fort mahodadhinivas palace private...

FORT MAHODADHINIVAS PALACE PRIVATE LIMITED CIN No. U55101MH2010PTC201685

Regd. Off. : 70-C, Nehru Road, Vile Parle (East), Mumbai - 400 099. Tel. No. 022 26164000, Email id:[email protected]

BOARD'S REPORT

To, ". !

The Members,

We have pleasure in presenting the 6th Annual Report together with the Audited financial statement of the Company for the year ended 31st March, 2016.

1. FINANCIAL HIGHLIGHTS:·

Particulars Year ended March 31, 2016

Year ended March 31, 2015

Total Income 37,52,996 30,39,054

Profit/(Loss) Before Interest, Depreciation & Taxation (1,16,84,547) (99,71,949)

Profit (Loss) Before Exceptional Item and Tax , (1,61,52,187) ( 144,39,588)

Net Profit/(Loss) after tax (5,47,66,795) (99,77,935)

Amonnt proposed to be carried to reserves - -

2. THE STATE OF THE COMPANY'S AFFAIRS:

During the year nnder review, the Company has incurred a loss of Rs. 5,47,66,795/- as compared to Rs. 99,77,935/-in the previous year.

3. DIVIDEND:

In view of the accumulated losses and loss incurred by the Company during the year under review, your Directors do not recommend any dividend.

4. SHARE CAPITAL:

During the period under review there was no change in the Authorised and Paid- up Share capital of

the Company.

5. MATERIAL CHANGES AND COMMITMENTS:

There have been no material change and commitment affecting the financial position of the Company during the financial year ending 31s March, 2016.

FORT MAHODADHII\lIVAS PALACE PRIVATE LIMITED CIN No. U55101MH2010PTC201685


6. THE CHANGE IN THE NATURE OF BUSINESS, IF ANY:

The Company continues to be in the Hospitality Business. During the year under review, there was no change in the nature of business ofthe company.

7. DIRECTORS:

Dr. Vithal V. Kamat retires by rotation and being eligible offers himself for re-appointment. The Directors recommend his re-appointment.

8. EXTRACT OF THE ANNUAL RETURN:

An extract of the annual return in form MGT-9 is enclosed in Annexure L

9. NUMBER OF MEETINGS OF THE BOARD:

During the financial year 2015-16,5 (five) meetings of the Board of Directors ofthe company were held.

10. DIRECTORS RESPONSIBILITY STATEMENT:

As required by Section 134 (5) of the Companies Act, 2013 the Directors hereby state that: a. in the preparation of the annual accounts, the applicable accounting standards have been .

followed and there are no material departures; b. selected accounting policies were applied 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 as at 31s March, 2016 and of the loss of the company for the financial year ended on that date.

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. annual accounts have been prepared on a going concern basis; and e. proper systems have been devised to ensure compliance with the provisions of all applicable

laws and that such systems are adequate and are operating effectively.


Regd.Off. : 70-C, Nehru Road, Vile Parle (East). Mumbai - 400 099. Tel. No. 02226164000, Email id:[email protected]

11. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE:

The particulars of Loan and Guarantee given, Security provided and Investment made by the Company under Section 186 of the Companies Act, 2013 are given as under:

Opening Balance During the year Closing Balance

Loans Given NIL NIL NIL Guarantee Given Rs. 3,85,83,00,000* - Rs. 3,85,83,00,000* Security Provided NIL NIL NIL Investment Made NIL NIL NIL

* The Company has given Corporate Guarantee to banks/financial institutions for vanous Credit Facilities availed by Kamat Hotels (India) Limited, the holding Company.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

During the year under review there was no contract or arrangements entered into by the Company with related parties as referred to in sub-section (I) of section 188 of the Companies Act, 2013.

,

13. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

Holding Company: Kamat Hotels (India) Limited Subsidiary company: NIL Joint venture company: NIL Associate Company: NIL

14. RISK MANAGEMENT POLICY:

The Board periodically reviews and assesses risks in various areas including statutory, operational and financial risks. During the year under review, no risk threatening the existence of the Company was identified.

15. DEPOSITS:

Deposits at the beginning of the year-nil, accepted during the year-nil.

16.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

(A) Conservation of energy-I. the steps taken or impact on conservation of energy: NIL

FORT MAHODADHII\JIVAS PALACE PRIVATE LIMITED CIN No. U55101MH2010PTC201685


11. the steps taken by the company for utilising alternate sources of energy: NIL

111. the capital investment on energy conservation equipments: NIL

(B) Technology absorption-i. the efforts made towards technology absorption:NIL

II. the benefits derived like product improvement, cost reduction, product development or import substitution: NIL

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)

a. the details of technology imported: NIL b. the year ofimport: NA c. whether tbe technology been fully absorbed: NA d. if not fully absorbed, areas where absorption has not taken place, and the reasons

thereof: NA iv. the expenditure incurred on Research and Development: NIL

(C) Foreign exchange earnings and Outgo-

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: NIL

17. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS:

During the period-under review no significant and material order was passed by any regulator/ cOUl1 or tribunal which has an effect on the going concern status of the company and its operations.

18. INTERNAL FINANCIAL CONTROLS:

The internal financial controls are adequate and commensurate with the size and operation of the company.

19. SECRETARIAL AUDIT:

The requirement of Secretarial Audit as provided under section 204 of the Companies Act, 2013 is not applicable to the Company.

