
Sales Made (2.80) (0.93)
Amount Received 2.45 1.09
Closing Balance (Cr.) 41.37 40.12
Included in the closing balance of Indian Hotels Company Ltd. is an amount of Rs.0.35 lakh (previous year
Rs.0.35 lakh) provided for as doubtful, due to dispute.
(*) Includes provision for expenses no longer required written back - Rs. 22.66 lakhs

199
Innovative Foods Limited

17. Disclosure under Micro Small Medium Enterprises Development Act 2006:
2009-10 2008-09
A The principal amount and the interest due thereon (to be Principal: Rs 21.32 Principal: Rs 10.02
shown separately) remaining unpaid to any supplier as at the lakhs; Interest: Rs lakhs; Interest: Rs
end of each accounting year; 1.42 lakhs 0.98 lakhs
B The amount of interest paid by the buyer in terms of Nil Nil
section 16 of the Micro, Small and Medium Enterprises
Development Act, 2006, along with the amount of the
payment made to the supplier beyond the appointed day
during each accounting year;
C The amount of interest due and payable for the period of Rs.1.42 lakh Rs.0.98 lakh
delay in making payment (which have been paid but beyond
the appointed day during the year) but without adding the
interest specified under the Micro, Small and Medium
Enterprises Development Act, 2006;
D The amount of interest accrued and remaining unpaid at the Rs 2.89 lakhs Rs 1.47 lakhs
end of each accounting year;
E The amount of further interest remaining due and payable Nil Nil
even in the succeeding years, until such date when the
interest dues as above are actually paid to the small
enterprise, for the purpose of disallowance as a deductible
expenditure under section 23 of the Micro, Small and
Medium Enterprises Development Act, 2006.
Note: This disclosure is related to such parties as have been identified on the basis of information available with
the Company.
18. The remaining period of amortization of ‘Sumeru brand’ is 5.5 years.
19. In the opinion of the Board, the value of realization of current assets, loans and advances in the ordinary course
of the business would not be less than the amount at which they are stated in the Balance Sheet and the provision
for all known and determined liabilities are adequate and not in excess of the amount reasonably required.
20. There are no amounts due to be credited to Investor Education and Protection Fund.

200
Subsidiaries Accounts 2009-2010

21. Disclosure made in terms of clause 32 of the listing agreement with stock exchange:
Particulars Name of the Amount Maximum amount due
company outstanding as at any one time during
on 31.03.2010 the year
a) Loans and advances
(i) Loans and advances in the nature of NIL N.A. N.A.
loans made to subsidiary company.
(ii) Loans and advances in the nature of NIL N.A. N.A.
loans made to associate company.
(iii) Loans and advances in the nature of NIL N.A. N.A.
loans where there is.
1) no repayment schedule or repayment beyond NIL N.A. N.A.
seven years ( or )
2) no interest or interest below section 372A of
the Companies Act.
NIL N.A. N.A.
(iv) Loans and advances in the nature of
loans made to firms / companies in which
directors of the company are interested.
b) Investments by the company.
(i) In subsidiary company. NIL N.A. N.A.
(ii) In associates company. NIL N.A. N.A.
c) Investments by the loanee in the shares of the parent company and Subsidiary company when the
company has made a loan or advance in the nature of Loan-NIL.
22. The period-end foreign currency exposures that have not been hedged by a derivative instrument or
otherwise are given below:-
31st March 2010 31st March 2009
Amount Amount
(US Dollars in Amount (US Dollars in Amount
Particulars Lakhs) (Rs. In Lakhs) Lakhs) (Rs. In Lakhs)
Debtors Nil Nil Nil Nil
Current Liabilities 4.29 195.5 3.37 173.42
The Company does not have any foreign currency derivative exposures.
23. During the year, the company received an amount of Rs. NIL (Previous year Rs.1 lakh) towards subsidy
for fixed assets.
24. The previous year’s figures have been regrouped, rearranged and reclassified wherever necessary.
For and on behalf of Board of Directors As per our Report of even date
For PKF SRIDHAR & SANTHANAM
Chartered Accountants
A. J. Tharakan T. Damu
Chairman & Director Director S. Ramakrishnan

Cochin Mohan Jayaraman Partner


May 17, 2010 CFO cum Company Secretary Membership No.: 18967
Firm Regn. No.: 003990S
Mumbai
May 17, 2010

201
Innovative Foods Limited

BALANCE SHEET ABSTRACT AND COMPANY'S GENERAL BUSINESS PROFILE


(AS PER SCHEDULE VI, PART (IV) OF THE COMPANIES ACT,1956)
I Registration Details
Registration No. 5465 STATE CODE NO. 09
Balance Sheet Date 31 March, 2010

II Capital Raised During The Year (Amount In Rs . Thousands)


Public Issue Rights Issue
NIL NIL
Bonus Issue Private Placement
NIL NIL

III Position of Moblisation and Deployment of Funds (Amount in Rs. Thousands)


Total Liabilities Total Assets
285799 285799
Sources of Funds
Paid-up Capital Reserves & Surplus
116084 NIL
Secured Loans Unsecured Loans
77415 92300
Application of Funds
Net Fixed Assets Investments
100346 3000
Net Current Assets Accumulated Losses
42714 139738

IV Performance of The Company (Amount in Rs. Thousands)


Turnover Total Expenditure
325089 359791
Profit Before Tax Profit After Tax
-34702 -34702
Earnings Per Share Dividend
-299 NIL

V General Name of Principal Product of The Company


ITC (HS) Code No. Description Of The Code
Shrimps Frozen 030613
Other Frozen Fish 030320.09
Prepared Foods 21069099

202
Subsidiaries Accounts 2009-2010

Directors and Corporate Information

International Hotel Management Services, Inc.


(A Delaware Corporation)

Board of Directors:
Mr. Anil P. Goel Director
Mr. N. Chandrasekhar Director
Mr. R. H. Parekh Director
Ms. Jodi Dell Leblanc Director
Mr. Ashish Seth Director
Mr. Sanjay Jain Director

Registered Office:
13-34, 139th St. Flushing
New York, 11357
U.S.A.

Auditors:
PKF
Certified Public Accounts

Bankers:
HSBC, U.S.A.

203
International Hotel Management Services, Inc.
(A Delaware Corporation)

Independent Auditor’s Report


To the Stockholders of

International Hotel Management Services, Inc.

We have audited the accompanying consolidated balance sheet of International Hotel Management Services, Inc. (the
“Company”) at March 31, 2010 and 2009 and the related consolidated statements of operations and cash flows for the
years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility
is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America.
Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the
financial position of International Hotel Management Services, Inc. at March 31, 2010 and 2009, and the results of its
operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in
the United States of America.

PKF

Certified Public Accounts

A Professional Corporation

April 29, 2010

204
Subsidiaries Accounts 2009-2010

Consolidated Balance Sheet


ASSETS March 31 March 31
2010 2009
Current assets $ $
Cash (note 2) 991,481 988,389
Cash in escrow (notes 2 and 6) 1,291,868 3,172,047
Accounts receivable
Guest ledger 314,747 126,628
City ledger 2,382,792 1,347,798
Other 278,289 231,361
2,975,828 1,705,787
Inventories (note 2) 1,181,413 1,115,461
Prepaid expenses 2,864,233 1,581,785
Total Current assets 9,304,823 8,563,469
Property and equipment (note 2)
Investment in co-operative apartments 1,500,000 1,500,000
Land 54,000,000 54,000,000
Building and improvements 264,437,950 175,787,646
Furniture, fixtures and equipment 28,383,170 13,283,982
348,321,120 244,571,628
Accumulated depreciation 25,277,967 15,714,382
323,043,153 228,857,246
Construction in progress 218,046 84,109,579
323,261,199 312,966,825
Other assets
Intangible assets (note 2) 2,965,068 2,796,018
Operating Equipment (note 2) 1,078,406 41,929
Security deposits 92,876 85,541
4,136,350 2,923,488
Total assets 336,702,372 324,453,782

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities
Cash Overdraft - 746,215
Accounts payable
Trade 3,682,232 5,538,713
Other 409,000 435,592
4,092,232 5,974,305
Retention payable - 5,400,933
Taxes payable, other than income 506,229 306,282
State Income taxes payable 154,786 4,786
Accrued expenses
Payroll and related 1,136,940 870,834
Vacation, pension and incentives 3,243,627 3,382,691
Interest 58,699 420,547
Utilities 470,770 619,285
Other 1,867,934 1,918,254
6,777,970 7,211,611
Advance deposits and other credit balances 4,448,482 3,394,854
Tenants’ security deposits 98,500 30,500
Current portion of mortgage loan and notes payable (notes 4 and 7) 99,996 83,000,000
Line of credit (note 6) 10,500,000 15,000,000
Total current liabilities 26,678,195 121,069,486
Due to related parties (note 11) 1,688,620 1,512,509
Notes payable to related parties (notes 3 and 11) 9,000,000 38,400,000
Long term portion of mortgage loan and notes payable (notes 4 and 7) 60,358,339 57,000,000
Total liabilities 97,725,154 217,981,995
Commitments and contingency (notes 5,6,7,8,9,10, 13 and 14)
Stockholders’ equity
Common stock 100 100
Additional paid-in capital (note 3) 350,499,901 179,499,901
Accumulated deficit
Balance, beginning of the year (73,028,214) (43,572,218)
Net (loss) (38,494,569) (29,455,996)
Balance, end of the year (111,522,783) (73,028,214)
Total stockholders’ equity 238,977,218 106,471,787
Total liabilities and stockholders’ equity 336,702,372 324,453,782
See Notes to Consolidated Financial Statements

205
International Hotel Management Services, Inc.
(A Delaware Corporation)

Consolidated Statement of Operations


For Year Ended
March 31
2010 2009
Revenues $ $
Rooms 33,448,708 27,065,769
Food and beverage 31,961,365 34,918,236
Telephone 359,724 330,643
Other 6,418,025 5,702,589
Total revenues 72,187,822 68,017,237
Departmental expenses
Rooms 21,235,520 18,810,088
Food and beverage 33,176,591 28,373,069
Telephone 937,080 1,021,335
Other 1,268,964 892,005
Total departmental expenses 56,618,155 49,096,497
Unallocated operating expenses
Administrative and general 13,697,332 14,799,416
Sales and marketing 5,621,457 6,107,840
Repair and maintenance 5,892,739 5,938,839
Utilities 5,729,917 5,628,482
Total unallocated operating expenses 30,941,445 32,474,577
(Loss) before fixed charges, other income (expense) and income tax (provision) (15,371,778) (13,553,837)
Fixed charges
Real estate taxes 2,785,846 2,722,389
Insurance 953,337 1,045,810
Rent 5,248,320 1,338,042
Depreciation 9,570,935 6,571,117
Amortization 840,061 447,145
Interest 4,853,159 5,294,497
Other 128,746 118,065
Total fixed charges 24,380,404 17,537,065
(Loss) before other income and income tax (Provision) (39,752,182) (31,090,902)
Other income (expense)
Sales and marketing fees (note 11) 1,411,300 1,860,449
Loss on sale of assets (note 16) - (220,300)
Total other income (expenses) 1,411,300 1,640,149
(Loss) before income tax (provision) (38,340,882) (29,450,753)
Income Tax (provision) (note 12) (153,687) (5,243)
Net (loss) (38,494,569) (29,455,996)
See notes to consolidated financial statements

206
Subsidiaries Accounts 2009-2010

Consolidated Statement of Cash Flows


For year ended
March 31
2010 2009
Cash flows from operating activities $ $
Net (loss)
Adjustments to reconcile net (loss) to net cash (38,494,569) (29,455,996)
(used) by operating activities
Depreciation and amortization 10,410,996 7,018,262
Loss on sale of assets - 95,300
Changes in certain other accounts
Accounts receivable (1,270,041) 792,848
Inventories (65,952) 59,013
Prepaid expenses (1,282,448) (454,275)
Operating equipment (1,036,477) (41,929)
Accounts payable (1,882,073) 1,700,094
Taxes payable, other than income 199,947 (90,656)
State and local income taxes payable 150,000 -
Accrued expenses (433,641) (516,880)
Advance deposits and other credit balances 1,053,628 (230,142)
Tenants’ security deposits 60,665 (17,240)
Total adjustments 5,904,604 8,314,395
Net cash (used) by operating activities (32,589,965) (21,141,601)
Cash flows from investing activities
Change in cash in escrow 1,880,179 (1,588,471)
Capital expenditures (25,266,242) (66,797,427)
Proceeds from sale of derivative asset - 10,000
Net Cash (used) by investing activities (23,386,063) (68,375,898)
Cash flows from financing activities
Change in cash overdraft (746,215) 746,215
Due to/from related parties 176,111 536,473
(Repayment) of line-of-credit, net (4,500,000) (13,500,000)
(Repayment) of mortgage loans (120,000,000) -
Loans from IHCL 141,600,000 32,000,000
(Repayment) of term bridge loan - (30,000,000)
Payment of note fees (1,009,111) (309,804)
Proceeds from mortgage loan 40,000,000 60,000,000
Principal payments on notes payable (41,665) -
Proceeds from notes payable 500,000 38,400,000
Net cash provided by financing activities 55,979,120 87,872,884
Net increase (decrease) in cash 3,092 (1,644,615)
Cash, beginning of year 988,389 2,633,004
Cash, end of year 991,481 988,389
Supplemental disclosure of cash flow information
Cash paid for income taxes 3,687 5,243
Cash paid for interest (net of amount capitalized) 5,44,0923 4,981,405
Supplemental disclosure of non-cash flow Information
Notes payable to IHCL amounting to $ 171,000,000 were
converted to stockholders’ equity during 2010
See notes to consolidated financial statements

