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ANNEXURES TO THE REPORT OF THE DIRECTORS (Contd.) AUDITORS CERTIFICATE ON COMPLIANCE WITH THE CONDITIONS OF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING AGREEMENT To the Members of ITC Hotels Limited 1. We have reviewed the implementation of Corporate Governance procedures by ITC Hotels Limited (the Company) during the year ended March 31, 2004, with the relevant records and documents maintained by the Company, furnished to us for our review and the report on Corporate Governance as approved by the Board of Directors. 2. 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 Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company. 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. 3. On the basis of our review and according to the information and explanations given to us, the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement with the Stock Exchanges have been complied with in all material respect by the Company. 4. As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we state that no investor grievances were pending exceeding a period of one month as at March 31, 2004, as per the records maintained by the Shareholders / Investor Grievance Committee. Kaushik Dutta Partner Membership No. F88540 For and on behalf of LOVELOCK & LEWES Chartered Accountants
Kolkata, 14th May, 2004 REPORT OF THE AUDITORS TO THE MEMBERS 1. We have audited the attached Balance Sheet of ITC Hotels Limited, as at March 31, 2004, 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 companys management. Our responsibility is to express an opinion on these financial statements based on our audit. We have 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. As required by the Companies (Auditors Report) Order, 2003 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 further report that : (i) (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 and according to the information and explanations given to us, a substantial part of fixed assets has not been disposed of by the company during the year. (ii) (a) The inventory has been physically verified by the management during the year. In our opinion, the frequency of verification is reasonable. (b) In our opinion, the procedures of physical verification of inventory followed by the management are reasonable and adequate in relation to the size of the company and the nature of its business. (c) On the basis of our examination of the inventory records, in our opinion, the company is maintaining proper records of inventory. The discrepancies noticed on physical verification of inventory as compared to book records were not material. (iii) The Company has neither granted nor taken any loans, secured or unsecured, to/from companies, firms or other parties covered in the register maintained under Section 301 of the Act. (iv) In our opinion, there are adequate internal control procedures 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. 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 major weaknesses in the aforesaid internal control procedures. (v) (a) In our opinion and according to the information and explanations given to us, the transactions that need to be entered into the register in pursuance to Section 301 of the Act, have been so entered. (b) In our opinion and according to the information and explanations given to us, there are no transactions made in pursuance of contracts or arrangements entered into the register in pursuance of Section 301 of the Act exceeding the value of Rupees Five Lakhs in respect of any party during the year. (vi) 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 thereunder. (vii) In our opinion, the company has an internal audit system commensurate
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with its size and nature of its business. (viii)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. (ix) (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, investor education and protection fund, employees state insurance, income-tax, sales-tax, wealth tax, customs duty, excise duty, cess and other material statutory dues, as applicable, with the appropriate authorities. (b) According to the information and explanations given to us and the records of the company examined by us, the particulars of dues of income-tax which have not been deposited on account of a dispute [without considering cases wherein the disputed dues have been paid under protest and net of demands raised which have been adjusted by the appropriate authorities against the refund of some other year(s) due to the Company], are as follows :Name of the statute Income Tax Act, 1961 Income Tax Act, 1961 Nature of dues Amount (Rs.) Period to which the amount relates Assessment Year 1991-92 Assessment Year 1995-96 Forum where the dispute is pending Joint Commissioner of Income Tax Commissioner of Income-Tax (Appeals). Also refer Note (ii) (a) of Schedule 21Notes to the Accounts.
Income tax 24,78,369 and interest thereon Income tax 17,63,57,783 and interest thereon
The company has no accumulated losses as at March 31, 2004 and it has not incurred any cash losses in the financial year ended on that date or in the immediately preceding financial year. (xi) According to the records of the company examined by us and the information and explanations given to us, the company has not defaulted in repayment of dues to any financial institution or bank or debenture holders as at the balance sheet date. (xii) The Company is in the process of obtaining a pledge in their favour in respect of a loan granted on the basis of security by way of pledge of shares. (xiii) The provisions of any special statute applicable to chit fund / nidhi / mutual benefit fund / societies are not applicable to the company. (xiv) In our opinion, the company is not a dealer or trader in shares, securities, debentures and other investments. (xv) 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. (xvi) In our opinion, and according to the information and explanations given to us, in our opinion on an overall basis, the term loans have been applied for the purposes for which they were obtained. (xvii) On the basis of an overall examination of the balance sheet of the company, in our opinion and according to the information and explanations given to us, there are no funds raised on a short-term basis which have been used for long-term investment, and vice versa. (xviii)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.