20. CORPORATE GUARANTEE:

Some of the lenders have issued demand notices in the earlier year to the Company in respect of

Corporate Guarantee extended by the Company on behalf of Kamat Hotels (India) Limited. The

Company has requested the borrowers to take appropriate steps in the matter. The Company is dealing with the matter as per legal advice.



21. STATUTORY AUDITORS:

The Company had appointed Mis. J.P. Chaturvedi & Co. as statutory Auditors of the Company for a period of 5 years in the previous annual general meeting of the Company; therefore, it is now proposed to ratify the appointment of Mis. J.P. Chaturvedi & Co., Chartered Accountants, Mumbai as the Statutory Auditors of the company for the financial year 2016-17.

,

22. ACKNOWLEDGEMENTS:

Your Directors take this opportunity to express and place on record their appreciation for the continued support, cooperation and assistance extended by shareholders, employees, agents, bankers, financial institutions and other stakeholders of the Company.

For and on Behalf of the Board ofDirectors of FORT MAHODADHINIVAS PALACE PRIVATE LIMITED

.-::::--~-~

~~ Place: Mumbai DIN 00591171 IN 00195341 Date: 18-5-2016 DIRECTOR DIRECTOR

DR. VITHAL . KAMAT



Annexure I Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended on 31.03.2016

[Pursuant to section 92(3) ofthe Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules 2014]

I. REGISTRATION AND OTHER DETAILS: i) CIN:- U5510lMH2010PTC201685 ii) Registration Date :- 05104/20 I0 iii) Name of the Company: - Fort Mahodadhinivas Palace Private Limited. Iv) Category 1 Sub-Category of the Company t- Company Limited by Shares 1 Indian Non Government

Company v) Address of the Registered office and contact details :- 70-4:, Nehru Road. Vile Parle (Eastl. Mumbai

400099 vi) Whether listed company: • Yes 1No vii) Name, Address and Contact details of Registrar and Transfer Agent: Not Applicable

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10 % or more of the total tumoverofthe company shall be stated.- .

Sr,No. Name and Description of main products 1 NIC Code of the Product! % to total turnover ofthe services . service comnanv I

I Hotels and Restaurants 99633102 100% I

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES:

Sf. No.

Name and Address of Company .

CIN IGLN Holding 1 SUbsidiary 1Associate

%01' Shares

Applicable Section

I. Kamat Hotels (India) Ltd. Address: 70-C, Nehru Road, Vile Parle - East, Mumbai400099

L5510lMHJ986PLC039307 Holding Company

100% 2(46) of the Companies Act, 2013

The Company does not have any Subsidiary or ASSOCIate Company,

· , FORT MAHODADHII\lIVAS PALACE PRIVATE LIMITED

CIN No. U55101MH2010PTC201685 Regd. Off. : 70-C, Nehru Road, Vile Parle (East), Mumbai - 400 099. Tel. No. 022 26164000, Email id:[email protected]

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity): i) Category-wlseShare Holding

Category of No. of Shares held at the beginning of No. of Shares held at the end of the year % Shareholders the year Change

during

the year Demat Physical Total %of Demat Physical Total %of

total total shares shares

A.Promoters (1) Indian ". ! - - - - - - - - -a. IndividuallHUF b.Central Govt, - - - - - - - - -c. State Govt(s) - - - - - - - - -d.Bodies Corp. - 10000 10000 100 - 10000 10000 100 -e.Banks / FI - - - - - - - - -f. Any other - - - - - - - - -Sub-Total (A) (1): - 10000 10000 100 - 10000 10000 100 -(2) Foreign - - - - - - - - -

a. NRls- Individuals b. Other- Individual - - - - - - - - -c. Bodies Corp. - - - - - - - - -d. Banks! FI - - - - - - - - -e. Any other. - - - - - - - - -Sub-Total (A) (2): - - - - - - - - -Total Shareholding - 10000 10000 100 - 10000 10000 100 -of Promoter (A) = (A)(l)+(A)(2) B. Public - - - - - - - - -·Shareholding J. Institutions a. Mutual Funds - - - - - - - - -b. BankslFI - - - - - - - - -c. Central Govt - - - - - - - - -d. State Govt (s) - - - - - - - - -e. Venture Capital - - - - - - - - -Funds f. Insurance - - - - - - - - -Companies g. FIls - - - - - - - - -h. Foreign Venture - - - - - - - - -Capital Funds i. Others (Specify) - - - - - - - - -Sub - Total (B)(l): - - - - - - - - -2. Non Institutions - - - - - - - - -a. Bodies Corp. ' - - - - - - - -i. Indian - - - - - - - - -ii, Overseas - - - - - - - - -

FORT IVlAHODADHII\JIVAS PALACE PRIVATE LIMITED CIN No. U55101MH2010PTC201685


iii. Individual i) Individual Shareholders holding Nominal Share Capital upto Rs. I Lakh

- - - - - - - - -

ii) Individual Shareholders holding Nominal Share Capital in excess of Rs, I Lakh

- - - - - - - - -

iii)Others (Specify)

- - - - - - - - -

Sub - Total iB)iZ\: - - - - - - - - -Total Public Shareholding (B)=(B)(I\+ (B)(2)

- - - - - - - - -

C. Shares held by Custodian for GDRs &ADRs

- - - - - - - - -

I Grand Total (A+B+C\

- 10000· 10000 100 - 10000 10000 100 -

(ii)SlwrellOldillg ofPromoters:

Sf. Shareholding at the beginning of Share holding at the end ofthe No. Shareholder's Name the year year

No. %of %of No. of %of %of of total Shares Shares total Shares Shares Shares Pledged Shares Pledged

of the lencumber of the I , company ed to total compan encumb

shares y ered to total shares

1 Kamat Hotels (India) 10000 100 100% 10000 100 100% Ltd.

Total 10000 lao 100% 10000 100 100%

(iii) Change in Promoters' SharellOldi1lg (please specify, ifthere is 110 change: There was no change in promoters' shareholding.