207
International Hotel Management Services, Inc.
(A Delaware Corporation)

Notes to Consolidated Financial Statements March 31, 2010


Note 1 – Organization
International Hotel Management Services, Inc. (the “Company" or “Parent") was incorporated on September 19,
1986 under the laws of the State of Delaware and is wholly-owned by Indian Hotels Company Limited ("lHCL"), a
Company based in Mumbai, India.
On June 20, 2005, the Company organized IHMS, LLC (the “New York LLC") under the laws of the State of Delaware.
The New York LLC was formed to acquire the lease with 795 Fifth Avenue Corporation (“795 Corp.”), its affiliate
795 Fifth Avenue Limited Partnership ('795 Partnership"), Barney's New York (“Barney's”), and individual apartment
owners (collectively “the Lessors"), which encompass the facilities of the Hotel Pierre located in New York, New
York. On July 1, 2005, the New York LLC acquired the lease from affiliates of Four Seasons Hotel Limited.
On September 21, 2006, the Company organized IHMS (Boston) LLC (the “Boston LLC') under the laws of the State
of Delaware. On January 11, 2007, the Boston LLC acquired the Ritz Carlton Boston Hotel (the "Boston Hotel")
located in Boston, Massachusetts from an unrelated third party. The Boston LLC has since re-branded and renamed
the Boston Hotel to the Taj Boston.
On December 20, 2006, the Company organized IHMS (USA) LLC (the "Manager"). Manager holds the name and
trademark through a license agreement dated January 3, 2007 with IHCL, to use the “Taj” name brand in the United
States of America territory. Aside from its management agreement with the Boston LLC, the Manager has remained
inactive since its formation date.
On March 26, 2007, the Company organized IHMS (SF) LLC (the “San Francisco LLC') under the laws of the State
of Delaware. On April 30, 2007, the San Francisco LLC acquired the Campton Place Hotel (the San Francisco Hotel)
located in San Francisco, California from an unrelated third party.
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries.
Intercompany balances and transactions have been eliminated in consolidation.
IHCL has agreed to provide financial support to the Company for working capital deficits.

Note 2 - Summary of significant accounting policies

Use of estimates
The Company prepares its financial statements in conformity with accounting principles generally accepted in the
United States of America, which require management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those
estimates.
Certain estimates used by management are particularly susceptible to changes, such as the useful lives and recoverability
of costs of property and equipment. Management believes that, as of March 31, 2010 and 2009, the estimates used
were adequate based on the information currently available.

Fair value of financial Instruments


The estimated fair value of the Company's cash, accounts receivable, accounts payable, accrued expenses, and
other advanced deposits and credit balances approximate carrying amounts due to the short-term maturities of
these instruments. The carrying value of the long-term debt approximates fair value since the current interest rate
approximates market rates.

208
Subsidiaries Accounts 2009-2010

Notes to Consolidated Financial Statements March 31, 2010 (Contd.)


lt was not practicable for management to estimate the fair value of the loans and amounts payable/receivable -
related parties due to the nature of the related party transactions and the fact that no similar markets exists for these
instruments.

Property and equipment


Property and equipment is stated at cost. Investment in cooperative apartments represents the four cooperative
apartment units acquired by the New York LLC at lease acquisition.
Depreciation is computed using a straight-line method over estimated lives of 30 years for investment in cooperative
apartments, 40 years for the building and Improvements and 5 to 7 years for furniture, fixtures and equipment.
Maintenance and repair expenditures are charged to expense when incurred. Expenditures for improvements and
renewals are capitalized.

Inventories
Inventories which consist of food, beverage and retail supplies are valued at the lower of cost or market on a first-in,
first-out basis.

Intangible assets
Intangible assets consists of lease acquisition costs expended by the New York LLC to acquire the lease of the Hotel
Pierre.
Amortization of the lease acquisition costs is computed using the straight-line method over an estimated useful life of
15 years. Accumulated amortization of the lease acquisition costs amounted to $803,277 and $634,166 at March 31,
2010 and 2009, respectively.
Also included in intangible assets are the financing costs incurred by the Boston LLC in connection with the long- term
debt.
Amortization of the financing costs is computed using the straight-line method over the term of the related long-term
debt. Accumulated amortization of the financing costs amounted to $1,683,031 and $1,074,042 at March 31, 2010 and
2009, respectively.
Also included in intangible assets are the financing costs incurred by the San Francisco LLC in connection with the
acquisition of the long-term debt (see note 7) and the cost incurred to obtain a liquor license. Amortization of the
financing costs is computed using the straight-line method over the term of the related long-term debt. Accumulated
amortization of the financing costs amounted to $113,595 and $51,634 at March 31, 2010 and 2009, respectively.

Operating equipment
In connection with the renovation and re-opening of the Hotel Pierre, the New York LLC purchased operating supplies
which consists of china, glassware, linen and silverware. The New York LLC ratably expenses the operating equipment
to the appropriate department expense accounts over its estimated useful life which is estimated at 3 years.

Significant concentrations
The Company maintains cash balances in financial institutions in excess of federally insured limits. The Company has
not experienced any losses on its deposits;
Approximately 70% and 85% of the Boston LLC’s and the New York LLC’s workforce is covered by collective
bargaining agreements.

209
International Hotel Management Services, Inc.
(A Delaware Corporation)

Notes to Consolidated Financial Statements March 31, 2010 (Contd.)


Reclassification
Certain accounts in 2009 have been reclassified to conform with the 2010 financial statement presentation.

Comprehensive (loss)
The Financial Accounting Standard Board's Accounting Standards Codification Topic No. 220 – Comprehensive Income
(“ASC 220") established standards for reporting and display of comprehensive income (loss) and its components in
a full set of general-purpose financial statements. ASC 220 requires that all items that are required to be recognized
under accounting standards as components of comprehensive income (loss) be displayed with the same prominence as
other financial statements.
For the year ended March 31, 2009, the change in fair value of the Company's derivative has been recorded as a
component of other comprehensive (loss) (see note 5).

Comprehensive (loss) is comprised of the following:


2010 2009
$ $
Net (loss) (38,494,569) (29,455,996)
Change in fair value of derivative - 111,625
Comprehensive (loss) (38,494,569) (29,344,371)

Accounting for derivative instrument and hedging activities


The Company applies the provisions of the Financial Accounting Standard Board's Accounting Standards Codification
Topic No. 815 - Derivatives and Hedging (“ASC 815"). ASC 815 requires that all derivative instruments be recorded
on the balance sheet at fair value. Changes in fair value of derivatives are recorded each period in current earnings or
other comprehensive Income, depending on whether the derivative is designated as part of a hedge transaction and, lf
it is, depending on the type of hedge transaction.
For cash-flow hedge transactions in which the Company hedges the variability of cash flows related to a variable- rate
asset, liability, or a forecasted transaction, changes in fair value of the derivative instrument are reported in other
comprehensive income (loss).

Income taxes
The Company files income tax returns on a consolidated basis. The Company records income tax expense on an
individual company basis in order to properly reflect its portion of consolidated income tax expense.
The Company recognizes deferred tax assets and liabilities based on the differences between the tax basis of assets
and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in
future years. The Company's temporary differences giving rise to deferred taxes result primarily from net loss carry-
forwards, employee related benefits, and depreciation and amortization.

Uncertainty in income taxes


Effective April 1, 2009, the Company implemented the accounting guidance for uncertainty in income taxes using the
provisions of Financial Accounting Standards Board ("FASB") ASC 740, “Income Taxes" which provides a recognition
threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. Using this guidance, a corporation may recognize the tax benefit from an uncertain
tax position in its financial statements only if it is more likely-than-not (i.e., a likelihood of more than 50%) that the

210
Subsidiaries Accounts 2009-2010

Notes to Consolidated Financial Statements March 31, 2010 (Contd.)


tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position.
The Company's adoption of uncertainty in income taxes did not have a material impact on the Company's results of
operations. The Company's tax years for all years since March 31, 2007 remain open to most taxing authorities.

Note 3 - Notes payable to related parties


The Company has received funds from its Parent to fund acquisitions and working capital at the various hotel properties.
The notes are non-interest bearing and matures between April 25, 2010 and March 31, 2011. At March 31, 2009, the
balance amounted to $38,400,000.
During fiscal 2010, the Parent converted the $29,400,000 of the outstanding note balance at March 31, 2009 and the
$141,600,000 fundings during fiscal 2010 into additional paid-in-capital.

Note 4 - Notes payable


In May 2009, the Company entered into a term loan ("Term Loan') in the amount of $500,000. The Term Loan
carries an interest rate of 30 day LIBOR plus 400 basis points (approximately 4.48% at March 31, 2010) which is
payable monthly. The purpose of the loan was to fund the purchase of guest room equipment. Repayment of the loan
commenced on November 2009 and will continue through its maturity. Future principal payments through the term of
the Term Loan is as follows:
$
2011 99,996
2012 99,996
2013 99,996
2014 145,847
2015 12.500
458,335

Note 5 - Derivative asset


The Boston LLC into an interest rate swap agreement with the intent to manage interest rate exposure. The interest rate
agreement, which became effective January 11, 2007 with a notional amount of $80,000,000 expired on February 1,
2010. The agreement effectively fixed the LIBOR index variable rate at a maximum of 6%.
On October 10, 2008, the Boston LLC entered into two interest rate swap agreements at no cost to manage its interest
rate exposure. The interest rate agreements, which became effective on October 7, 2008, with notional amounts of $
40,000,000 each expired on February 1, 2010. The agreement effectively fixed the LIBOR index variable rate at 2.99%
and 3.23%, respectively.
As part of the loan refinancing (see note 7), the Boston LLC entered into an interest rate cap agreement, which become
effective on March 29, 2010, to manage its interest rate exposure. The agreement effectively fixes the LIBOR index
variable rate at 4.00%.
The interest rate differentials to be paid, or received under such swap is recognized over the life of the agreement as
adjustments to interest expense. The principal objective of the agreement is to minimize the risks and/or costs associated
with financing activities. The Boston LLC is exposed to credit risk in the event of non-performance by counterparty;
however, the Boston LLC considers non-performance to be remote as the contract was entered into with a large
financial institution. In fiscal 2009, the Boston LLC recognized an unrealized income as part of comprehensive income
when the interest rate swap agreement was sold. The Boston LLC incurred a loss of $ 95,300 on this transaction.

211
International Hotel Management Services, Inc.
(A Delaware Corporation)

Notes to Consolidated Financial Statements March 31, 2010 (Contd.)


Note 6 - Line-of-credit
On June 27, 2005, the Company established a $10 million credit facility with a financial institution, with an interest
rate of LIBOR plus 75 basis points. On April 23, 2007, the financial institution increased the credit facility to $25
million. On March 27, 2008, the financial institution further increased the credit facility to $35 million. ln June 2008,
the credit facility was reduced to $25 million. As of March 31, 2010, the Company has an outstanding balance of $
10.5 million, which is due on various dates through and is renewable up to June 2011.
Note 7 · Mortgage loan payable
In connection with the acquisition of the Boston Hotel, the Boston LLC entered into a mortgage loan agreement in the
amount of $85,000,000, of which $80,000,000 of the loan was advanced at closing. The loan was secured primarily, by
a mortgage lien on the Boston LLC's interest in the Boston Hotel. The loan required monthly interest only payments at
the floating 30-day LIBOR rate plus 1.90% (approximately 2.40% at March 31, 2009). The mortgage loan matured on
January 31, 2010 and contained two one-year extension options, subject to certain terms and conditions. The mortgage
loan was subject to escrow requirements and an interest rate protection agreement (see notes 2 and 5).
At March 31, 2009, cash in escrow consists of $311,195 reserved for real estate taxes, $317,436 reserved for insurance
and $1,278.822 reserved for furniture fixtures and equipment. As part of the loan refinancing (see below), all cash held
in escrow were released to the Company on January 29, 2010.
On January 29, 2010, Boston LLC repaid $40,000,000 of the original mortgage loan and the remaining amount of
$40,000,000 was refinanced. The loan is secured primarily by a mortgage lien on the Boston LLC's interest in the
Boston Hotel. The loan matures on January 31, 2015. The loan requires monthly interest payment determined to be the
higher of the applicable LIBOR rate, as defined plus 3.80% or the Index Rate, as defined plus 2.00% (approximately
4.03% at March 31, 2010).
On May 30, 2008, the San Francisco LLC entered into a mortgage loan agreement in the amount of $20,000,000. The
loan is secured primarily, by a mortgage lien on the San Francisco LLC's interest on the San Francisco Hotel. The
loan requires monthly interest only payments at the floating 30-day LIBOR rate plus 280 basis points (approximately
3.048% at March 31, 2010). The loan matures on May 30, 2013. At the time of the loan closing, the San Francisco
LLC was required to deposit $1,160,000 into an escrow account representing one year of debt service. Cash in escrow
amounted to $1,191,868 as of March 31, 2010.
The San Francisco LLC distributed the proceeds from the loan to Parent to partially satisfy the bridge loan obtained
from the Parent to finance the acquisition of the San Francisco LLC Hotel (note 8).
On June 6, 2008, the Company obtained a $40,000,000 term loan to assist in the funding of the renovations at the
Hotel Pierre. The term loan, which was scheduled to mature-on May 6, 2011, carried an interest rate of LIBOR rate,
as defined plus 140 basis points per annum. The term loan which required monthly interest payments also requires
the Company to make quarterly principal payments of $1,500,000 for each of quarters commencing on December
31, 2009 till December 31, 2010. The balance of the principal was payable at the term loan's maturity date. Interest
payments related to this loan were being passed by the Company to the New York LLC., Interest expense amounted
to $328,211 and $947,426 for the years ended March 31, 2010 and 2009, respectively of which $17,103 and $947,426
were capitalized by the New York LLC as part of the renovation costs during the years ended March 31, 2010 and
2009, respectively. During January 2010, the Company repaid the term loan from funds received from the Parent.
Note 8 - Term bridge loan
On April 25, 2007 the Parent obtained a term bridge loan ('bridge loan') from a financial institution towards the
acquisition of the San Francisco Hotel. The bridge loan required monthly interest only payments at the floating 30-
day LIBOR rate plus 80 basis points (approximately 3.88% at March 31, 2008). The bridge loan which was originally
scheduled to mature on March 31, 2008 was extended to mature on May 30, 2008.

