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Apollo Sindoori Hotels Limited

Contents Page

Notice to the Members 1

Chairman’s Message 6

Director's Report 8

Compliance Certificate 12

Auditor's Report 15

Balance Sheet as at 31.03.2012 20

Profit & Loss Account for the 21year ended 31.03.2012

Schedules forming part of the 22Balance Sheet and Profit & Loss Account

Cash Flow Statement 40


Corporate Information

Chairman

Managing Director

Directors

Vice President (Opns)

Vice President (Admn.)

General Manager (Opns)

Bankers

Auditors

Registrars & Share Transfer Agents

Registered & Corporate Office

Travels Division

P. Vijayakumar Reddy

Sucharitha Reddy

Dr. Prathap C. Reddy

Suneeta Reddy

S.T. Nithyanandam

C. Natarajan

HDFC Bank Ltd., Dr.Radha Krishnan Salai

Indian Bank, Nungambakkam

Axis Bank Ltd. Dr.Radha Krishnan Salai

R. Subramanian and Company

Chartered Accountants

New No.6, (36), Krishnaswamy Avenue

Luz, Mylapore, Chennai – 600 004

M/s.Cameo Corporate Services Limited

“Subramanian Building”, V Floor

No.1, Club House Road

Chennai – 600 002

Apollo Sindoori Hotels Ltd.

19-B, Anugraha Apartments

41, Uthamar Gandhi Salai

Nungambakkam, Chennai – 600 034

The Sindoori Travels

19-B, Anugraha Apartments

41, Uthamar Gandhi Salai

Nungambakkam, Chennai – 600 034

Sindoori ReddyV.J. Chacko

Suresh R. Madhok

G. VenkatramanGeorge Eapen

Srilatha Reddy

Shobana Kamineni

NOTICE TO THE MEMBERS

ORDINARY BUSINESS:

Dear Shareholder(s),

Notice is herepby given that the Fourteenth Annual General Meeting of the Shareholders of th

Apollo Sindoori Hotels Limited will be held at 3.00 pm on Thursday the 9 August 2012 at

Narada Gana Sabha – Mini Hall 314, T.T.K. Road, Alwarpet, Chennai-600 018, to transact the

following business:

st1) To receive, consider and adopt the Audited Balance Sheet as at 31 March

st2012, Profit and Loss Account for the year ended 31 March 2012 and the

Report of the Board of Directors and the Auditors thereon.

2) To declare dividend of 25% on equity shares.

3) To appoint a director in place of Mrs. Sindoori Reddy, Director who retires by

rotation and being eligible offers herself for reappointment.

4) To appoint a director in place of Mrs. Suneeta Reddy, Director who retires

by rotation and being eligible offers herself for reappointment.

5) To appoint a director in place of Mr. George EapenDirector who retires by

rotation and being eligible offers himself for reappointment.

6) To appoint auditors of the Company and to fix their remuneration

RESOLVED THAT M/s. R. Subramanian & Co., Chartered Accountants, be and are hereby re-

appointed as auditors of the company from the conclusion of this Annual General Meeting until

the conclusion of next Annual General Meeting of the Company on such remuneration as may be

decided on mutual consent and advise of the Board.

By Order of the Board,For Apollo Sindoori Hotels Limited

Sucharitha ReddyManaging Director

Place: ChennaiDate: 22.05.2012


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NOTES:1. A MEMBER ENTITLED TO ATTEND AND VOTE AT THE ANNUAL GENERAL

MEETING IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE

INSTEAD OF HIMSELF AND THE PROXY NEED NOT BE A MEMBER OF THE

COMPANY. THE INSTRUMENT APPOINTING PROXY SHOULD, HOWEVER,

BE LODGED AT THE REGISTERED OFFICE OF THE COMPANY NOT LESS

THAN FORTY-EIGHT HOURS BEFORE COMMENCEMENT OF THE MEETING.

2. Corporate Members intending to send their authorized representatives to attend the

Meeting are requested to send a certified copy of the Board Resolution authorizing their

representative to attend and vote on their behalf at the Meeting.

3. The Registrar of Members and Share Transfer Books of the Company will be closed rd thfrom Friday 3 August 2012 to Thursday 9 August 2012 (both days inclusive)

4. Dividend on Equity Shares if declared at the Annual General Meeting will be paid on or thafter 9 August 2012 to those persons or their mandates.

rd(a) Whose names appear as Beneficial Owners as at the end of the business hours on 3

August 2012 in the list of Beneficial Owners to be furnished by National Securities

Depository Limited and Central Depository Services (India) Limited in respect of the

shares held on electronic form; and

(b) Whose names appear as Registrar of members as at the end of the business hours on rd3 August 2012.