(x)
4.
BALANCE SHEET AS AT 31ST MARCH, 2004 Schedule (Rs.) I. SOURCES OF FUNDS 1. Shareholders Funds a) Capital b) Reserves and Surplus 2. Loan Funds a) Secured Loans b) Unsecured Loans 3. Deferred Tax Liability - Net Total II. APPLICATION OF FUNDS 1. Fixed Assets a) c) Gross Block Net Block b) Less : Depreciation d) Capital Work-in-Progress 2. Investments 3. Current Assets, Loans and Advances a) c) e) Inventories Cash and Bank Balances Loans and Advances 8 9 10 11 12 1,86,72,510 12,05,19,581 16,96,31,643 25,48,41,057 30,22,32,104 86,58,96,895 Less : 4. Current Liabilities and Provisions a) Liabilities 13 14 34,59,16,038 11,44,52,230 46,03,68,268 Net Current Assets Total Notes to the Accounts Significant Accounting Policies 21 22 40,55,28,627 2,48,12,05,024 26,98,38,820 3,03,24,953 30,01,63,773 47,34,48,868 2,53,59,70,989 b) Provisions 2,44,13,763 10,05,71,944 4,99,47,417 25,97,97,158 33,88,82,359 77,36,12,641 b) Sundry Debtors d) Other Current Assets 7 6 2,06,40,39,134 71,17,41,343 1,35,22,97,791 4,13,65,196 1,39,36,62,987 68,20,13,410 2,02,71,66,058 65,56,84,512 1,37,14,81,546 1,75,19,165 1,38,90,00,711 67,35,21,410 3 4 5 7,54,370 7,54,370 23,61,85,530 2,48,12,05,024 13,15,518 22,50,00,000 22,63,15,518 19,87,74,930 2,53,59,70,989 1 2 30,21,00,420 1,94,21,64,704 2,24,42,65,124 30,21,00,420 1,80,87,80,121 2,11,08,80,541 31st March, 2004 (Rs.) (Rs.) 31st March, 2003 (Rs.)
The Schedules referred to above form an integral part of the Balance Sheet. This is the Balance Sheet referred to in our Report of even date. Kaushik Dutta Partner Membership No. F-88540 For and on behalf of LOVELOCK & LEWES Chartered Accountants Kolkata,14th May, 2004
On behalf of the Board Nakul Anand K. Vaidyanath M. Riaz Ahmed Managing Director Director Company Secretary & Corporate Financial Controller
I.
INCOME Gross Income from Operations Less : Taxes Net Income from Operations Other Income
The Schedules referred to above form an integral part of the Profit and Loss Account. This is the Profit and Loss Account referred to in our Report of even date. Kaushik Dutta Partner Membership No. F-88540 For and on behalf of LOVELOCK & LEWES Chartered Accountants Kolkata,14th May, 2004
On behalf of the Board Nakul Anand K. Vaidyanath M. Riaz Ahmed Managing Director Director Company Secretary & Corporate Financial Controller
(Rs.)
11,13,50,337 38,96,90,200
12,32,14,986 13,76,06,119
16,96,31,643
4,99,47,417
On behalf of the Board Nakul Anand K. Vaidyanath M. Riaz Ahmed Managing Director Director Company Secretary & Corporate Financial Controller
SCHEDULES TO THE ACCOUNTS (Figures for the previous year have been rearranged to conform with the revised presentation) As at As at 31st March, 2004 31st March, 2003 (Rs.) 1. CAPITAL Authorised 5,00,00,000 Equity Shares of Rs. 10/- each 50,000 15% Cumulative Redeemable Preference Shares of Rs. 100/- each 50,00,00,000 50,00,00,000 (Rs.) 1. CAPITAL (Contd.) Subscribed and Paid-up * 3,02,16,492 Equity Shares of Rs.10/- each Less : Amount in arrears As at As at 31st March, 2004 31st March, 2003 (Rs.) (Rs.)
50,00,000 50,50,00,000
50,00,000 50,50,00,000
* Includes 2,17,74,362 ( Previous Year- 2,15,24,360) Equity Shares of Rs.10/each fully paid up held by the Holding Company, ITC Limited. Nil (Previous Year- 2,50,002) Equity Shares of Rs. 10/- each fully paid up held by Russell Credit Limited, a wholly owned subsidiary of Holding Company, ITC Limited. 23,94,000 Equity Shares of Rs.10/- each allotted in 1992 /93 as fully paid up Bonus Shares by way of capitalisation of Capital Reserve and General Reserve.