212
Subsidiaries Accounts 2009-2010

Notes to Consolidated Financial Statements March 31, 2010 (Contd.)


On May 30, 2008, the bridge loan was repaid by the Parent. Proceeds from the San Francisco LLC mortgage loan were
distributed to the Parent which used these amounts to partially satisfy the previously outstanding bridge loan.
Note 9 - Employee benefit plans
The San Francisco LLC, Boston LLC and the New York LLC have defined contribution plans for the benefit of
its eligible employees pursuant to Section 401(k) of the internal Revenue Code. In addition to employee 401(k)
contributions, the plan requires employer contributions of 3% of each eligible participant's plan compensation for each
year. The employer may also make a profit sharing contribution of a uniform percentage of eligible participant's plan
compensation based on profits as defined. The employer contributions charged to the New York LLC’s operations for
the years ended March 31, 2010 and 2009 amounted to $117,188 and $93,928, respectively. The employer contributions
charged to Boston LLC’s operations for the years ended March 31, 2010 and 2009 amounted to $199,514 and $226,088,
respectively. The employer contributions charged to the San Francisco LLC’s operations for the years ended March 31,
2010 and 2009 amounted to $69,263 and $81,296, respectively.
The New York LLC makes contributions, along with many other employers, to union-sponsored multiemployer
pension plans based on the number of hours worked by employees covered under union contracts. The Multiemployer
Pension Plan Amendments Act of 1980 imposes certain liabilities upon employers associated with multiemployer
plans who withdraw from such a plan or upon termination of said plan. The New York LLC had not undertaken to
terminate, withdraw or partially withdraw from the plans. The New York LLC has not received information from the
plans' administrators to determine its share of unfunded vested benefits, if any. Amounts charged to the New York
LLC’s expense for contributions to the multiemployer plans for the years ended March 31, 2010 and 2009 amounted
to $1,580,472 and $1,255,189, respectively.
Note 10 - Operating leases
The Boston LLC and the New York LLC, as lessors under various operating leases, will receive base rents over the
next five years and in the aggregate over the remaining terms of the leases as follows:
Boston New York
March 31, LLC LLC Total
2011 $ 462,600 $ 179,298 $ 641,898
2012 435,000 171,463 606,463
2013 435,000 142,761 577,761
2014 435,000 - 435,000
2015 435,000 - 435,000
Thereafter 942,500 942,500
$ 3,145,100 $ 493,522 $ 3,638,622
Certain leases contain provisions for additional rents and extension options.
The New York LLC's rental income for the years ended March 31, 2010 and 2009 amounted to $141,542 and $139,987,
respectively. The Boston LLC's rental income for the years ended March 31, 2010 and 2009 amounted to $311,477 and
$451,931, respectively.
Lease agreement with 795 Corp. and 795 Partnership
The New York LLC lease agreements with 795 Corp. and 795 Partnership are for certain facilities of the Hotel Pierre
for the purpose of operating a hotel business. Both leases terminate on June 30, 2015 and may be extended for two
additional ten-year terms.
The New York LLC has provided to 795 Corp. and 795 Partnership an irrevocable unconditional letter of credit in the
amount of $5,000,000 as further security for all of its obligations under the leases and - management agreement. The
letter of credit is required to be renewed annually until expiration of the lease on June 30, 2015.

213
International Hotel Management Services, Inc.
(A Delaware Corporation)

Notes to Consolidated Financial Statements March 31, 2010 (Contd.)


Also, as stated in the lease agreement, the New York LLC is required to expend no less than $35,000,000 on renovations.
The lease agreements also require the New York LLC to complete such renovations no later than June 30, 2007.
ln November 2007 the New York LLC, entered into a lease modification with its landlord. The principal modification
extended the lease term for an additional 10 years, to June 30, 2025, and increased the New York LLC's renovation
commitment to $80 million. ln order to expedite the renovation, the New York LLC closed the hotel rooms and
restaurant operations of the Hotel Pierre effective December 31, 2007, and entered into a severance arrangement with
the union to offer eligible employees enhanced severance payments with no recall rights or normal severance payments
with recall rights. The New York LLC paid approximately $12.25 million in severance payments in January 2008.
The lease modification required the New York LLC to complete the renovation by January 30, 2009. On December
10, 2008, the New York LLC sent a letter request to 795 Corp. to extend the renovation completion date to June 30,
2009 which 795 Corp. agreed to through a letter dated December 19, 2008 to the New York LLC. The New York LLC
substantially completed the renovation project on June 30, 2010.
Also as part of the renovations, 795 Corp. required the New York LLC to post a $20 million performance bond. As the
renovations were almost substantially completed, on April 8, 2009, 795 Corp. reduced the required performance bond
to $10 million. On March 15, 2010, the required performance was further reduced to $2 million as the Hotel Pierre
renovation was completed.
The lease agreements provide for 795 Corp. and 795 Partnership to receive rental payments with respect to the Hotel
Pierre’s facilities. Rental payment consists of minimum rentals, and additional rentals measured by a formula based
upon 795 Corp.'s and 795 Partnership's costs. Future fixed minimum rentals, exclusive of formula or percentage
rentals, for the years ending March 31, are approximately as follows:
795
795 Corp. Partnership Total
2011 $ 955,000 $ 1,014,000 $ 1,969,000
2012 955,000 1,014,000 1,969,000
2013 955,000 1,014,000 1,969,000
2014 955,000 1,014,000 1,969,000
2015 955,000 1,014,000 1,969,000
Thereafter 238,750 253,500 492,250
$ 5,013,750 $ 5,323,500 $ 10,337,250
Lease on cooperative apartments and ballroom
The New York LLC assumed a lease agreement with Barney’s New York, currently scheduled to expire June 2013,
for the use of the Hotel Pierre’s ballroom, and with some other individuals for the use of their cooperative apartments
as hotel rooms and suites. Such leases require the New York LLC to pay minimum rent which increase annually
by the change in the Consumer Price Index and to reimburse the owners for their actual cooperative maintenance
charges. Future fixed minimum rentals, exclusive of formula or percentage rentals for the years ending March 31, are
approximately as follows:
2011 $ 823,929
2012 823,929
2013 823,929
2014 340,486
2015 98,765
Thereafter 98,765
$ 3,009,803

214
Subsidiaries Accounts 2009-2010

Notes to Consolidated Financial Statements March 31, 2010 (Contd.)


As the Hotel Pierre is under construction, the New York LLC capitalized the rent expense attributable to the rented
spaces being renovated. Rent expense capitalized for the years ended March 31, 2010 and 2009 amounted to $649,227
and $3,887,980, respectively.

Note 11 - Due to/from related parties


Due to/from related parties are non-interest bearing and have no specified date of repayment.

Sales and marketing agreement


The Parent has a sales and marketing agreement with Indian Hotels Company Limited (“IHCL"), which expired on
June 1, 2007. The parties are presently negotiating a new agreement. The Parent is required to perform sales and
marketing functions for IHCL. The agreement states that the Parent receive sales and marketing fees of no less than
$400,000 each year. For the years ended March 31, 2010 and 2009, the Parent received $1,411,300 and $1,860,449,
respectively, of sales and marketing fees under the terms of the agreement.

Hotel operating agreement


On January 11, 2007, the Boston LLC entered into a hotel operating agreement (the “Agreement”) with the Manager.
The Agreement expires on January 10, 2017, and contains an option for extension for an additional twenty years.
Under the terms of the mortgage loan (note 7), Manager will not receive compensation for the services performed,
other than for reimbursement of operating expenses incurred by the Manager towards the operation, management, and
maintenance of the Boston Hotel until January 12, 2010. The Boston LLC is in the process of extending the term with
the Manager wherein the Boston LLC does not have to compensate the Manager. There were no reimbursements for
the years ended March 31, 2010 and 2009.

Note 12 - Income taxes


The Company recognizes deferred tax assets or liabilities for the expected future consequences attributable to
differences between the financial statement carrying amount of existing assets and liabilities and their respective tax
basis. Deferred tax assets and liabilities are measured using the enacted tax rates in effect for the year in which the
temporary differences are expected to be recovered or settled.
(Provision) for income taxes consists of the following:
Year Ended March 31
2010 2009
$ $
Current
Federal - -
State and local (153,687) (5,243)
(153,687) (5,243)
Deferred
Federal - -
State and local - -
Total income tax (provision) (153,687) (5,243)

The deferred asset consists of, and the related deferred income taxes resulted from the following temporary
differences:

215
International Hotel Management Services, Inc.
(A Delaware Corporation)

Notes to Consolidated Financial Statements March 31, 2010 (Contd.)


2010 2009
$ $
Change in valuation allowance (46,562,167) (30,331,257)
Net operating loss carry forward 46,183,674 30,168,129
Depreciation and amortization 407,553 (157,247)
Employee related benefits (29,060) (25,743)
Accrued interest - 346,118
Total deferred tax asset - -

As of March 31, 2010, the Company has available approximately $107 million in net operating loss carry forwards
which expire through 2030.
Note 13 - Contingency
The Company is a party to claims that arose in the normal course of business. Management of the Company believes
that the ultimate outcome of these claims will not have a material effect on the financial statements.
Note 14 - Management agreement with landlord
On July 1, 2005 the landlord (795 Corp.) entered into management agreement (the “Management Agreement") with
the New York LLC. Under the Management Agreement, the New York LLC agreed to manage the Hotel Pierre as agent
for the landlord and provide the shareholders of the landlord with certain services.
Under the Management Agreement, the landlord is to pay a base annual management fee of $3,907,362. This fee,
subject to annual adjustments, reflects increases in costs of management over the prior year. Management fees of
$4,410,397 and $4,362,729 were charged to the landlord for the years ended March 31, 2010 and 2009, respectively.
The landlord has the option to cancel the Management Agreement if the leases are cancelled (see note 10).
The management agreement expires June 30, 2025 or until such term shall sooner cease and expire as provided in the
Agreement.
Note 15 - Franchise agreement
On October 1, 2008, the New York LLC entered into a franchise agreement (“Franchise Agreement') with Caprice
Holdings Limited (“Caprice") to be a franchisee of the Caprice Brand in the New York, NY territory for the purposes
of operating the restaurant in accordance with the Le Caprice Concept at the Hotel Pierre. The Franchise Agreement
has a term of twenty years (the “initial term"), subject to certain termination provisions, as defined. The New York LLC
has the option to extend the term of the Franchise Agreement for an additional period of up to twenty years, unless the
agreement expires or is terminated during the initial term. The Franchise Agreement provides for Caprice to receive
annual royalty fees equating 4% of the gross revenues, as defined for the first $5,000,000 and 6% of the gross revenues
that exceed $5,000,000 in each agreement year, as defined. The Franchise Agreement also provides for Caprice to
receive, irrespective of the royalty fees earned in any agreement year, a minimum annual royalty fee of $200,000,
payable in equal instalments at the start of each quarter, which shall be offset against any royalty fees due to Caprice in
the same agreement year. Royalty fees paid to Caprice for the year ended March 31, 2010 amounted to $166,667.
Note 16 - Loss on sale of assets
In connection with the closure of the Hotel Pierre's hotel rooms and restaurant, the New York LLC contracted a
Liquidator to liquidate certain furniture fixtures and equipment related to the hotel rooms and restaurant of the Hotel
Pierre. The Liquidator estimates that proceeds will amount approximately to $500,000. The New York LLC recognized
a loss on the sale of the assets amounting to $125,000 in fiscal 2009.
Note 17 - Subsequent events
The Company has evaluated subsequent events through April 29, 2010, and has determined that there were no
subsequent events or transactions, which would require recognition or disclosure in the financial statements.

216
Subsidiaries Accounts 2009-2010

Independent Auditor's Report on Accompanying Information


Our audits were made for the purpose of forming an opinion on the consolidated financial statements of International
Hotel Management Services, Inc. taken as a whole. The consolidating balance sheet and the related consolidating
statements of operations and cash flows are presented for purposes of additional analysis of the consolidated financial
statements rather than to present the financial position, results of operations and cash flows of the individual subsidiaries.
Such information has been subjected to the auditing procedures applied in the audits of the basic financial statements
and, in our opinion, is fairly stated in all material respects in relation to the consolidated financial statements taken as
a whole.