5. Members are requested to bring their copy of the Annual Report to the Meeting.

6. Members are requested to bring the Attendance Slip and hand it over at the entrance

duly signed by them.

7. Members who hold Shares in dematerialized form are requested to write their client ID

and DP ID Numbers and those who hold shares in physical form are requested to write

their folio no. in the attendance slip for attending the Meeting.

8. In case of Joint holders attending the Meeting, only such joint holder who is higher in

the order of names will be entitled to vote.

9. Securities and Exchange Board of India (SEBI), vide circular No. MRD/DoP/Cir-

05/2009 dated May 20, 2009, has informed that in respect of Securities Market

transactions and off-market/private transaction involving transfer of shares in physical

form of listed companies, it shall be mandatory for the transferees to furnish copy of

2


PAN card to the Company/Registrars and Transfer Agents for registration of such

transfer of shares. In view of the above circular dated 20-05-2009, all requests for

transfer of shares received after 20.05.2009 will be processed only if the requests are

accompanied by a copy of the PAN card.

10. Pursuant to the provisions of Section 205A of the Companies Act, as amended, read

with Investor Education and Protection Fund (Awareness and Protection of Investors)

Rules 2001, dividend which remain unpaid or unclaimed for a period of 7years will be

transferred to the investor Education and Protection Fund of the Central Government,

shareholders/investors who have not encashed the dividend warrant(s) so far are

requested to make their claim to the Company's Registrar and Transfer Agent, Cameo

Corporate Services Limited, Subramanian Building, No.1, Club House Road, Chennai

- 600 002. Shareholders are requested to please note that once the unclaimed dividend

is transferred to the Investor Education and Protection Fund, no claim shall be in respect

there of.

The particulars of due dates for transfer of such unclaimed dividend to Investor Education

and Protection Fund are furnished below:

INFORMATION ABOUT DIRECTORS SEEKING APPOINTMENT/RE-

APPOINTMENT IN THIS ANNUAL GENERAL MEETING IN RESPECT OF

RESOLUTION NO.3, 4 AND 5 ABOVE

(In accordance with Clause 49 VI of the Listing Agreement)

Item No.3Mrs.Sindoori Reddy, who is holding the Directorship of the Company from 24..07.2006. She is

an alumnus of Pepperdine University, California, USA., having graduated in International

Business and Finance. She has good exposure in Strategic planning, Human Relations and

Marketing by working in strategic positions with MNC’s and International Finance

Organisations including International Finance Corporation Division of the World Bank and

Merrill Lynch. Your Company should benefit considerably by her involvement.

Financial Year Date of Declarationof Divided

Date of Transfer to SpecialAccount/Unclaimed Account

Date of Transfer to IEPF

2008 - 2009

2009 - 2010

2010 - 2011

26.08.2009

26.07.2010

22.07.2011

26.09.2009

26.08.2010

22.08.2011

25.09.2016

26.08.2017

22.08.2018

3


Item No.4A member of the founding family, Mrs.Suneeta Reddy had joined the Apollo Hospitals Group in

1989. As the Executive Director-Finance, she was instrumental in taking the organization to the

international equity markets through a successful GDR and subsequently bringing the First

Foreign Direct Investment into Healthcare in India.

Her pioneering spirit and foresight has guided Apollo's emergence as a formidable financially

sound hospital enterprise. Managing a dual responsibility of Global Projects, over the course of

years, she led Apollo's Greenfield Hospital projects, introduced the management of hospitals as

a business models in India and was pivotal to growing the organization's footprint. On the

milestone 200th Board Meeting of Apollo Hospitals Enterprise Limited, she was elevated to the

position of Joint Managing Director. Mrs. Suneeta Reddy's financial acumen has been the key

factor in the group's dramatic growth and profitability. Her insights have played a pivotal role in

encouraging medical value travelers to Apollo Hospitals and to India at large. With a guiding

principle to align Apollo's growth strategy in keeping with the needs of the nation, she led the

Apollo Reach Hospitals model to fruition. Commended by World Bank, it is an innovation

redefining both healthcare and healthcare design as it takes quality care to the soul of India, its

villages. With a firm belief that Apollo would need to create an environment to encourage

reverse brain drain, she has continuously developed business viability models to facilitate the

introduction of advanced medical technologies like the CyberKnife, Novalis TX and more

recently an Institute for Robotic Surgery. These endeavours have helped to benchmark Indian

healthcare amongst the best in the world.