% change in share holding during the year

-

-

Sl. Shareholding at the beginning of the Cumulative Shareholding during No. r veal' the veal'

No. of Shares % of total % of total shares shares of the of the company No. of shares company

At the beginning of the year: 10000 100

Date wise Increase IDecrease in

FORT MAHODADHINIVAS PALACE PRIVATE LIMITED CIN No. USS101MH2010PTCl0168S

Regd. Off. : 70-C, Nehru Road, Vile Parle (East), Mumbai - 400 099. Tel. No. 02226164000, Email id:[email protected]

Promoters Share holding during he year specifying the reason

for increase I decrease (e.g. allotment I transfer I bonus sweat equity etc):

At the End of the vear: 10000 100

(iv)SharellO/ding Pattern oftop tell Shareholders (other than Directors, Promoters and Holders ofGDRs andADRs): Not Applicable

Sl. No.

For each ofthe top ten hareholders

Shareholding at the beginning of the ear

% of total shares 0

No. of shares the company

Cumulative Shareholding during the year

Yo of total shares of No. of shares he company

1\t the beginning ofthe "ear Date wise

'. !

Increase. Decrease in Share holding ~uring the year specifying he reasons for increase

decrease (e.g, allotment transfer I bonus I swea equity etc): At the End of the year ( or on the date of separation, i separated during the year):

(v) Shareholdlng ofDirectors and Key Manageria! Personnel: the Directors do not hold any shares in the company. The company does not have any Key Managerial Personnel

Sr.No Shareholding at the beginning of the year

Cumulative Shareholding during the year

% of total

.For Each of the Directors and shares of the % of total shares

KMP No. of shares company No. of shares ofthe company

At the beginning ofthe year Date wise Increasel Increase Idecrease in share holding during the year specifying the reasons for increasel decrease (e.g. allotment! transferl bonus! sweat equity etc.) At the End of the year

FORT MAHODADHII\JIVAS PALACE PRIVATE LIMITED CIN No. U55101MH2010PTC201685


V. INDEBTEDNESS: Indebtedness of the Company including interest outstanding/accrued but not due for payment

Secured Loans

excluding

deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year

i) Principal amount - 20,21,04,525 20,21,04,525

ii) Interest due but not paid - 1,02,98,843 1,02,98,843

iii) Interest accrued but not due -Total (i+ii+iii) . 21,24,03,368 21,24,03,368 Change in Indebtedness during the Financial Year

Addition , - 1,37,15,228 1,37,15,228

Reduction -Net Change - 1,37,15,228 1,37,15,228 Indebtedness at the end of the financial vear

i) Principal amount - 20,34,57,287 20,34,57,287

ii) Interest due but not paid . 2,26,61,309 2,26,61,309

iii) Interest accrued but not due -Total (i+ii+iii) - 22,61,18,596 22,61,18,596

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Remuneration to ManagingDirector, Whole-time Directors and/orManager: The Company does not have any Managing Director. Whole-time Director and/or manager. Therefore no remuneration was paid to any Managing Director, Whole-time Director andlor Manager during the financial year 2015-16.

Sr. No.

Particulars of Remuneration ,

Name ofMDIWTDI Manager

-.. -

Total Amount

J. Gross salary (a) Salary as per provisions contained in section 17(I) of the Income-tax Act, 1961 (b) Value of perquisites u/s 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961

2. Stock Option 3. Sweat Equity 4. Commission

. as % of Profit - other, specify

5. Others, nlease suecifv Total (A) Ceiling as ner Act


Regd. Off. : 70-C, Nehru Road, Vile Parle (East), Mumbai - 400 099. Tel. No. 02226164000, Email id:[email protected]

B. Remuneration To Other Directors: No remuneration was paid to any Director during the financial year 20 15-16.

Sr. Particulars of Name of Directors Total No. Remuneration Amount

1. Independent Directors

(i) Fce for attending Boardl ,

Committee Meetings

I

(ii) Commission (iii) Others, Please specify Total (I)

2. Other Non Executive Directors

,

(i) Fee for • attending Board Committee Meetings I

(ii) Commission (iii) Others, please specify Total (2) Total (B) -(1+2) ~ Total Managerial Remuneration Overall Ceiling as per Act (for Sitting Fees)

C. Remuneration to key managerial personnel other than MDIMANAGERlWTD- rhe company does not have any Key Managerial Personnellherefore, no remuneration was paid to any Key Managerial personnel dming the financial ITar 20 15-16. .

A Sr. Particulars of Remuneration Key Managerial Personnel No.