PKF
Certified Public Accountants
A Professional Corporation

April 29, 2010

217
International Hotel Management Services, Inc.
(A Delaware Corporation)

Consolidated Balance Sheet as at 31st March, 2010


International
IHMS Hotel
IHMS (Boston) Management Consolidated
ASSETS (SF) LLC LLC IHMS, LLC Services, Inc. Eliminations Total
$ $ $ $ $ $
Current Assets
Cash 266,610 400,296 306,770 17,805 - 991,481
Cash in escrow 1,191,868 - - 100,000 - 1,291,868
Accounts receivable
Guest ledger 31,170 62,657 220,920 - - 314,747
City ledger 111,481 352,414 1,918,897 - - 2,382,792
Other - - 278,289 - - 278,289
142,651 415,071 2,418,106 - - 2,975,828
Inventories 302,637 298,754 580,022 - - 1,181,413
Prepaid expenses 265,198 457,508 2,141,527 - - 2,864,233
Total current assets 2,168,964 1,571,629 5,446,425 117,805 - 9,304,823
Property and equipment -
Investment in cooperative apartments - - 1,500,000 - - 1,500,000
Land 14,000,000 40,000,000 - - - 54,000,000
Building and improvements 44,865,228 129,151,746 90,420,976 - - 264,437,950
Furniture, fixtures and equipment 1,203,356 5,559,689 21,620,125 - - 28,383,170
60,068,584 174,711,435 113,541,101 - - 348,321,120
Accumulated depreciation (3,649,447) (12,763,242) (8,865,278) - - (25,277,967)
56,419,137 161,948,193 104,675,823 - - 323,043,153
Construction in progress 17,557 160289 40200 - 218,046
56,436,694 162,108,482 104,716,023 - - 323,261,199
Other assets
Intangible assets 256,209 975,474 1,733,385 - - 2,965,068
Operating equipment - - 1,078,406 - - 1,078,406
Security deposits 45,076 47,800 - - 92,876
Investment in subsidiaries - - - 359,499,902 (359,499,902) -
Due from related parties - - - 11,781,614 (11,781,614) -
301,285 1,023,274 2,811,791 371,281,516 (371,281,516) 4,136,350
TOTAL ASSETS 58,906,943 164,703,385 112,974,239 371,399,321 (371,281,516) 336,702,372
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable
Trade 415,561 592,658 2,675,013 - - 3,683,232
Other 57,652 331,139 20,209 - - 409,000
473,213 923,797 2,695,222 - - 4,092,232
Taxes payable, other than income 96,409 158,440 251,380 - - 506,229
State income taxes payable - - 150,000 4,786 - 154,786
Accrued expenses
Payroll and related 254,221 435,440 447,279 - - 1,136,940
Vacation, pension and incentives 429,581 801,231 2,012,815 - - 3,243,627
Interest 52,177 6,522 - - - 58,699
Utilities 13,900 54,140 402,730 - - 470,770
Other 452,221 302,240 1,102,410 11,063 - 1,867,934
1,202,100 1,599,573 3,965,234 11,063 - 6,777,970
Advance deposits and other credit balances 54,606 798,370 3,595,506 - - 4,448,482
Tenants’ security deposits - 2,500 96,000 - - 98,500
Current portion of notes payable - - 99,996 - - 99,996
Line of credit - - - 10,500,000 - 10,500,000
Total current liabilities 1,826,328 3,482,680 10,853,338 10,515,849 - 26,678,195
Due to related parties 395,379 5,092,252 7,982,603 - (11,781,614) 1,688,620
Notes payable to related parties - - - 9,000,000 - 9,000,000
Long term portion of mortgage loan and notes payable 20,000,000 40,000,000 358,339 - - 60,358,339
Total liabilities 22,221,707 48,574,932 19,194,280 19,515,849 (11,781,614) 97,725,154
Stockholders’ equity
Common stock - - - 100 - 100
Additional paid-in capital 47,246,941 161,349,451 151,767,213 349,636,198 (359,499,902) 350,499,901
Accumulated earnings
Balance, beginning of year (6,696,310) (31,096,606) (37,374,385) 2,139,087 - (73,028,214)
Net income (loss) (3,865,395) (14,124,392) (20,612,869) 108,087 - (38,494,569)
Balance, end of the year (10,561,705) (45,220,998) (57,987,254) 2,247,174 - (111,522,783)
Total stock holder’s equity 36,685,236 116,128,453 93,779,959 351,883,372 (359,499,902) 238,977,118
Total liabilities and stockholders’ Equity 58,906,943 164,703,385 112,974,239 371,399,321 (371,281,516) (336,702,372)

218
Subsidiaries Accounts 2009-2010

Consolidated Balance Sheet as at 31st March, 2009


International
IHMS Hotel
IHMS (Boston) Management Consolidated
ASSETS (SF) LLC LLC IHMS, LLC Services, Inc. Eliminations Total
$ $ $ $ $ $
Current Assets
Cash 280,810 566,192 - 141,387 - 988,389
Cash in escrow 1,164,594 1,907,453 - 100,000 - 3,172,047
Accounts receivable
Guest ledger 24,555 51,367 50,706 - - 126,628
City ledger 179,423 461,926 706,449 - - 1,347,798
Other - 4,949 226,412 - - 231,361
203,978 518,242 983,567 - - 1,705,787
Inventories 406,701 313,526 395,234 - - 1,115,461
Prepaid expenses 206,679 468,535 906,571 - - 1,581,785
Total current assets 2,262,762 3,773,948 2,285,372 241,387 - 8,563,469
Property and equipment -
Investment in cooperative apartments - - 1,500,000 - - 1,500,000
Land 14,000,000 40,000,000 - - - 54,000,000
Building and improvements 44,865,228 129,151,746 1,770,672 - - 175,787,646
Furniture, fixtures and equipment 1,035,248 5,385,346 6,863,388 - - 13,283,982
59,900,476 174,537,092 10,134,060 - - 244,571,628
Accumulated depreciation (2,360,738) (8,759,788) (4,593,856) - - (15,714,382)
57,539,738 165,777,304 5,540,204 - - 228,857,246
Construction in progress 68,401 140789 83900389 - - 84,109,579
57,608,139 165,918,093 89,440,593 - - 312,966,825
Other assets
Intangible assets 318,170 575,352 1,902,496 - - 2,796,018
Operating equipment - - 41,929 - - 41,929
Security deposits 42,341 43,200 - - - 85,541
Investment in subsidiaries - - - 179,499,902 (179,499,902) -
Due from related parties - - - 94,449,945 (94,449,945) -
360,511 618,552 1,944,425 273,949,847 (273,949,847) 2,923,488
60,231,412 170,310,593 93,670,390 274,191,234 (273,949,847) 324,453,782
Current Liabilities
Accounts payable
Cash overdraft - - 746,215 - - 746,215
Trade 489,091 1,029,295 4,020,327 - - 5,538,713
Other 63,083 321,358 51,151 - - 435,592
552,174 1,350,653 4,071,478 - - 5,974,305
Retention payable - - 5,400,933 - - 5,400,933
Taxes payable, other than income 102,322 117,893 86,067 - - 306,282
State income taxes payable - - - 4,786 - 4,786
Accrued expenses
Payroll and related 223,670 380,139 267,025 - - 870,834
Vacation, pension and incentives 413,044 845,777 2,123,870 - - 3,382,691
Interest 56,747 363,800 - - - 420,547
Utilities 17,078 178,642 423,565 - - 619,285
Other 791,762 190,162 925,267 11,063 - 1,349,355
1,502,301 1,958,520 3,739,727 11,063 - 6,642,712
Advance deposits and other credit balances 128,175 696,107 2,570,572 - - 3,394,854
Tenants’ security deposits - 2,500 28,000 - - 30,500
Current portion of notes payable - 80,000,000 - 3,000,000 - 83,000,000
Line of credit - - - 15,000,000 - 15,000,000
Total current liabilities 2,284,972 84,125,673 16,642,992 18,015,849 - 121,069,486
Due to related parties 6,264,986 25,281,526 64,415,942 - (94,449,945) 1,512,509
Notes payable to related parties - - - 38,400,000 - 38,400,000
Mortgage loan payable 20,000,000 - - 37,000,000 - 57,000,000
Total liabilities 28,549,958 109,407,199 81,058,934 93,415,849 (94,449,945) 217,981,995
Stockholders’ equity
Common stock - - - 100 - 100
Additional paid-in capital 38,377,764 92,000,000 49,985,841 178,636,198 (179,499,902) 179,499,901
Accumulated earnings
Balance, beginning of year (3,572,164) (19,329,108) (22,723,628) 2,052,682 - (43,572,218)
Net income (loss) (3,124,146) (11,767,498) (14,650,757) 86,405 - (29,455,996)
Balance, end of the year (6,696,310) (31,096,606) (37,374,385) 2,139,087 - (73,028,214)
Total stock holder’s equity 31,681,454 60,903,394 12,611,456 180,775,385 (179,499,902) 106,471,787
Total liabilities and stockholders’ Equity 60,231,412 170,310,593 93,670,390 274,191,234 (273,949,847) 324,453,782

219
International Hotel Management Services, Inc.
(A Delaware Corporation)

Consolidated Statement of Operations For the Year Ended 31st March, 2010
International
IHMS Hotel
IHMS (SF) (Boston) Management Consolidated
LLC LLC IHMS, LLC Services, Inc. Eliminations Total
$ $ $ $ $ $
Revenues
Rooms 6,362,776 13,284,344 13,801,588 - - 33,448,708
Food and beverage 3,084,103 7,714,970 21,162,292 - - 31,961,365
Telephone 52,118 117,673 189,933 - - 359,724
Other 373,982 627,732 5,415,943 368 - 6,418,025
Total Revenues 9,872,979 21,744,719 40,569,756 368 - 72,187,822
Departmental expenses
Rooms 2,608,063 6,504,915 12,122,542 - - 21,235,520
Food and beverage 3,484,209 8,321,848 21,370,534 - - 33,176,591
Telephone 127,641 233,427 576,012 - - 937,080
Other 272,280 386,632 610,052 - - 1,268,964
Total departmental expenses 6,492,193 15,446,822 34,679,140 - - 56,618,155
Unallocated operating expenses
Administrative and general 1,966,197 3,851,098 6,671,028 1,209,009 - 13,697,332
Sales and marketing 1,099,436 2,308,372 2,213,649 - - 5,621,457
Repair and maintenance 762,923 1,418,243 3,711,573 - - 5,892,739
Utilities 563,774 1,548,897 3,617,246 - - 5,729,917
Total unallocated operating expenses 4,392,330 9,126,610 16,213,496 1,209,009 - 30,941,445
(Loss) before other income and income
(1,011,544) (2,828,713) (10,322,880) (1,208,641) - (15,371,778)
tax benefit (provision)
Fixed charges
Real estate taxes 517,613 2,268,233 - - - 2,785,846
Insurance 333,964 345,241 274,132 - - 953,337
Rent 30,585 66,412 5,151,323 - - 5,248,320
Depreciation 1,288,709 4,010,804 4,271,422 - - 9,570,935
Amortization 61,961 608,989 169,111 - - 840,061
Interest 627,525 3,889,833 335,801 - - 4,853,159
Other - 128,746 - - - 128,746
Total Fixed charges 2,860,357 11,318,258 10,201,789 - - 24,380,404
(Loss) before other income and tax
benefit (provision)
(3,871,901) (14,146,971) (20,524,669) (1,208,641) - (39,752,182)
Other income (expense)
Sales and marketing fees - - - 1,411,300 - 1,411,300
Income (Loss) before income tax
(3,871,901) (14,146,971) (20,524,669) 202,659 - (38,340,882)
benefit (provision)
Income tax benefit (provision) benefit 6,506 22,579 (88,200) (94,572) - (153,687)
Net income (loss) (3,865,395) (14,124,392) (20,612,869) 108,087 - (38,494,569)

220
Subsidiaries Accounts 2009-2010

Consolidated Statement of Operations For the Year Ended 31st March, 2009
International
IHMS Hotel
IHMS (SF) (Boston) Management Consolidated
LLC LLC IHMS, LLC Services, Inc. Eliminations Total
$ $ $ $ $ $
Revenues
Rooms 8,511,615 18,554,154 - - - 27,065,769
Food and beverage 3,429,855 10,493,349 20,995,032 - - 34,918,236
Telephone 110,323 187,335 32,985 - - 330,643
Other 424,475 673,109 4,600,972 4,033 - 5,702,589
Total Revenues 12,476,268 29,907,947 25,628,989 4,033 - 68,017,237
Departmental expenses
Rooms 2,965,671 7,638,696 8,205,721 - - 18,810,088
Food and beverage 3,977,390 10,068,101 14,327,578 - - 28,373,069
Telephone 105,642 305,890 609,803 - - 1,021,335
Other 331,079 541,492 19,434 - - 892,005
Total departmental expenses 7,379,782 18,554,179 23,162,536 - - 49,096,497
Unallocated operating expenses
Administrative and general 2,168,283 4,865,760 6,074,436 1,690,937 - 14,799,416
Sales and marketing 1,240,170 3,430,267 1,437,403 - - 6,107,840
Repair and maintenance 912,298 1,828,545 3,197,996 - - 5,938,839
Utilities 582,034 1,775,165 3,271,283 - - 5,628,482
Total unallocated operating expenses 4,902,785 11,899,737 13,981,118 1,690,937 - 32,474,577
(Loss) before other income
and income tax benefit (provision) 193,701 (545,969) (11,514,665) (1,686,904) - (13,553,837)
Fixed charges
Real estate taxes 648,417 2,073,972 - - - 2,722,389
Insurance 330,852 388,864 326,094 - - 1,045,810
Rent 31,094 95,309 1,211,639 - - 1,338,042
Depreciation 1,261,200 3,952,142 1,357,775 - - 6,571,117
Amortization 51,634 226,400 169,111 - - 447,145
Interest 1,000,430 4,294,067 - - - 5,294,497
Other - 118,065 - - - 118,065
Total Fixed charges 3,323,627 11,148,819 3,064,619 - - 17,537,065
(Loss) before other income and tax benefit
(3,129,926) (11,694,788) (14,579,284) (1,686,904) - (31,090,902)
(provision)
Other income (expense)
Sales and marketing fees - - - 1,860,449 - 1,860,449
Loss on sale of assets - (95,300) (125,000) - - (220,300)
Total other income (expense) (95,300) (125,000) 1,860,449 1,640,149
Income (Loss) before income tax benefit (provision) (3,129,926) (11,790,088) (14,704,284) 173,545 - (29,450,753)
Income tax benefit (provision) 5,780 22,590 53,527 (87,140) - (5,243)
Net income (loss) (3,124,146) (11,767,498) (14,650,757) 86,405 - (29,455,996)