(Rs.) 2. RESERVES AND SURPLUS Capital Redemption Reserve Share Premium At the Commencement of the year Less : Amount in Arrears General Reserve At the Commencement of the year Add : From Profit and Loss Account Capital Reserve Foreign Exchange Earnings Reserve At the Commencement of the year Add : From Profit and Loss Account Balance in Profit and Loss Account
(Rs.)
6.
FIXED ASSETS Original Cost as at 1.4.2003 (Rs.) 11,45,72,464 22,50,462 45,38,87,827 17,64,22,490 78,06,83,481 12,35,24,993 34,59,30,819 2,98,93,522 2,02,71,66,058 1,75,19,165 2,04,46,85,223 2,01,38,84,349 Additions during the year (Rs.) 2,50,45,771 51,92,652 5,65,15,168 1,70,97,918 2,92,96,504 1,73,36,298 15,04,84,311 12,32,98,330 27,37,82,641 8,05,76,123 Withdrawals during the year (Rs.) 2,12,34,344 36,70,612 71,88,084 3,91,66,686 96,23,526 2,35,68,665 91,59,318 11,36,11,235 9,94,52,299 21,30,63,534 4,97,75,249 Original Cost as at 31.3.2004 (Rs.) 9,33,38,120 22,50,462 47,52,62,986 17,44,27,058 79,80,31,963 13,09,99,385 35,16,58,658 3,80,70,502 2,06,40,39,134 4,13,65,196 2,10,54,04,330 2,04,46,85,223 Depreciation for the year (Rs.) 88,718 75,68,568 1,09,43,233 4,40,54,617 1,39,61,147 2,84,69,961 33,25,781 10,84,12,025 10,84,12,025 10,34,42,105 Depreciation on Withdrawals (Rs.) 6,53,372 16,53,405 2,26,88,521 89,91,246 1,35,21,714 48,46,936 5,23,55,194 5,23,55,194 1,71,47,602 Depreciation upto 31.3.2004 (Rs.) 10,43,918 6,54,10,552 5,24,30,536 32,23,74,829 8,77,80,660 17,53,49,624 73,51,224 71,17,41,343 71,17,41,343 65,56,84,512 Net Block as at 31.3.2004 (Rs.) 9,33,38,120 12,06,544 40,98,52,434 12,19,96,522 47,56,57,134 4,32,18,725 17,63,09,034 3,07,19,278 1,35,22,97,791 4,13,65,196 1,39,36,62,987 1,38,90,00,711
Particulars
Freehold Land Leasehold Land Buildings Licenced Properties Building Improvement Plant and Machinery Computers etc. Furniture & Fixtures Motor Vehicles etc. Capital Work-in-Progress Total Previous Year
7,68,83,373
8,98,03,612
4,00,000
4,00,000
18,52,69,839
18,52,69,839
45,00,010
45,00,010
11,93,438
11,93,438
Includes Loans and Advances to Wholetime Directors and to Company Secretary - Rs. 46,48,275/- (Previous Year - Rs. 48,53,915/-). The maximum indebtedness during the year was Rs. 48,53,915/- (Previous Year - Rs. 50,27,569/-). ** Includes Capital Advances of Rs.15,44,064/- (Previous Year Rs. 49,44,985/-). *** Includes an amount of Rs. 8,46,12,223/- (Previous Year - Rs. 4,98,63,046/-) being advance payment of Income Tax less provision for Income Tax of Rs. 3,93,68,721/- (Previous Year - Rs. 11,33,302/-). Also includes capital advances of Nil (Previous Year - Rs. 1,00,000/-). As at As at 31st March, 2004 31st March, 2003 (Rs.) (Rs.) 13. LIABILITIES Sundry Creditors Sundry Deposits Unclaimed Dividend Interest accrued but not due on Loans Less : Deposits from normal Trade Debtors - Contra * There is no outstanding amount to be credited to Investor Education and Protection Fund 14. PROVISIONS Provision for Retirement Benefits Proposed Dividend Income Tax on Proposed Dividend 4,62,76,270 6,04,32,984 77,42,976 11,44,52,230 3,03,24,953 3,03,24,953 32,62,42,728 1,84,68,067 19,49,075 * 34,66,59,870 7,43,832 34,59,16,038 25,53,76,329 1,17,35,598 25,84,427 17,85,218 * 27,14,81,572 16,42,752 26,98,38,820
76,000
84,000
68,20,13,410 8. INVENTORIES Food, Beverage etc. Stores and Spare Parts 74,91,689 1,11,80,821 1,86,72,510 9. SUNDRY DEBTORS Over 6 months old Good and Secured Good and Unsecured Doubtful and Unsecured Other Debts Good and Secured Good and Unsecured From Subsidiaries From Others Less: Provision for Doubtful Debts 4,53,191 2,17,87,443 5,62,330 2,90,641 37,62,555 9,49,69,583 12,18,25,743 5,62,330 12,12,63,413 Less: Deposits from normal Trade Debtors - Contra 7,43,832 12,05,19,581