CEO Company CFO Total Secretarv

Gross salary (a) Salary as per provisions contained in section 17(1) ofthe Income-tax Act, 1961 (b) Value of perquisites U/S 17(2) Income-tax Act, 1961 (c) Profits in lieu of salary under section 17(3) Income- tax Act, 1961 Stock Option Sweat Equitv --1

,



Commission - as % of Profit

- other, specify Others, please specify Total

VII. PENALTIES I PUNISHMENTI COMPOUNDING OF OFFENCES: NONE:

For and on Behalf of the Board of Directors of FORT MAHODADHINIVAS PALACE PRIVATE LIMITED

~. THALVKAMAT Place: Mumbai DINO:9t,Y' DIN 00195341 Date; 18-5-2016 DIRECTOR DIRECTOR

FORT MAHODADHINIVAS PALACE PRIVATE LIMITED

ASSESTMENT YEAR: 2016-2017

PREVIOUS YEAR ENDED: 31ST MARCH, 2016

DATE OF INCORPORATION: 05.04.2010

STATUS: COMPANY

PAN: AABCF5212D

Address: 70-C, Nehru Road, Vile Parle (East), Mumbai - 400 099

ITO WARD: 8(2) 2 New: MUM/C/982/01 New Case

DUE DATE: 30-09-2016

COMPUTATION OF INCOME

BUSINESS INCOME

Net Profit / (Loss) Account

Add:Prelimenery Expenses W/olf

Add: Depreciation as Per Companies Act

(Less) : Depreciation as per Income Tax Act

Total Income / (LOss)

Tax Liability

Tax Paid - TDS Refund

Note: Audited Accounts for F.Y. 2015-16 enclosed

Statement of Carried Forward Loss' Sr. No. Assessment Year Amount

(1 AY.2011-12 2,996 (2 A.Y.2012-13 7,431 (3 A.Y.2013-14 32.162 (4) AY.2014-15 5.109,863 (5) AY 2015-16 15,435,157 (6) A.Y.2015-16 16,556,850

Total 37,144,459

FORT MAHODADHINIVAS PALACE .PRIVATE LIMITED

(31.03.2016)

COMPUTATION OF DEFERREDTAX

PARTICULARS 31.03.2016 TAX EFFECT 31.03.2015 TAX EFFECT Al DEFERRED TAX ASSET: On account of Unabsorbed Depreciation and Business Loss 37,144,459 11,477,638 47.399,683 14.646.502

37,144,459 11,477,638 47,399,683 14,646,502

B) DEFERRED TAX LIABILITY: 144,080,077 44,520,744 29,368,932 9,075,000On account ofWDV difference

DEFERRED TAX ASSET I (LIABILITY) (NET) (33,043,106) 5,571,502

Journal entry Dr Provision forDeferred Tax (P& L) 38,614,608 Deferred Tax Liability 35,445,744 Deferred Tax Asset 3,168,864

I

_


ASSESSMENT YEAR 2016 - 2017

WORKING OF DEPRECIATION AS PER INCOME TAX (31.03.2016)

Sr. No. Particulars Rate WDVas on 01.04.2015

Additions Deductions

Total as on 31.03.2016

Deoreciation Toial Depredation

WDVas on 31.03.2016Before

30.09.2015 After

30.09.2015 Before

30.09.2015 After

30.09.2015

1 Building Lease Held 10% 42,002,896 - - - 4.20.02.896 42.00.290 - 42,00.290 3,78,02.606 2 Furniture & Fixture 10% 730,014 - - - 7,30,014 73.001 - 73.001 6.57.013 3 Office Equipment 15% 5,703 - - - 5.703 855 - 855 4,848 4 Plant & Machinery 15c/c 3.953,374 - - - 39,53,374 5,93,006 - 5,93,006 33,60,368 5 Computers Hardware 60% 8,586 - - - 8,586 5,152 - 5,152 3,434 6 Computers Software 60% 3,962 - - - 3,962 2,377 - 2,377 1,585

Total 4,67,04,535 0 0 0 4,67,04,535 48,74,681 0 48,74,681 4,18,29,854

---,~---.~ ~-- .~---~,_._~--_._-_._--- --.'"-~ ---------_._.. .. .._"-------

J. P. Chaturvedi & Co. rl\.Chartered Accountants V,$'73, Mulji Jetha Bid, 3'd Floor, 178, Princess Street, Mumbai - 400 002 J. P. Chaturvedi Tel: 0226 1855, Email: [email protected] . B.Com., F.C.A. M.: 9967057695 I 9320912364

INDEPENDENT AUDITORS' REPORT TO THE MEMBERS OF FORT MAHODADHINIVAS PALACE PRIVATE LIMITED

Report on the Financial Statements

We have audited the accompanying financial statements .of FORT MAHODADHINIVAS PALACE PRIVATE LIMITED, ("the Company") which comprise of Balance Sheet as at 31" March, 2016, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended and a summary of significant accounting policies and other explanatory information.

Management's Responsibility for the Standalone Financial Statements

The Company's Board of Directors is responsible for the matters stated in Section 134(5) of the Companies Act, 2013 ("the Act") with' respect to the preparation of these .standalone financial statements that give a true and fair view of the financial position, financial performance and cash .flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014. This responsibility also includes 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 frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design; implementation and maintenance of adequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give'a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditors' Responsibility

Our responsibility is to express an opinion on these standalone financial statements based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the RUles made thereunder.

We conducted our audit in accordance with the Standards on Auditing specified under Section 143(10) of the Act. Those Standards require that we comply with the ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.

An audit 'involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company's preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of the accounting estimates made by the Company's 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 on the standalone financial statements.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the fin ~~~'-statements give the information required by the Act in the manner so required and give a true and .;!o fIJI in conformity with the accounting principles generally accepted in India, of the state of affai t " Company as at 31st March, 2016, and its loss and its cash flows for the year on that date. Q,; Me~1 .