221
International Hotel Management Services, Inc.
(A Delaware Corporation)

Consolidated Statement of Cash Flows For the year ended March 31, 2010
International
IHMS Hotel
IHMS (Boston) Management Consolidated
(SF) LLC LLC IHMS, LLC Services, Inc. Eliminations Total
$ $ $ $ $ $
Cash flow from operating activities
Net income (loss) (3,865,395) (14,124,392) (20,612,869) 108,087 - (38,494,569)
Adjustments to reconcile net income
(loss) to net cash provided (used) by
operating activities
Depreciation and amortization 1,350,670 4,619,793 4,440,533 - - 10,410,996
Loss on sale of assets
Changes in certain other accounts
Accounts receivable 61,327 103,171 (1,434,539) - - (1,270,041)
Inventories 104,064 14,772 (184,788) - - (65,952)
Prepaid expenses (58,519) 11,027 (1,234,956) - - (1,282,448)
Operating Equipment - - (1,036,477) - - (1,036,477)
Accounts payable (78,961) (426,856) (1,376,256) - - (1,882,073)
Taxes payable, other than income (5,913) 40,547 165,313 - - 199,947
State & local income taxes payable - - 150,000 - - 150,000
Accrued expenses (300,201) (358,947) 225,507 - - (433,641)
Advance deposits and other credit
(73,569) 102,263 1,024,934 - - 1,053,628
balances
Tenants’ security deposits (2,735) (4,600) 68,000 - - 60,665
Total adjustments 996,163 4,101,170 807,271 - - 5,904,604
Net cash provided (used) by
(2,869,232) (10,023,222) (19,805,598) 108,087 - (32,589,965)
operating activities
Cash flows from investing activities
Changes in cash in escrow (27,274) 1,907,453 - - - 1,880,179
Investment in subsidiaries - - - (141,600,000) 141,600,000 -
Capital expenditures (117,264) (201,193) (24,947,785) - - (25,266,242)
Net cash (used) by investing activities (144,538) (1,706,260) (24,947,785) (141,600,000) 141,600,000 (23,386,063)
Cash flows from financing activities
Change in cash overdraft - - (746,215) - - (746,215)
Due to/from related parties 99,570 260,177 148,336 44,268,331 (44,600,303) 176,111
(Repayment) of line of credit, net - - - (4,500,000) - (4,500,000)
(Repayment) of mortgage loans - (80,000,000) - (40,000,000) - (120,000,000)
Contributions and loans from member 2,900,000 48,900,000 45,199,697 141,600,000 (96,999,697) 141,600,000
Proceeds from (repayment) of term
- - - - - -
bridge loan
Payment of loans fees - (1,009,111) - - - (1,009,111)
Proceeds from mortgage loan - 40,000,000 - - - 40,000,000
Principal payments on notes payable - - (41,665) - - (41,665)
Proceeds from note payable - - 500,000 - - 500,000
Net cash provided by financing activities 2,999,570 8,151,066 45,060,153 141,368,331 (141,600,000) 55,979,120
Net cash increase (decrease) in cash (14,200) (165,896) 306,770 (123,582) - 3,092
Cash, beginning of year 280,810 566,192 - 141,387 - 988,389
Cash, end of year 266,610 400,296 306,770 17,805 - 991,481

222
Subsidiaries Accounts 2009-2010

Consolidated Statement of Cash Flows For the year ended March 31, 2009
International
IHMS Hotel
IHMS (Boston) Management Consolidated
(SF) LLC LLC IHMS, LLC Services, Inc. Eliminations Total
$ $ $ $ $ $
Cash flow from operating activities
Net income (loss) (3,124,146) (11,767,498) (14,650,757) 86,405 - (29,455,996)
Adjustments to reconcile net income
(loss) to net cash provided (used) by
operating activities
Depreciation and amortization 1,312,834 4,178,542 1,526,886 - - 7,018,262
Loss on sale of assets - 95,300 - - - 95,300
Changes in certain other accounts
Accounts receivable 88,465 302,243 402,140 - - 792,848
Inventories (707) 3,584 56,136 - - 59,013
Prepaid expenses 31,867 (149,736) (336,406) - - (454,275)
Operating Equipment - - (41,929) - - (41,929)
Accounts payable (208,527) (64,878) 1,404,600 - - 1,700,094
Taxes payable, other than income (35,895) (57,489) 2,728 - - (90,656)
Accrued expenses 249,326 (230,879) 32,158 1,414 - (516,880)
Advance deposits and other credit
83,678 89,813 (403,633) - - (230,142)
balances
Tenants’ security deposits 60 (17,300) - - - (17,240)
Total adjustments 152,101 4,149,200 2,642,680 1,414 - 8,314,395
Net cash provided (used) by
(1,603,045) (7,618,298) (12,008,077) 87,819 - (21,141,601)
operating activities
Cash flows from investing activities
Changes in cash in escrow (1,164,594) (323,877) - (100,000) - (1,588,471)
Investment in subsidiaries - - - (8,922,137) 8,922,137 -
Capital expenditures (369,347) (659,210) (65,768,870) - - (66,797,427)
Proceeds from sale of derivatives - 10,000 - - - 10,000
Net cash (used) by investing
(1,533,941) (973,087) (65,768,870) (9,022,137) 8,922,137 (68,375,898)
activities
Cash flows from financing activities
Change in cash overdraft - - 746,215 - - 746,215
Due to/from related parties 3,360,979 8,633,933 66,425,381 (77,883,820) - 536,473
Proceeds from line-of-credit - - - (13,500,000) - (13,500,000)
Contribution by member - - 8,922,137 32,000,000 (8,922,137) 32,000,000
Distribution to members (20,000,000) - - - 20,000,000 -
Distribution from subsidiaries - - - 20,000,000 (20,000,000) -
Payment of financing fee (309,804) - - - (309,804)
Acquisition of mortgage loan 20,000,000 - - 40,000,000 - 60,000,000
Proceeds from term bridge loan - - - (30,000,000) - (30,000,000)
Proceeds from notes payable from
- - - 38,400,000 - 38,400,000
related party
Net cash provided by (used) in
3,051,175 8,633,933 76,093,733 9,016,180 (8,922,137) 87,872,884
financing activities
Net increase (decrease) in cash (85,811) 42,548 (1,683,214) 81,862 - (1,644,615)
Cash, beginning of year 366,621 523,644 1,683,214 59,525 - 2,633,004
Cash, end or year 280,810 566,192 - 141,387 - 988,389

223
Taj International Hotel (H.K.) Limited

Directors and Corporate Information

Taj International Hotels (H.K.) Limited

Board of Directors:
Mr. Raymond Bickson Director
Mr. Anil P. Goel Director
Mr. R. Gujral Director
Mr. R. H. Parekh Director
Mr. N. Chandrasekhar Director

Auditors:
42nd Floor, Central Plaza,
18, Harbour Road,
Wanchai,
Hong Kong.

Registered Office:
Level 28, Three Pacific Place,
1 Queen's Road East,
Hong Kong

224
Subsidiaries Accounts 2009-2010

Directors' Report
The directors have pleasure in submitting their report and audited financial statements for the year ended
31 March 2010.
Principal activities
The principal activities of the Company are investment holding and provision of consultancy, hotel management and
operating services.
Results and dividends
The results of the Company for the year ended 31 March 2010 are set out in the income statement.
The directors do not recommend the payment of a dividend.
Reserves
Movements in the reserves of the Company during the year are set out in the statement of changes in equity.
Directors
The directors who held office during the year and up to the date of this report were:
R. E. N. Bickson
A. P. Goel
R. Gujral
R. H. Parekh
N. Chandrasekhar
There being no provision in the Company's Articles of Association for retirement by rotation, all existing directors
shall continue in office.
Directors’ interests
No contracts of significance to which the Company, its holding Company or any of its subsidiaries or fellow subsidiaries
was a party and in which a director of the Company had a material interest, whether directly or indirectly, subsisted at
the end of the year or at any time during the year.
At no time during the year was the Company, its holding Company or any of its subsidiaries or fellow subsidiaries a
party to any arrangements to enable the directors of the Company to acquire benefits by means of acquisition of shares
in, or debentures of, the Company or any other body corporate.
Management contracts
No contracts concerning the management and administration of the whole or any substantial part of the business of the
Company were entered into or existed during the year.
Auditor
A resolution will be submitted to the annual general meeting to re-appoint Mazars CPA Limited, Certified Public
Accountants, as auditor of the Company.

On behalf of the Board


A. P. Goel
Chairman
17 May 2010

225
Taj International Hotel (H.K.) Limited

Independent Auditor's Report


Report on the Financial Statements
We have audited the financial statements of Taj International Hotels (H.K.) Limited set out on pages 5 to 24, which
comprise the statement of financial position as at 31 March 2010, and the statement of comprehensive income, statement
of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting
policies and other explanatory notes.
Directors’ responsibility for the financial statements
The directors are responsible for the preparation and the true and fair presentation of these financial statements
in accordance with Hong Kong Financial Reporting Standards (“HKFRS”) issued by the Hong Kong Institute of
Certified Public Accountants (“HKICPA”) and the Hong Kong Companies Ordinance. This responsibility includes
designing, implementing and maintaining internal controls relevant to the preparation and the true and fair presentation
of financial statements that are free from material misstatement, whether due to fraud or error; selecting appropriate
accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditor’s responsibility
Our responsibility is to express an opinion on these financial statements based on our audit and to report our opinion
solely to you, as a body, in accordance with section 141 of the Hong Kong Companies Ordinance, and for no other
purpose. We do not assume responsibility towards or accept liability to any other person for the contents of this report.
Except as described in the basis for qualified opinion paragraph, we conducted our audit in accordance with Hong
Kong Standards on Auditing issued by the HKICPA. Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance as to 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 judgement, 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 controls relevant to the entity’s preparation and true and fair presentation of the financial
statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the
appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, 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 audit
opinion.
Basis for qualified opinion
Limitation of scope
We have not been provided with sufficient reliable financial information to determine the fair value of the Company’s
share of assets, liabilities and contingent liabilities of the associate at the time of acquisition. Accordingly, we are
unable to determine whether (1) the Company’s share of net assets and the excess of fair value over costs arising from
the acquisition were properly determined and its resulting effect on the carrying value of the associate as at end of the
reporting period as shown in note 10 to the financial statements; and (2) any appropriate adjustment is required to the
Company’s share of the associate’s results for the year and opening accumulated profits of the Company for the year.
Our report on the financial statements for the year ended 31 March 2009 was also modified accordingly.

226
Subsidiaries Accounts 2009-2010

Auditor's Report (Contd.)


Non-preparation of consolidated financial statements
As explained in note 1 to the financial statements, the Company has not prepared consolidated financial statements in
accordance with Hong Kong Accounting Standard No. 27 “Consolidated and Separate Financial Statements” issued by
the HKICPA. The financial statements therefore do not comply with HKAS 27 so far as the preparation of consolidated
financial statement is concerned. As a consequence, the financial statements do not give the information required by
HKAS 27 about the economic activities of the Group of which the Company is the parent.

Qualified opinion

In our opinion, except for the effects of such adjustments, if any, as might have been found to be necessary had we been
able to obtain sufficient evidence concerning the fair value of the identifiable net assets of the associate at the time of
acquisition and that no consolidated financial statements have been prepared, the financial statements give a true and
fair view of the state of the Company’s affairs as at 31 March 2010 and of its loss and cash flows for the year then
ended in accordance with HKFRS and have been properly prepared in accordance with the Hong Kong Companies
Ordinance.

Report on matter under section 141(6) of the Hong Kong Companies Ordinance

We have obtained all information and explanations that we considered necessary for the purpose of our audit except
that in connection with limitation on our work relating to the associate.