67,35,21,410
11,64,462 1,70,56,098 12,55,616 4,78,290 30,34,084 8,04,81,762 10,34,70,312 12,55,616 10,22,14,696 16,42,752 10,05,71,944
For the year ended For the year ended 31st March, 2004 31st March, 2003 (Rs.) (Rs.) 15. NET INCOME FROM OPERATIONS Rooms Food and Beverage Recreation and Services Management Consultancy and Other Services
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The Company has been exempted from disclosing the quantitative details per above mentioned Order issued by Ministry of Finance & Company Affairs, (Department of Company Affairs), Government of India for the financial years ending on 31.3.2002, 31.3.2003 and 31.3.2004. Current Year Previous Year (Rs.) (Rs.) vi) (1) CIF Value of Imports : a) Capital Goods 2,00,17,037 97,59,518 b) Other Goods 14,269 15,010 (2) Value of consumption of Raw Materials, Stores and Supplies : Current Year Previous Year (Rs.) % (Rs.) % Raw Materials : 61,17,799 5.00 63,86,570 5.84 Imported Indigenous 11,63,09,013 95.00 10,29,34,814 94.16 12,24,26,812 100.00 10,93,21,384 100.00 Stores and Supplies : Imported 2,48,120 0.30 Indigenous 8,33,48,766 99.70 8,35,96,886 100.00 13,077 0.02 7,63,77,939 99.98 7,63,91,016 100.00
6.67
0.19
vii) Earnings in Foreign Currency - * Rs. 72,17,27,854/- (Previous Year - Rs. 51,05,95,426/-) * As reported by the Company to the Department of Tourism, Government of India and includes Rs.61,00,10,515/- (Previous Year Rs. 42,72,14,459/-) being Indirect Foreign Exchange Earnings during the year through Credit Cards and Travel Agencies, etc., as certified by the Bankers. viii) Expenditure in Foreign Currency : (On payment basis) Current Year (Rs.) Foreign Travel - Promotional Tours 27,59,533 Advertising, Marketing and Publicity 3,34,17,946 Training 9,52,725 Technical and Consultancy 78,85,408 Fees and Others 4,50,15,612 Current Year (Rs.)
Previous Year (Rs.) 18,90,560 3,15,17,160 16,67,361 1,00,86,348 4,51,61,429 Previous Year (Rs.)
ix) Directors Remuneration : (i) Wholetime Directors Remuneration a) Salaries b) Performance Bonus to Wholetime Directors c) Other perquisites d) Contribution to Provident and other Funds 35,01,613 14,50,807 9,79,898 10,15,565 69,47,883 30,75,000 13,12,500 8,65,478 9,18,750 61,71,728
Note : a) The above excludes contribution to the approved group pension and gratuity fund which are actuarially determined on an overall basis at the year end. b) Mr. S.S.H. Rehman, Managing Director (till 30th July, 2003), did not receive any remuneration from the Company in view of his whole time Directorship with the Holding Company, ITC Limited. c) Mr. Nakul Anand has been appointed as Managing Director with effect from 30th July, 2003. His appointment and remuneration (amounting to Rs. 27,78,310/- for the period 30th July, 2003 to 31st March, 2004) is subject to the approval of the members in the Annual General Meeting. d) Mr. S.C. Sekhars appointment and remuneration from 28th March, 2004 is subject to the approval of the members in the Annual General Meeting. (Rs.) (ii) Non-Executive Directors Commission * * 13,50,000 (Rs.) 3,00,000
Includes Rs. 6,00,000/- for the financial year 2002-03 paid during the current year upon receipt of Central Government approval.
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