1373

703, Diwani Mahal, Gulmohar Road, No.1, J.V.P.D., Vile Parle (West), Mumbai -400 049

- 2

Report on Other Legal and Regulatory Requirements

1. This Report does not include a statement on the matters specified in paragraph 3 of the Companies (Auditor's Report) Order, 2016 ("the Order"), issued by the Central Government of India in terms of sub-section (11) of section 143 of the Act, since in our opinion and according to the information and explanation given to us, the said order is not applicable to the Company for the above year. .

2. As required by section 143(3) of the Act, we report that:

(i) We have sought and obtained all the information and explanations, which to the best of our knowledge and belief were necessary for the purpose of our audit. .

(ii) )n 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, the Statement of Profit and Loss and the Cash Flow Statement dealt with by this report, are in agreement with the books of account.

(iv) )n our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules 2014.

(v) On the basis of written representations received from the directors as on 31st March, 2016 taken on record by the Board of Directors, none of the directors is disqualified as on 31" March, 2016 from being appointed as a director in terms of Sub-Section (2) of Section 164 of the Act. .

(vi) Our report on adequacy of internal financial controls system over financial reporting of the Company and the operating effectiveness of such controls is given in Annexure "A"

(vii) With respectto the other matters to be included in the Auditor's Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information and according to the explanations given to us:

. (i) The Company does not have any pending litigations which would impact its fin-ancial position ..

(Ii) The Company did not have any long-term contracts including derivative contracts for which there were any materiai foreseeable losses.

(iii) There has been no delay in transferring amounts; required to be transferred, to the Investor Education and Protection Fund by the Company.

For J P CHATlJRV t- O. Charter ,tt J1:a~~~.:rs

(Re istre on 0 1;,71'w~__ fJh 'fl1/ r.---'

;r~"P"C"HAT~RVEDI Proprietor

Membership No. 031373 Mumbai: 1S'h May, 2016

/

J. P. Chaturvedi & Co. Chartered Accountants .

73, Mulji Jetha Bid., 3" Floor, 178, Princess Street, Mumbai - 400 002 J. P. Chaturvedi Tel: 0226 1855, Email: [email protected] B.Com., F.C.A. M.: 9967057695/9320912364

ANNEXURE "A" TO THE INDEPENDENT AUDITORS' REPORT

The Annexure referred to in paragraph 2 (f) under 'Report on Other Legal and Regulatory Requirements' in our report of even date to the members of FORT MAHODADHINIVAS PALACE PRIVATE LIMITED for the year ended 31" March, 2016. We report that:

Report on the Internal Financial Controls over Financial Reporting under Clause (i) of Sub-section 3 of Section 143 ofthe Companies Act, 2013 ("the Act")

We have audited the internal financial controls over financial reporting of Fort Mahodadhinivas Palace Private Limited ("the Company") as of 31'\ March, 2016 in conjunction with our audit of the financial statements of the Company for the year ended on that date.

Management's Responsibility for Internal Financial Controls

The Company's management is responsible for establishing and maintaining internal financial controls based on the internal control over financiai reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection .of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting based on our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financial controls, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls over financial reporting Included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of Internal control based on the assessed risk. The procedures selected depend on the auditor's judgement, including the assessment of the risks of matenal misstatement of the financial statements, whether due to fraud or error.

FORT MAHODADHINIVAS PALACE PRIVATE LIMITED ANNEXURE "8" TO INDEPENDENT AUDITORS' REPORT - (31-03-2016) Contd... Page 2

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable , assurance regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles. A company's internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide.reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditure of the company are being made only in accordance with authorisations of management and directors of the company; ·and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion, the Company has, in all materiai respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st March, 2016, based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India.

Mumbai: is" May, 2016

FORT MAHODADHINIVAS PALACE PRIVATE LIMITED Registered Office: 70-,C, Nehru Road, Vile Parle (East), Mumbai - 400099

BALANCE SHEET AS AT 31ST MARCH, 2016

PARTICULARS

EQUITY AND LIABILITIES:

Shareholder's Funds: (a) Share Capital (b) Reserves and Surplus

Non-Current Liabilities: (a) Other Long Term Liabilities (b) Deferred Tax Liabilities (Net)

Current Liabilities: (a) Other Current Liabilities

TOTAL

ASSETS:

Non-Current Assets: (a) Fixed Assets:

(iJTanqlbte Assets (ii) Intangible Assets (iii) Capital Work-In-Progress

(b) Deferred Tax Asset (Net) (c) L0l19 Term Loans & Advances (d) Other Non-Current Assets

Current Assets: (a) Trade Receivables (b) Cash and Cash Equivalents (c) Short Term Loans & Advances (d) Other Current Assets

TOTAL

Summary of significant accounting policies

The accompanying notes are an integral part of the financial statements

Mumbai: 18th May, 2016

Amount in Rs.