Certified Public Accountants


Hong Kong

Chan Wai Man


Practising Certificate number: P02487

17 May 2010

227
Taj International Hotel (H.K.) Limited

Income Statement Year ended 31 March, 2010


2010 2009
Note US$ US$

Turnover 2 3,649,429 4,621,360


Other income 3 464,058 2,073
Amortisation of intangible assets (536,209) (536,209)
Other operating expenses 4 (683,827) (4,664,836)
Finance costs 5 (352,099) (1,032,374)
Share of results of an associate 113,357 92,522
Profit (Loss) before taxation 5 2,654,709 (1,517,464)
Taxation 7 - -
Profit (Loss) for the year and Total comprehensive income for the year 2,654,709 (1,517,464)

228
Subsidiaries Accounts 2009-2010

Balance Sheet At 31 March, 2010


2010 2009
Note US$ US$
Non-current assets
Intangible assets 8 6,411,053 6,947,262
Interest in subsidiaries 9 222,516,297 104,743,546
Interest in an associate 10 8,028,861 8,013,489
Available-for-sale financial assets 11 12,628,870 12,628,870
249,585,081 132,333,167
Current assets
Accounts receivable and advances 2,276,984 2,312,009
Due from subsidiaries 9 5,012,746 5,858,871
Loan receivable 12 2,380,423 -
Bank balances 7,982,567 10,499,455
17,652,720 18,670,335
Current liabilities
Accounts payable and accrued charges 352,001 2,005,827
Due to a subsidiary 13 102,975 -
Due to related companies 13 1,857,568 2,308,913
Due to ultimate holding company – current portion 14 31,335 1,599,549
2,343,879 5,914,289
Net current assets 15,308,841 12,756,046
Total assets less current liabilities 264,893,922 145,089,213
Non-current liabilities
Bank loan 15 32,000,000 32,000,000
Due to ultimate holding company 14 177,893,880 60,743,880
209,893,880 92,743,880
NET ASSETS 55,000,042 52,345,333
Capital and reserves
Share capital 16 50,000,000 50,000,000
Accumulated profits 5,000,042 2,345,333
TOTAL EQUITY 55,000,042 52,345,333

Approved and authorised for issue by the Board of Directors on 17 May 2010
Anil P. Goel
Directors
R. H. Parekh

229
Taj International Hotel (H.K.) Limited

Statement of Changes in Equity for the year ended 31 March, 2010


Share Accumulated
capital profits Total
US$ US$ US$
At 1 April 2008 26,755,000 3,862,797 30,617,797
Issue of share capital 23,245,000 - 23,245,000
Total comprehensive income for the year - (1,517,464) (1,517,464)
At 31 March 2009 50,000,000 2,345,333 52,345,333
At 1 April 2009 50,000,000 2,345,333 52,345,333
Total comprehensive income for the year - 2,654,709 2,654,709
At 31 March 2010 50,000,000 5,000,042 55,000,042

Statement of Cash Flows for the year ended 31 March, 2010


2010 2009
Note US$ US$
OPERATING ACTIVITIES
Cash (used in) generated from operations 17 (2,076,637) 4,364,876
Interest paid (352,226) (1,033,686)
Net cash (used in) from operating activities (2,428,863) 3,331,190
INVESTING ACTIVITIES
Interest received 97,701 43,061
Dividend received 299,492 224,767
Loans to subsidiary (117,635,218) (13,253,500)
Amount due to ultimate holding company 117,150,000 33,253,500
Acquisition of investments in subsidiaries - (20,001,000)
Acquisition of intangible assets - (3,193,920)
Net cash used in investing activities (88,025) (2,927,092)
Net (decrease) increase in cash and cash equivalents (2,516,888) 404,098
Cash and cash equivalents at beginning of year 10,499,455 10,095,357
Cash and cash equivalents at end of year, represented by bank balances 7,982,567 10,499,455

230
Subsidiaries Accounts 2009-2010

Notes to the Financial Statements for the year ended 31 March, 2010
CORPORATE INFORMATION
Taj International Hotels (H.K.) Limited is a limited liability Company incorporated in Hong Kong. The Company’s
registered office is located at Level 28, Three Pacific Place, 1 Queen’s Road East, Hong Kong. The holding Company
and ultimate holding Company of the Company is The Indian Hotels Company Limited which is incorporated in India.
The principal activities of the Company are investment holding and provision of consultancy, hotel management and
operating services.
1. PRINCIPAL ACCOUNTING POLICIES
Basis of preparation
These financial statements have been prepared in accordance with Hong Kong Financial Reporting Standards
(“HKFRS”), which collective term includes all applicable Hong Kong Financial Reporting Standards, Hong
Kong Accounting Standards (“HKAS”) and Interpretations issued by the Hong Kong Institute of Certified
Public Accountants (“HKICPA”), accounting principles generally accepted in Hong Kong and the Hong Kong
Companies Ordinance.
The Company has not prepared consolidated financial statements in accordance with Hong Kong Accounting
Standard No. 27 “Consolidated and Separate Financial Statements” issued by the HKICPA since the Company is
a wholly-owned subsidiary of The Indian Hotels Co. Ltd., an listed Company, incorporated in India, which is not
required to prepare consolidated financial statements under either HKFRS or International Financial Reporting
Standards. The Company’s management is of the view that the cost, time and effort of preparation of consolidated
financial statements of the Company would be grossly out of proportion to the benefits thereof to the Company,
its parent and the shareholders of its parent who are mandatorily required to be presented with the financial
statements of each of the companies in the parent’s Group.
These financial statements have been prepared on a basis consistent with the accounting policies adopted in the
2009 financial statements. The adoption of the new / revised HKFRSs that are relevant to the Company and
effective from the current year has had no significant effects on the Company’s results and financial position for
the current year and prior year, except that certain presentation and disclosures of financial statements items have
been revised. A summary of the principal accounting policies adopted by the Company is set out below.
Adoption of new / revised HKFRS
HKAS 1 (Revised): Presentation of Financial Statements
HKAS 1 (Revised) requires transactions with owners to be presented separately from all other income and
expenses in a revised statement of changes in equity. The revised standard however allows non-owner changes
in equity to be shown in a single statement (the statement of comprehensive income) or two statements (the
income statement and the statement of other comprehensive income). The Company has elected to prepare one
statement. In addition, the revised standard requires that when comparative information is restated or reclassified,
a statement of financial position as at the beginning of the comparative period, in addition to the statements of
financial position as at the end of the current period and the comparative period, should be presented. Since the
Company did not restate comparative information during the year, this new requirement has no impact on the
financial statements.
Basis of measurement
The measurement basis used in the preparation of these financial statements is historical cost.
Revenue recognition
Revenue is recognised when it is probable that the economic benefits will flow to the Company and when the
revenue and costs, if applicable, can be measured reliably and on the following bases:
Operating, incentive and technical fees are recognised in the period when services are rendered.

231
Taj International Hotel (H.K.) Limited

Notes to the Financial Statements for the year ended 31 March, 2010
Interest income is accrued on a time apportionment basis on the principal outstanding and at the interest rate
applicable.
Dividend income from investments is recognised when the Company’s rights to receive payment have been
established.
Taxation
The charge for current income tax is based on the results for the year as adjusted for items that are non-assessable
or disallowed. It is calculated using tax rates that have been enacted or substantively enacted by the end of the
reporting period.
Deferred tax is provided, using the liability method, on all temporary differences at the end of the reporting
period between the tax bases of assets and liabilities and their carrying amounts in the financial statements.
However, any deferred tax arising from initial recognition of an asset or liability in a transaction other than a
business combination that at the time of the transaction affects neither the accounting profit nor taxable profit or
loss is not recognised.
The deferred tax liabilities and assets are measured at the tax rates that are expected to apply to the period
when the asset is recovered or the liability is settled, based on tax rates and tax laws that have been enacted or
substantively enacted at the end of the reporting period. Deferred tax assets are recognised to the extent that it is
probable that future taxable profit will be available against which the deductible temporary differences, tax losses
and credits can be utilised.
Intangible assets
Management contracts
Management contracts represent the Company’s assessment of value of its hotel management contracts less
accumulated amortisation and are reviewed for impairment annually or more frequently when indicator of
impairment arises. Amortisation of intangible assets is charged to the income statement on a straight-line basis
over the assets’ estimated useful lives of 20 years.
Contract rights
The initial cost of acquiring contract rights is capitalised. Contract rights with finite useful lives are carried at
cost less accumulated amortisation and accumulated impairment losses. Amortisation of intangible assets is
charged to the income statement on a straight-line basis over the assets’ estimated useful lives of 15 years. No
amortisation is provided in respect of the intangible assets until commencement of the contracts.
Subsidiaries
A subsidiary is an entity in which the Company has the power to govern the financial and operating policies so
as to obtain benefits from its activities.
In the Company’s statement of financial position, the investment in subsidiary is stated at cost less accumulated
impairment losses. The carrying amount of the investment is reduced to its recoverable amount on an individual
basis. Results of subsidiaries are accounted for by the Company on the basis of dividends received and
receivable.
Associates
An associate is an entity in which the Company has significant influence and which is neither a subsidiary nor a
joint venture.
The Company’s investment in associate is accounted for under the equity method of accounting. The statement
of comprehensive income includes the Company’s share of the post-acquisition results of the associate for the
period. The statement of financial position includes the Company’s share of the net assets of the associate and
also goodwill. The Company discontinues recognising its share of further losses when the Company’s share of

232
Subsidiaries Accounts 2009-2010

Notes to the Financial Statements for the year ended 31 March, 2010
losses of the associate equals or exceeds the carrying amount of its interest in the associate, as the Company has
no obligation in respect of the associate.
Financial instruments
Financial assets and financial liabilities are recognised when the Company becomes a party to the contractual
provisions of the instruments and on a trade date basis.
A financial asset is derecognised when the Company’s contractual rights to future cash flows from the financial
asset expire or when the Company transfers the financial asset and the Company has transferred all the risks
and rewards of ownership of the financial asset. A financial liability is derecognised only when the liability is
extinguished, that is, when the obligation specified in the relevant contract is discharged, cancelled or expires.
Loans and receivables
Loans and receivables including trade and other receivables are non-derivative financial assets with fixed or
determinable payments that are not quoted in an active market and are not held for trading. They are measured at
amortised cost using the effective interest method, except where receivables are interest-free loans and without
any fixed repayment term or the effect of discounting would be insignificant. In such case, the receivables are
stated at cost less impairment loss. Amortised cost is calculated by taking into account any discount or premium
on acquisition, over the period to maturity. Gains and losses arising from derecognition, impairment or through
the amortisation process are recognised in profit or loss.
Available-for-sale financial assets
Available-for-sale financial assets are non-derivatives that are either designated at this category or not classified
in any of the other categories of financial assets. Available-for-sale financial assets that do not have a quoted
market price in an active market and whose fair value cannot be reliably measured are stated at cost less any
impairment losses.
Financial liabilities
The Company’s financial liabilities include trade and other payables, bank loan and other borrowings. All
financial liabilities except for derivatives are recognised initially at their fair value and subsequently measured at
amortised cost, using effective interest method, unless the effect of discounting would be insignificant, in which
case they are stated at cost.
Impairment of financial assets
At the end of each reporting period, the Company assesses whether there is objective evidence that financial
assets are impaired. The impairment loss of financial assets carried at amortised cost is measured as the difference
between the assets’ carrying amount and the present value of estimated future cash flow discounted at the financial
asset’s original effective interest rate.
For an available-for-sale financial asset that is carried at cost, the amount of impairment loss is measured as the
difference between the carrying amount of the financial asset and the present value of estimated future cash flows
discounted at the current market rate of return for a similar financial asset. Such impairment loss shall not be
reversed.
Impairment of non-financial assets
At the end of each reporting period, the Company reviews internal and external sources of information to
determine whether its intangible assets, investment in subsidiaries and associates have suffered an impairment
loss or impairment loss previously recognised no longer exists or may be reduced. If any such indication exists,
the recoverable amount of the asset is estimated, based on the higher of its fair value less costs to sell and value in
use. Where it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the
recoverable amount of the smallest group of assets that generates cash flows independently (i.e. cash-generating unit).

233
Taj International Hotel (H.K.) Limited

Notes to the Financial Statements for the year ended 31 March, 2010
If the recoverable amount of an asset or a cash-generating unit is estimated to be less than its carrying amount,
the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount. Impairment losses
are recognised as an expense immediately.
A reversal of impairment loss is limited to the carrying amount of the asset or cash-generating unit that would
have been determined had no impairment loss been recognised in prior years. Reversal of impairment loss is
recognised as income immediately.
Cash equivalents
For the purpose of the statement of cash flows, cash equivalents represent short-term highly liquid investments
which are readily convertible into known amounts of cash and which are subject to an insignificant risk of
changes in value, net of bank overdrafts.
Foreign currency translation
Items included in the Company’s financial statements are measured using the currency of the primary economic
environment in which the Company operates (“functional currency”).
Foreign currency transactions are translated into the functional currency using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and losses resulting from the settlement of such transactions
and from the translation at period-end exchange rates of monetary assets and liabilities denominated in foreign
currencies are recognised in profit or loss.
Related parties
A party is related to the Company if:
(a) directly, or indirectly through one or more intermediaries, the party controls, is controlled by, or is under
common control with, the Company; or has an interest in the Company that gives it significant influence
over the Company; or has joint control over the Company;
(b) the party is an associate of the Company;
(c) the party is a joint venture in which the Company is a venturer;
(d) the party is a member of the key management personnel of the Company or its parent;
(e) the party is a close member of the family of any individual referred to in (a) or (d);
(f) the party is an entity that is controlled, jointly controlled or significantly influenced by or for which
significant voting power in such entity resides with, directly or indirectly, any individual referred to in (d)
or (e); or
(g) the party is a post-employment benefit plan for the benefit of employees of the Company, or of any entity
that is a related party of the Company.
Critical accounting estimates and judgements
Estimates and judgements are continually evaluated and are based on historical experience and other factors
including expectations of future events that are believed to be reasonable under the circumstances. Apart from
information disclosed elsewhere in these financial statements, the following summarise estimates and assumptions
that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within next financial year.
Impairment of investments and receivables
The Company assesses annually if investment in subsidiaries / associates has suffered any impairment in
accordance with HKAS 36 and follows the guidance of HKAS 39 in determining whether amounts due from those
entities are impaired. Details of the approach are stated in the respective accounting policies. The assessment
requires an estimation of future cash flows, including expected dividends, from the assets and the selection of
appropriate discount rates. Future changes in financial performance and position of these entities would affect
the estimation of impairment loss and cause the adjustments of their carrying amounts.

234
Subsidiaries Accounts 2009-2010

Notes to the Financial Statements for the year ended 31 March, 2010
Impairment of available-for-sale financial assets
The directors assess at the end of each reporting period whether there is any objective evidence that available-for-
sale financial assets is impaired. In determining whether an investment in an equity instrument is impaired, the
directors uses their experienced judgement to assess information about significant changes with an adverse effect
that have taken place in the economic environment in which the invested Company operates which indicates that
the cost of equity investment may not be recovered.
Impairment of intangible assets
The Company determines whether intangible assets are impaired at least on an annual basis. This requires an
estimation of the value in use of the cash-generating units to which the intangible assets are allocated. Estimating
the value in use requires the Company to make an estimate of the expected cash flows from the cash-generating
unit and also to choose a suitable discount rate in order to calculate the present value of those cash flows.
Future changes in HKFRS
At the date of authorisation of these financial statements, the HKICPA has issued a number of new / revised
HKFRS that are not yet effective for the current year, which the Company has not early adopted. The directors
anticipate that the adoption of these new / revised HFKRS in the future periods will have no material impact on
the result of the Company.
2. TURNOVER AND REVENUE
Turnover and revenue recognised by category are as follows:
2010 2009
US$ US$
Operating fees 1,486,326 1,684,928
Incentive fees 1,108,558 1,547,629
Technical fees 527,759 616,364
Interest income 351,383 547,672
Dividend income 175,403 224,767
3,649,429 4,621,360
3. OTHER INCOME
2010 2009
US$ US$
Recruitment and reservation fees 3,898 2,073
Exchange gain 460,160 -
464,058 2,073
4. OTHER OPERATING EXPENSES
2010 2009
US$ US$
Technical fees expenses 420,898 517,875
Other expenses 262,929 544,709
Exchange loss - 3,602,252
683,827 4,664,836

235
Taj International Hotel (H.K.) Limited

Notes to the Financial Statements for the year ended 31 March, 2010
5. PROFIT (LOSS) BEFORE TAXATION
2010 2009
This is stated after charging: US$ US$
Finance costs
Interest on bank and other loans wholly repayable within 5 years 352,099 1,032,374
Other items
Auditor’s remuneration 20,982 20,313

6. DIRECTORS’ EMOLUMENTS
Directors’ emoluments disclosed pursuant to Section 161 of the Companies Ordinance are as follows:
2010 2009
US$ US$
Directors’ emoluments
Fees - -
Other emoluments - -
7. TAXATION
Hong Kong Profits Tax has not been provided as the Company’s profits neither arose in nor derived from Hong
Kong and therefore was not subject to Hong Kong Profits Tax. In the opinion of the directors, the Company is
not subject to taxation in any other jurisdictions in which the Company operates.
8. INTANGIBLE ASSETS
Management Contract
contracts rights Total
US$ US$ US$
Reconciliation of carrying amount – year ended 31 March 2009
At beginning of year 4,289,551 - 4,289,551
Addition - 3,193,920 3,193,920
Amortisation (536,209) - (536,209)
At the end of the reporting period 3,753,342 3,193,920 6,947,262
Reconciliation of carrying amount– year ended 31 March 2010
At beginning of year 3,753,342 3,193,920 6,947,262
Amortisation (536,209) - (536,209)
At the end of the reporting period 3,217,133 3,193,920 6,411,053
At 31 March 2009
Costs 10,724,184 3,193,920 13,918,104
Accumulated amortisation (6,970,842) - (6,970,842)
3,753,342 3,193,920 6,947,262
At 31 March 2010
Costs 10,724,184 3,193,920 13,918,104
Accumulated amortisation (7,507,051) - (7,507,051)
3,217,133 3,193,920 6,411,053

236
Subsidiaries Accounts 2009-2010

Notes to the Financial Statements for the year ended 31 March, 2010
9. INTEREST IN SUBSIDIARIES
2010 2009
US$ US$
Unlisted shares, at cost 107,036,074 107,037,074
Impairment loss (25,000,000) (25,000,000)
Accumulated amortisation on lease (854,400) (854,400)
81,181,674 81,182,674
Add: Loans to subsidiary 141,334,623 23,698,405
Add: Due from subsidiaries 5,012,746 5,858,871
227,529,043 110,739,950
Less: Due to subsidiaries - (137,533)
227,529,043 110,602,417
Less: Receivable within one year (5,012,746) (5,858,871)
222,516,297 104,743,546

Particulars of the major subsidiaries as at end of the reporting period are as follows:

Percentage of ordinary
Country of shares held Principal
Name of subsidiaries
incorporation Direct Indirect activities
% %
Apex Hotel Management Hotel sales and
Services Pte Limited Singapore 100.00 - marketing services
Chieftain Corporation N.V. Netherlands Antilles 100.00 - Investment holding
IHMS (Australia) Pty Limited Australia - 100.00 Hotel operation
Ihoco B.V. Netherlands - 100.00 Investment holding
Samsara Properties Limited British Virgin Islands 100.00 - Investment holding
St. James Court Hotel Limited United Kingdom 32.78 21.23 Hotel operation
Taj International Hotels Limited United Kingdom 100.00 - Restaurant operation

The net profits/(losses) of the subsidiaries since acquisition not consolidated attributable to the Company based
on the audited financial statements for the year ended 31 March 2010, which are prepared under the accounting
principles generally accepted in the respective country / territory where the subsidiary is incorporated, are as follows:

Previous years since


2010 acquisition
US$ US$
Dealt with in the Company’s financial statements - (25,000,000)

Not dealt with in the Company’s financial statements (22,964,741) (14,360,009)

237
Taj International Hotel (H.K.) Limited

Notes to the Financial Statements for the year ended 31 March, 2010
Provision has been made in the Company’s financial statements for lease amortisation in a subsidiary to reflect
the corresponding decrease in the value of the subsidiary’s interest in a short-term lease.
Loans to subsidiary are unsecured, interest-free and have no fixed repayment term. The Company has an option
to convert its loans up to its carrying amount as at the end of the reporting period not exceeding US$274 million
into equity at a rate to be determined between these parties. The directors consider that the fair value of this option
cannot be reliably measured and therefore the option is stated at cost of US$nil in the financial statements.
Due from subsidiaries are unsecured, interest-free and have no fixed repayment term. The amounts represent fees
and other charges due from St. James Court Hotel Limited which are subordinated to a term loan facility granted
by a bank to the subsidiary, to the extent of £50 million (equivalent to US$70 million).
The carrying amount of the amounts due approximates their fair values at the end of the reporting period.

10. INTEREST IN AN ASSOCIATE


2010 2009
US$ US$
Share of net assets 2,649,216 2,512,649
Fair value adjustments 5,213,985 5,361,284
7,863,201 7,873,933
Due from an associate 165,660 139,556
8,028,861 8,013,489

Interest in an associate represents 24.16% (2009: 24.16%) of the issued ordinary share capital of Lanka Island
Resorts Ltd. (formerly Taj Lanka Resorts Limited) (“TLRL”), a Company engaged in hotel ownership and
incorporated in Sri Lanka.
The amount due from associate is unsecured, interest-free and has no fixed repayment term.
Fair value adjustments represent the Company’s share of revaluation surplus at the date of acquisition which is
amortised over the estimated useful lives of 40 years. The annual amortised amount is shown net of the share of
results of an associate in the income statement.
Summary of financial information of associates are as follows:

2010 2009
US$ US$
Share of associates’ assets and liabilities
Non-current assets 1,322,580 1,285,692
Current assets 1,163,687 1,064,425
Non-current liabilities (22,982) (22,721)
Current liabilities (195,934) (227,536)
Share of associates’ revenue and profit
Revenue 1,451,176 1,250,790
Profit 260,656 239,821

238
Subsidiaries Accounts 2009-2010

Notes to the Financial Statements for the year ended 31 March, 2010
11. AVAILABLE-FOR-SALE FINANCIAL ASSETS
2010 2009
Note US$ US$
Unlisted shares, at cost 4,426,299 4,426,299
Equity investment listed outside Hong Kong, at cost 11(a) 8,202,571 8,202,571
At end of the reporting period 12,628,870 12,628,870
11(a) EQUITY INVESTMENT
The amount represents 938,486 units (2009: 938,486 units) of Oriental Hotels Limited (“OHL”), which is a
related Company. The market value of the units held at year end date was US$6,171,953 (2009: US$2,805,792).
In the opinion of directors, although OHL is listed in Luxemburg Stock Exchange, the shares of which are not
considered to be actively traded. Investment in OHL is stated at cost less any impairment loss. No impairment loss
has been made as the directors consider, based on a review of the future prospects of OHL, that the underlying
value of the investment at least equals its carrying value.
12. LOAN RECEIVABLE
The loan receivable is unsecured, bears interest at LIBOR + 5% per annum and repayable on 31 August 2010.
The maximum amount outstanding during the year was US$2,380,423. The carrying amount approximates its
fair value at the end of the reporting period.
13. DUE TO A SUBSIDIARY AND RELATED COMPANIES
The amounts due to a subsidiary and related companies are unsecured, interest-free and have no fixed repayment
term. The carrying amounts approximate their fair value at the end of the reporting period.
14. DUE TO ULTIMATE HOLDING COMPANY
2010 2009
US$ US$
Accounts receivable, loans and advance payable (620,000) (620,000)
Professional fees and charges payables 31,335 1,599,549
Shareholders’ deposits 150,260,380 33,110,380
Other deposits 28,253,500 28,253,500
177,925,215 62,343,429
Less: Repayable within one year 31,335 1,599,549
177,893,880 60,743,880

The amounts due are unsecured, interest-free and have no fixed repayment term. The ultimate holding Company
has the right to convert its shareholders’ deposits up to US$70 million and US$274 million into equity until 31
December 2012 and 1 April 2015 respectively and other deposits up to its carrying amount as at the end of the
reporting period not exceeding US$30 million into equity at any time. The shareholders’ and other deposits
are in the nature of quasi-equity loans to the Company and is neither required nor expected to be settled until
the Company has sufficient cash flows to meet all its current and non-current obligations. In the opinion of the
directors, except for the amount repayable within one year, no part of the amounts will be repayable within
twelve months from the end of the reporting period.

239
Taj International Hotel (H.K.) Limited

Notes to the Financial Statements for the year ended 31 March, 2010
15. BANK LOAN
The syndicated bank loan is unsecured, bears interest at LIBOR + 0.5% per annum and repayable in 2011.
16. SHARE CAPITAL
2010 2009
US$ US$
Authorised:
100,000,000 ordinary shares of US$1 each 100,000,000 100,000,000
Issued and fully paid:
At the beginning of the year 50,000,000 26,755,000
New shares issued - 23,245,000
At end of the reporting period 50,000,000 50,000,000
17. CASH (USED IN) GENERATED FROM OPERATIONS
2010 2009
US$ US$
Profit (Loss) before taxation 2,654,709 (1,517,464)
Amortisation of intangible assets 536,209 536,209
Provision for lease amortisation in a subsidiary - 32,919
Interest income (351,383) (547,672)
Interest expenses 352,099 1,032,374
Dividend income (175,403) (224,767)
Share of results of an associate (113,357) (92,522)
Changes in working capital:
Accounts receivable and advances 288,707 867,453
Due from subsidiaries 846,125 5,375,842
Due from an associate (26,104) (16,520)
Due from a related Company (2,380,423) -
Accounts payable and accrued charges (1,653,699) 1,649,925
Due to subsidiaries (34,558) 39,430
Due to related companies (451,345) (3,809,385)
Due to ultimate holding Company (1,568,214) 1,039,054
Cash (used in) generated from operations (2,076,637) 4,364,876
18. CONTINGENT LIABILITIES
St. James Court Hotel Limited owns the leasehold interest in a property in London, such interest having been
assigned to it in an earlier period by an erstwhile subsidiary Company on the basis of a licence granted by the
landlord of the property, Scottish Widows’ Fund and Life Assurance Society. The licence was granted for such
assignment upon the guarantee from the Company for the due performance and observance by St. James Court
Hotel Limited of the covenants and conditions contained in the licence. The obligations of the Company in
favour of the landlord shall remain in force throughout the full term of the lease, including any renewals.