As at 31st As at 31st NOTE March, 2016 March,2015

2 100,000 100,000 3 (67,237,378) (12,470,583)

4 203,457,287 202,104,525 5 33,043,106

6 24,042,222 11,555,467

193,405,237 201,289,409

7 185,893,519 190,358,990 7 16,412 18,581 7 1,883,801 1,883,801

4 5,571,502 8 922,478 547,178 9 1,783,142 9,511

10 1,727,221 889,743 11 12,361 1,003,649 12 201,000 100,000 13 965,303 906,454

193,405,237 201,289,4Q9

1 to 20

For and on behalf of the board of directors of FORT MAHODADHINIVAS PALACE PRIVATE LIMITED

"Cl~ G.N.Shenoy

Director DIN: 00591171

FORT MAHODADHINIVAS PALACE PRIVATE LIMITED Registered Office: 70-C. Nehru Road, Vile Parle (East), Mumbai - 400099

STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2016

Amount In Rs. YEAR ENDED

PARTICULARS NOTE 31ST MARCH,

2016 31ST MARCH,

2015

INCOME:

Income 14 3,752,996 3,039,054

Total Revenue 3,752,996 3,039,054

EXPENSES:

Finance Costs 15 13,736,073 11,443,159 Other Expenses 16 1,701,470 1,567,844

Total Expenses 15,437,543 13,011,003

Profit before Oepreciation and Tax (11,684,547) (9,971,949)

Less: Depreciation 4,467,640 4,467,639

Profit/(Loss) Before Tax & Adjustment (16,152,187) (14,439,588)

Less: Tax Expenses: Current Tax Deferred Tax 38,614,608 (4,461,097) Prior Period Expenses (556)

Profit/(Loss) for the year (54,766,795) (9,977,935)

EARNINGS PER EQUITY SHARE:

Equity shares of par value Rs. 101- each

Basic and Diluted 17 (5476.68) (997.79)

Summary of significant accounting policies

The accompanying notes are an integral part of the financial statements 1 to 20

For and on behalf of the board of directors of FORT MAHODADHINI S PALACE PRIVATE LIMITED

\j Dr. VITHA • KAMAT

lrector DI : 00195341

Mumbai: 18th May, 2016

if

« V

FORT MAHODADHINIVAS PALACE PRIVATE LIMITED Registered Office: 70~C, Nehru Road, Vile Parle (East), Mumbai - 400099

CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH 2016 (Amount in Rs)

2015-16 2014-15

A. CASH FLOW FROM OPERATING ACTIVITIES

Net Profit / (Loss) after tax and before adjustments Adjusted for' Depreciation Deferred Tax Preliminary Expenses

(54,766,795)

4,467,640 38,614,608

2,378

(9,977,935)

4,467,639 (4,461,097)

2,378

Operating Profit before working capital changes (11,682,169) (9,969,015)

Trade and other Payables 12,486,755 11,369,072

Trade and other receivables (997,327) (142,623)

Income Tax Paid (375,300) (303,905)

Net cash from Operating Activities (568,041) 953,529 .

B. CASH l'LOW FROM INVESTING ACTIVITIES Purchase of Fixed Assets (Including Capital Work in progress) Fixed Deposit with Bank (1,776,009)

(404,312)

Net cash (used) in Investing activities (1,776,009) (404,312)

C CASH FLOW FROM .FINANCING ACTIVITIES

Proceed !rom Long term Borrowing

Net cash (used in) I from Fmancing activities

NET INCREASE I (DECREASE) IN CASH AND CASH EQUIVALENTS:

1,352,762

1,352,762

(991,288)

371,259

371,259

920,476

r:' ;0

~' ,

Opening Balance ofCASH & CASH EQUIVALENTS 1,003,649 83,173

CASH & CASH EQUIVALENTS AS AT 31.03.2016 (No', 11) 12,36] 1,003,649

. Mumbai: l Sth May, 2016

FOn. AND ON BEHALF OF THE BOARD OF DIRECTORS OF l'ORT MAHOllAD (VAS PALACE PRIVATE LIMITED

G,N.SHENOV Director

DIN: 0059]171

FORT MAHODADHINIVAS PALACE PRIVATE LIMITED Registered Office: 70-C, Nehru Road, Vile Parle (East), Mumbar - 400099

NOTES TO FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016

1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: 1.1 Basis of Accounting:

The financial statements are prepared and presented under the historical cost convention on the accrual basis of accounting in accordance with accounting principles. generally accepted in India ("Indian GAAP") and are in compliance with the Accounting Standards specified under section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014 and as per the provisions of the Companies Act, 2013. The accounting policies adopted in the preparation of financial statements are consistent with those of previous year.

1.2 Investments: Non-current investments are valued at cost

1.3 Prior Period Adjustments, Extraordinary items and Changes in Accounting Policies:

Income and expenditure pertaining to prior period and exlraordinary items and changes in accounting policies, where material are disclosed separately.

1.4 Revenue Recognition:

Revenue is recognised as per Accounting Standard 9 "Revenue Recognition" notified by the Companies (Accounting Standards) Rules, 2006. Revenue from service transactions is recognized as the service is performed and completed. Dividends are recorded when the right to receive payment is established.

1.5 Taxes on Income:

Tax on income for the current period is determined on the basis of taxable income and tax credits computed in accordance with the provisions of the Income Tax Act, 1961. Deferred tax is recognised on timing differences between the accounting income and the taxable income for the year, and quanufied using the tax rates and laws enacted as on the Balance sheet date. Deferred tax assets are recognised and earned forward to the extent that there is a reasonable certainty that sufficient future taxable income will be available against which such deferred tax assets can be realised.

1.6 Preliminary Expenditure Preliminary Expenditure is carried as an asset and amortised over a period of 10 years.

1.7 Fixed Assets Fixed Assets are stated at cost of acquisition including related expenses less accumulated depreciation.

2 SHARECAPIlAL : Amount in Rs. AS AT 31ST ASAT31ST

MARCH, 2016 MARCH. 2015 AUTHORISED:

50,000 Equity Shares of RS.101- each 500,000 .. 500,000 (Previous year 50,000 Equity Shares of Rs. 101- each).

500,000 500,000

ISSUED,SUBSCRIBED AND FULLY PAID UP:

10,000 Equity Shares of Rs. 101M each, fully paid up 100,000 100,000 (Previous year 10,000 Equity Shares of Rs. 10/- each).

Total 100,000 100,000

Notes: 2.1 Termsl rights attached to equity shares

The Company has only class of equity shares having a par value of Rs. 10 per share. Each holder of equity share is entitled to one vote per share. The Company declares and pays dividend in Indian rupees

In the event of liquidation of the Company, the holders of equity shares will be entiUed to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be in proportion 10 the number of equity share held by

. the shareholders.

FORTMAHODADHINIVAS PALACE PRIVATE LIMITED Registered Office: lO-C, Nehru Road, Vile Parle (East), Mumbai 400099¥


2.2 Details of Shareholders holdina more than 5% shares in the Comoanv AS AT 31ST MARCH 2016 AS AT 31ST MARCH 2015

Name of Shareholders " Number % holding in the Number % holding in the class class

Kamal Hotels (India) Limited 10,000 100% 10000 100%

3 RESERVES AND SURPLUS,

Amount in Rs. AS AT 31ST AS AT 31ST

MARCH,2016 MARCH. 2015

Surplus/(Deficit) in the statement of profit and loss Balance as per last financial statements (12,470,583) (2,492,648)

(Loss) for the year (54,766,795) (9,977,935)

Total (67,237,378) (12,470,583)

4 OTHER LONG-TERM -LIABILITIES From Holding Company Kamal Hotels (India) ltd 82,766,000 82,766,000

From a Company

Total

120,691,287

203,457 ,287

119,338,525

202,104,525

5 DEFERRED TAX LIABILITY (Nel):

Major Components of Deferred Tax Assets and Deferred Tax Liabilities:

Amount in Rs. AS AT31ST AS AT 31ST

MARCH,2016 MARCH. 2015

Deferred UlX assets Tax effect due to - Carried forward Business Loss 11,477,638 14,646,502

Total 11,477,638 14,646,502

Deferred tax liabilities Tax effect due to ~

Difference in depreciation. Total

44,520,744

44,520,744

9,075,000

9,075,000

Deferred Tax Asset /(Liability) (Net) (33,043,106) 5,571,502

Deferred Tax Adjustment for the year 38,614,608 4,461,097

6 OTHER CURRENT LIABILITIES

Other payables Audit fees Government Dues Interest Payable Trade Payables

2,863 1,376,550

22,661,309 1,500

2,809 1,251,753

10,298,843 2,062

Total 24,042,222 11,555,467

7


NOTES TO FINANCIAL STATEMENTS FOR THE PERIOD ENDED 31st March, 2016

FIXED ASSETS:

PARTICULARS

GROSS BLOCK (AT COST) DEPRECIATION NET BLOCK AS AT

01.04.2015 ADDITIONS

AS AT

31.03.2016

UPTO

01.04.2015 FOR THE I AS AT

YEAR 31.12.2016 AS AT

31.03.2016

AS AT

31.03.2015

TANGIBLEASSETS: 192,969,244 192,969.244 8.167,952 3,980,984 12,148,936 180,820,308 184,801,292Building Leasehold

Furiniture & Fixture

Office Equipment

901,252 901,252 195.744 110,125 305,869 595,383 705,508

Office Equipment 7,894 7.894 3,942 3,567 7,509 385 3,952 Computer

Plant & Machinery

53,665 53,665 29,869 21.171 51,040 2,625 23,796

A.-::'. Plant & Air Conditioners 784,861 784,861 91,749 50,308 142,057 642,804 693,112 AudioNideo, TV & Music Systems 329,060 329,060 33,658 21,020 54,678 274,382 295,402 Diesel Generator Set 575,964 575,964 67,329 36,918 104,247 471,717 508,635 Electrical Equipment & Installation 2,624,174 2,624,174 306,761 168,205 474,966 2,149,208 2,317,413 Fire Fighting Equipments 30,089 30,089 3,518 1,929 5,447' 24,642 26,571 Kitchen =quipments 30,095 30,095 3,518 1,929 5,447 24,648 26,577 Misc;ella'1.eous & General Equipments 705,284 705,284 82,446 45.207 127,653 577,631 622,838 Rernqeraticn & Cold Storage 231,116 231,116 27,017 14,814 41,831 189,285 204,099 'relepho-re Equipments & Installation 70,387 70,387 8,228 4,512 12,740 57,647 62,159 wster pcmps 20,337 20,337 2,378 1,304 3,682 16,655 17,959 Health Club Equlpments 54,600 54,600 4923 3,478 8,401 46,199 49,677

Total 199,388,022 . 199,388,022 9,029,032 4,465,471 I 13,494,503 185,893,519 190,358,990

Previous Year Total 199,298,318 89,704 199,388,022 4,563,562 4,465,470 I 9,029,032 190,358,990

INTANGIBLE ASSETS' Computer Software 24,764 24,764 1 6.183 I 2,169 8,352 16,412 18,581 I Total 24,764 . I 24,764 I 6,183 I 2,169 I 8,352 16,412 18,581 I Previous Year Total 24,764 - I 24,764 4,014 2,169 6,183 18,581