240
Subsidiaries Accounts 2009-2010

Notes to the Financial Statements for the year ended 31 March, 2010
19. UNDERTAKINGS
In addition to the information disclosed elsewhere in these financial statements, the Company had the following
undertakings as at the end of the reporting period:
(a) The Company has confirmed its intention to make financial support to a subsidiary, St James Court Hotel
Limited (“SJCHL”) to meet its liabilities as they fall due for a period of at least one year from the date of
approval of SJCHL’s financial statements for the year ended 31 March 2010.
(b) The Company entered into a Share Retention Agreement with International Finance Corporation,
Washington, USA (“IFC”) in November 2003 in consideration for IFC providing loan facilities to a related
Company, TAL Maldives Resorts Private Limited (formerly Taj Maldives Private Limited) (“TMPL”),
through its 19.07% (2009: 19.07%) interest in TAL Hotels & Resorts Limited (formerly Taj Asia Limited).
The Taj Group, of which the Company is a member, agrees to maintain at least a 26% (2009: 26%) aggregate
effective shareholding in TMPL and to retain effective control of TMPL so long as any amount remains
outstanding under the loan agreement between TMPL and IFC.
20. RELATED PARTY TRANSACTIONS
In addition to the transactions / information disclosed elsewhere in these financial statements, during the year the
Company had the following transactions with related parties:
2010 2009
Related party relationship Nature of transaction US$ US$
Subsidiaries Operating fee income 678,087 722,388
Incentive fee income 556,216 687,791
Technical fee expenses (361,157) (446,589)
Company subject to significant Operating fee income 180,927 156,109
influence of common directors Incentive fee income 168,650 155,055
Technical fee income 527,759 481,364
The ultimate holding company has indemnified the Company against any possible losses arising from its
investment in a subsidiary, Samsara Properties Limited (“SPL”), totalling to US$168,470,999 in the form of
share capital of SPL and shareholders’ advances at the end of the reporting period.
21. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Company’s principal financial instruments comprise mainly short-term deposits and bank loan. The main
purpose of these financial instruments is to raise and maintain finance for the Company’s operations. The
Company has various other financial instruments such as inter-company balances, which arise directly from its
business activities.
The main risks arising from the Company’s financial instruments are interest rate risk, foreign currency risk,
credit risk and liquidity risk. The Company does not have any written risk management policies and guidelines.
However, the board of directors generally adopts conservative strategies on its risk management and limit the
Company’s exposure to these risks to a minimum. The board of directors reviews and agrees policies for managing
each of these risks and they are summarised below.
Interest rate risk
The Company’s exposure to market risk for changes in interest rates relates primarily to the Company’s short-
term deposits and bank loan. At reporting date, if interest rates for short-term deposits and bank loan had been
25 and 50 basis points higher/lower respectively and all other variables were held constant, the Company’s net
income would decrease/increase by US$61,694 (2009: US$118,612).

241
Taj International Hotel (H.K.) Limited

Notes to the Financial Statements for the year ended 31 March, 2010
The sensitivity analysis above has been determined assuming that the change in interest rates had occurred at the
end of the reporting period and had been applied to the exposure to interest rate risk for all financial instruments
in existence at that date. The 25 and 50 basis points increase or decrease represents management’s assessment of
a reasonably possible change in interest rates over the period until the next annual end of the reporting period.
The analysis is performed on the same basis for 2009.
Foreign currency risk
The Company is exposed to foreign currency risk on transactions that are denominated in a currency other than
US Dollars. Inter-company balances are mainly denominated in Great British Pound (“GBP”). The management
considers the risk relating to foreign currency other than GBP to be insignificant in view of the outstanding
balances and current market condition.
At 31 March 2010, if the USD had weakened/strengthened by 5% against GBP with all other variables held
constant, the Company’s net profit for the year would have been US$152,610 (2009: US$170,617) higher/lower.
The sensitivity analysis has been determined assuming that the change in foreign exchange rates had occurred
at the end of the reporting period and had been applied to Company’s exposure to currency risk for all financial
instruments in existence at that date, and that all other variables, in particular interest rates, remain constant. The
stated changes in foreign currency represent management’s assessment of reasonably possible changes in foreign
exchange rates over the period until the next annual end of the reporting period.
Credit risk
The Company provides services only to related companies and recognised, creditworthy third parties. The
objective of the Company to manage credit risk is to control potential exposure to recoverability problem.
The maximum exposure to credit risk without taking account of any collateral held is represented by the carrying
amount of each financial asset in the balance sheet after deducting any impairment allowance.
Liquidity risk
The Company’s objective is to maintain a balance between continuity of funding and flexibility through the use
of loans from bank and shareholders. The maturity profile of the Company’s financial liabilities at the end of the
reporting period based on contractual undiscounted payments is summarised below:
Less than 1 year Over 1 year Total
US$ US$ US$
As at 31 March 2010
Bank loan, unsecured - 32,420,946 32,420,946
Accounts payable and accrued charges 352,001 - 352,001
Due to related companies 1,857,568 - 1,857,568
Due to ultimate holding company 31,335 177,893,880 177,925,214
2,240,903 210,314,826 212,555,729
As at 31 March 2009
Bank loan, unsecured - 34,651,704 34,651,704
Accounts payable and accrued charges 2,005,827 - 2,005,827
Due to related companies 2,308,913 - 2,308,913
Due to ultimate holding company 1,599,549 60,743,880 62,343,429
5,914,289 95,395,584 101,309,873

242
Subsidiaries Accounts 2009-2010

Notes to the Financial Statements for the year ended 31 March, 2010
The financial support of US$8,205,181 as mentioned in note 19 to the financial statements are the maximum
amounts of financial support which could be called. Based on the expectations at the end of the reporting period,
the directors do not consider it probable that a claim will be made against the Company under these financial
support.
22. CAPITAL MANAGEMENT
The objectives of the Company’s capital management are to safeguard the entity’s ability to continue as a
going concern and to provide returns for shareholders. The capital structure of the Company consists of equity
attributable to equity holders of the Company, comprising share capital and reserves. The Company manages
its capital structure and makes adjustments, including payment of dividend to shareholders, return capital to
shareholders or issue new shares or sell assets to reduce debts. No changes were made in the objectives, policies
or processes during the years ended 31 March 2010 and 2009.

2010 2009
Schedule US$ US$
Turnover A 3,649,429 4,621,360
Other income B 464,058 2,073
Amortisation of intangible assets (536,209) (536,209)
Other operating expenses C (683,827) (4,664,836)
Finance costs D (352,099) (1,032,374)
Share of results of an associate 113,357 92,522
Profit (Loss) before taxation 2,654,709 (1,517,464)

243
Taj International Hotel (H.K.) Limited

Schedules to Detailed Income Statement for the year ended 31 March, 2010
2010 2009
A. TURNOVER US$ US$
Dividend income 175,403 224,767
Incentive fees 1,108,558 1,547,629
Interest income 351,383 547,672
Operating fees 1,486,326 1,684,928
Technical fees 527,759 616,364
3,649,429 4,621,360
B. OTHER INCOME
Exchange gain 460,160 -
Recruitment and reservation fees 3,898 2,703
464,058 2,703
C. OTHER OPERATING EXPENSES
Agency and arrangement fee 12,000 12,000
Auditor’s remuneration 20,982 20,313
Exchange loss - 3,602,252
General administrative expenses 50,405 147,768
Legal and professional fees 12,003 266,500
Provision for lease amortisation in a subsidiary - 32,919
Technical fees 420,898 517,875
Withholding taxes 167,539 65,209
683,827 4,664,836
D. FINANCE COSTS
Interest expenses on bank and other loans 352,099 1,032,374

244
Subsidiaries Accounts 2009-2010

Directors and Corporate Information

St. James Court Hotel Limited

Directors
Mr. F. K. Kavarana
Mr. R. N. Bickson
Mr. A. P. Goel
Mr. S. Nagpal
Mr. L. M. Nagpal (Alternate director to Mr S Nagpal)
Mr. R. Nagpal
Mr. R. M. Nagpal (Alternate director to Mr R Nagpal)
Mr. N. Chandrasekhar
Company Secretary
Mr. N. Chandrasekhar
Company Number
3888595
Registered Office
Buckingham Gate
London
SW1E 6AF
Auditors
PKF (UK) LLP
Farringdon Place
20 Farringdon Road
London
EC1M 3 AP
Bankers
Barclays Bank plc
Solicitors
Slaughter and May
1 Bunhill Row
London
EC1Y 8YY

245
ST. JAMES COURT HOTEL LIMITED

Directors' Report for the year ended 31 March, 2010


The directors present their report and the financial statements for the year ended 31 March 2010.

Principal activities
The Company operates a hotel and apartments at Buckingham Gate, London, SW1.

Business review and future developments


Despite the global economic slowdown caused by the financial sector turmoil, the London hotel market remained
remarkably resilient relative to its counterparts in both the developed and emerging economies. The geographic mix
of its vast customer base and the weakening of the Sterling against other major world currencies contributed in part to
the resilience of the Industry in London.
During the year under review, the Company sustained its operating performance with only a marginal decline in
revenues and Key Operating indicators. The Company increased its occupancy levels, albeit at a marginally lower
average rate realization. Consequently, revenue per available room was only marginally lower than the previous fiscal
and in line with the internal targets for performance in a difficult year. Increases in certain operating costs were in
accordance with standards that the Management believes is necessary to sustain improved revenue performance in an
intensely competitive environment.
Despite lower operating margins, the Company was able to report better net margins for the year under review. Financing
costs were significantly lower than the previous year reflecting the reduction in key lending rates as authorities across
the world resorted to unprecedented measures to combat the worst economic slowdown since the Great Depression.
The Company partly modified the interest rate collar derivative product that it had executed at the time of availing the
loan, thereby allowing it to benefit from the low interest rates prevailing in the economy for most of the fiscal year.
On the customer front, the Company’s hotels achieved improved satisfaction levels amongst its guests, as evidenced
through the guest satisfaction surveys that its hotels conduct internally. In addition, the Company carefully monitors
its customers’ perceptions of its hotels voiced through influential travel sites and responds with the requisite alacrity.
The speed and the sincerity of its response enable the hotels to recover potentially lost customers when service delivery
does not meet with exacting customer expectations on some infrequent but inevitable occasions.
The year ahead is likely to be turbulent as well, although optimism is generally on the up following the emergence of
most developed economies from deep recessions in the calendar year 2009. Moderate recovery in the United States
of America, the United Kingdom and the European Union, which constitute the key source markets coupled with
increasingly robust growth expectations in major emerging markets is likely to favorably impact performance of the
Hotel Sector in the year ahead. The economic woes of the United Kingdom are quite obvious and regardless of the
political party that constitutes the Government in the United Kingdom after the scheduled general elections in May
2010, the need to strike a delicate balance between containing its spiraling debt and nurturing the nascent growth in
the economy would be the primary focus for the new Government in office.
The Company’s plan for the redevelopment of its hotel and apartments have been deferred pending a distinct and clear
improvement in the economic environment and is unlikely to happen before the London Olympic Games scheduled
for 2012.

Result for the period


The profit for the year, after taxation, amounted to £1,531,198 (2009 - £1,352,780).

246
Subsidiaries Accounts 2009-2010

Directors' Report for the year ended 31 March, 2010 (Contd.)


Directors
The directors who served during the year were:
Mr F K Kavarana
Mr R N Bickson
Mr A P Goel
Mr S Nagpal
Mr L M Nagpal (Alternate director to Mr S Nagpal)
Mr R Nagpal
Mr R M Nagpal (Alternate director to Mr R Nagpal)
Mr N Chandrasekhar

Financial instruments
The Company is exposed to the usual credit risk and cash flow risk associated with selling on credit and mangages
this through credit control procedures. The Company’s financial risk mangagement objective is to hedge its exposure
to currency and interest rate risks. As part of this interest risk management, in November 2008 the Company entered
into a 10 year interest rate derivative proprietary product based on a non-LIBOR index capped at 6.75%. Its policy is
to finance working capital through retained earnings and through borrowings at prevailing market interest rates.
Provision of information to auditors
Each of the persons who are directors at the time when this Directors’ report is approved has confirmed that:
• so far as that director is aware, there is no relevant audit information of which the Company’s auditors are
unaware; and
• that director has taken all the steps that ought to have been taken as a director in order to be aware of any
information needed by the Company’s auditors in connection with preparing their report and to establish that the
Company’s auditors are aware of that information.

Employees
It is the Company’s stated policy to ensure that ongoing communication and consultation takes place with regard to the
performance and future prospects of all its employees in all parts of the Company’s operations.
Disabled persons are employed and trained where aptitudes and abilities allow and suitable vacancies are available.
Where an employee becomes disabled, every attempt is made to continue his or her employment and to arrange
appropriate re-training or transfer.

Business risks
The Company’s business is affected by business risks associated with hoteliers operating in London. Economic growth
in general and tourism sector growth in particular will impact business volumes besides competition from other hotels.
The Company’s profitability can also be affected by increase in energy prices and unstable interest rates.
This report was approved by the board on 28 April 2010 and signed on its behalf.

Mr N Chandrasekhar
Director

247
ST. JAMES COURT HOTEL LIMITED

Statement of Directors’ Responsibilities for the year ended 31 March, 2010


The directors are responsible for preparing the directors’ report and the financial statements in accordance with applicable
law and regulations. Company law requires the directors to prepare financial statements for each financial year. Under
that law the directors have elected to prepare the financial statements in accordance with United Kingdom Generally
Accepted Accounting Practice (United Kingdom Accounting Standards and applicable law). Under Company law the
directors must not approve the financial statements unless they are satisfied that they give a true and fair view of the
state of affairs of the Company and of the profit or loss of the Company for that period. In preparing these financial
statements the directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state whether applicable accounting standards have been followed, subject to any material departures disclosed
and explained in the financial statements;
• prepare the financial statements on the going concern basis unless it is inappropriate to presume that the Company
will continue in business.
The directors are responsible for keeping adequate accounting records that are sufficient to show and explain the
Company’s transactions and discl