Capital Work in Progress 1,883,801 1,883,801 1,883,801 Previous Year Total

\~

1,569,193 314,608 1,883,801 1,883,801

1'2

FORT MAHODADHINIVAS PALACE PRIVATE LIMITED Registered Office: lO-C, Nehru Road, Vile Parle (East), Mumbai • 400099


8 LONG··TERM LOANS AND ADVANCES:

Payment of Income Tax 922.478 547,178

Total 922,478 547,178

9 OTHER NON - CURRENT ASSETS Preliminery Expenses (Unamortised) Non-Current 7,133 9,511 Fixed Deposit with Oriental Bank of Commerce (Ref. Note 11.1) 1,776,009

Total 1,783,142 9,511

9.1 Fixed Deposit is for 15 months is against Bank Guarantee issued by8anl< on OUfbehalf to Orissa Tourism Development Corporation

10 TRADE RECEIVABLES (Unsecured, good, unless otherwise staled)

- Over Six Months

- Other Dues 1,727,221 889,743

Total 1,727,221 889,743

11 CASH AND BANK BALANCES

Cash and cash equivalent:

Balance with bank in current account Oriental Bank of Commerce 7,405 999,093

Cash on Hand 4,956 4,556

Sub-total 12,361 1,003,649

12 SHORT TERM LOANS AND ADVANCES: (Unsecured, good) Advance to Project Creditors 201,000 100,000

Total 201,000 100,000

13 OTHER CURRENT ASSETS

Preliminery Expenses (Unamortised) Current 2,378 2,378

Input Credit Service Tax 62 Prepaid Expenses 962,925 904,014

Total 965,303 906,454

FORT MAHODADHINIVAS PALACE PRIVATE LIMITED Registered Office: lO-C, Nehru Road, Vile Parle (East), Mumbai -~400099


INCOME

l4 INCOME

Amount in Rs. YEAR ENDED

31ST MARCH, 31ST MARCH, 201S 2015

RoyaltyIncome Interest Received Rounding off

3,612,983

140,011

2

3,039,054

Total 3.752.996 3.039,054

15 FINANCE COSTS Interest Payment (KHIL) Interest Payment (PJPL)

9,959,130 3,776,943

9.513.354 1.929.805

Total 13.736.073 11,443.159

16 OTHER EXPENSES Auditors Remuneration (Refer Note 16.1)

Bank Charges Credit Card Charges Conveyance Interest on Delayed Payment to Service Tax Insurance Charges Lease Rent Legal & Prefessional Fees Miscellaneous Expenses Postage& Telegram Printing & Stationary Preliminary Expenses W/aff Refreshment Rent, Rates & Taxes ROC Fee

Total 16.1 Payment to Auditor

AuditFee Service Tax

Total

17 Earning Per Share (E.P.S.) under Acc0l.!.nting Standard

(Loss) after Tax as per accounts No. of Shares issued Nominal Value of Share Basic and Diluted E,P,S,

FORT MAHODADHINIVAS PALACE PRIVATE LIMITED Registered Office: 70-C, Nehru Road, Vile Parle (East), Mumbai - 400099

NOTES TO FINANCIALSTATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2016

18 Related Party Disclosures :

Related Parties where control exists: (a) Holdin9 Company: Kamal Hotels (India) Ltd (a) Subsidiary Company: None (b) Individual/Enterprises having significant influence over the Company: None (c) Key Management Personnel: None (d) Other related parties with whom transactions have taken place during the year: None

(e) Summary of transactions during the year with Related Parties entered into on commercial basis in [he interest of the Company and approved by the Board and status of outs landing balances as on 31st March, 2015:

Amount in Rs.

Name of Related Party YEAR ENDED

31ST MARCH, 31ST MARCH, 2016 2015

Holding Company

Kamat Hotels (India) Ltd

Royalty Income

Interest Paid

Amount Receivable - year end balance

Unsecured Loan Received

Unsecured Loan Repaid

Interest Payable - year end balance

Amount Payable ~ year end balance Corporate Guarantee given to bankers for Credit Facility availed by Kamat Hotels (India) Ltd

3,612,983 3,039,054

9,959,130 9,513,354

1,727,221 889,743

122,966,000

40,200,000

17,525,236 8,562,019

82,766,000 82,766,000 3,858,300,000 3,858,300,000

19 There were no amounts due and remaining unpaid to suppliers covered under Micro, Small & Medium Enterprises Development Act, 2006 (MSM Act) on account of principal and/or interest as at the close of the financial year. This disclosure is based on the information avallabte with the Company regarding the status of the suppliers as defined under the MSM Act, 2006.

20 Additional Information: Amount in Rs. YEAR ENDED

31ST MARCH, 31ST MARCH, Particulars 2016 2015

a) Value of Imports (C.I.F. Value); Nil Nil b) Expenditure in Foreign Currencies: (on accrual basis) Nil Nil C) Earning in foreign exchange: Nil Nil d)' Number of non-resident shareholders: Nil Nil

e) Information on other matters as reqalred in Part I and Part II of Schedule III to the.Companies Act, 2013 nol been given as the relevant matters were not applic i:5'le to the Company and I or did not exist during the year. .

the board of directors of S PALACE PRIVATE LIMITED

Dr. VIT LV. KAMAT G,N.SHENOY irector Director

; 00195341 DIN: 00591171 Mumbai: 18th May, 2016

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