Apollo Hospitals is on the high-growth path and has diversifications planned to newer verticals

like Health Education, sunrise vistas like Healthcare IT and a greater impetus on Medical Value

Travel and Global expansions. At this point in time, Mrs. Suneeta's financial acumen will play a

pivotal role in taking the group to the next inflection point. As the Jt. Managing Director, her

primary focus is on Corporate Strategy, Corporate Funding and in strengthening Apollo

Hospitals' domestic and global footprint.

Mrs. Suneeta is a Director on the Board of Apollo Munich-Re Health Insurance Company Ltd

and she also serves on the Board of several Apollo Hospitals' Group companies. Through her

close involvement, effort and patience, she has guided these companies on a path of growth and

profitability. She is also the Chairperson of Aircel Cellular Ltd. Committed to the well-being of

not just the patients, but the society as a whole, Mrs. Suneeta Reddy has passionately supported

4


the group's social initiatives - SACHI, SAHI, CURE and DISHA with an aim to reach out and

provide healthcare to the underprivileged. Extremely fond of young children, she supports the

treatment of the financially challenged patients ailing with Thalassemia.

A key influencer in the Indian healthcare industry, Ms. Reddy is a widely recognized for her

contributions and has held leadership positions including Co-Chairperson of Healthcare Sub

Committee - Confederation of Indian Industry (CII) and is a member in National Committee on

Healthcare. She is also a member of the Harvard Business School India Advisory Board (IAB).

Mrs. Suneeta Reddy received her Bachelor of Arts degree in Public Relations, Economics and

Marketing from Stella Maris College in Chennai. She holds a Diploma in Financial

Management from the Institute of Financial Management and Research, Chennai and has

completed the Owner / President Management Program at Harvard Business School (HBS),

Boston, USA.

Item No.5

Mr. George Eapen is about 20 years of experience as a highly qualified professional in the hotel

industry, he began his career with the ITC Welcome group, serving in various management

categories including GM of several ITC Welcome group hotels in the country. He is known for

his expertise in the field of operations, marketing, Front Office Management and Food and

Beverages. He then moved to the healthcare industry and has behind him nearly two decades of

experience in setting up and running hospital while heading the Chennai division of the Apollo

Hospitals Group as CEO, including Apollo First Med Hospitals, Apollo Clinics and Apollo

Heart Centre. He is recognized internationally for his contribution to Medical Tourism in India

and domestic marketing in healthcare. He led the management team in securing the JCI and

NABH Accreditations for Apollo Hospitals, Chennai. Currently, he is consultant for healthcare

and hospitality services, on assignment hospital of the Apollo Hospitals Group.

By Order of the Board,For Apollo Sindoori Hotels Limited

Sucharitha Reddy Managing Director

Place: ChennaiDate: 22.05.2012

5

CHAIRMAN’S MESSAGE

Dear Shareholders of the Apollo Sindoori Family,

On behalf of the Board of Directors and on my own, I welcome you all this Fourteenth Annual

General Meeting of your Company. Thank you for your kind presence here today.

Your Company has been a forerunner in offering hospitality services with a difference! A

preferred choice for outsourcing of services, Your Company is striding ahead on a profitable

growth path and is focused on creating greater value and satisfaction for its clients, shareholders

and employees.

Today, before I elaborate on Your Company's performance, I would urge you to bear in mind that

India has been faced with a very challenging economic environment and despite that Your

Company has achieved remarkable growth and is very optimistic about the business prospects

for the future.

The Annual Report of Your Company is in your hands and you must be pleased to note that your

Company's turnover has gone up from `48.33 crores to `59.00 crores, representing a healthy

growth of 22 percent.

As you would have also noted the profit from for the financial year 2011-12 stands at `231.36

Lacs as compared to ̀ 205.64 Lacs for the financial year 2010-11, registering a growth of 12.5%

over last year. Your Company has achieved Profit after Tax of ̀ 145.67 Lacs as compared to

` 134.22 Lacs for the last year, indicative of a PAT growth of 8.6 percent.

This remarkable success in business has been achieved despite an overall inflation of 17 percent

and pleased with the performance, Your Directors have therefore recommended a dividend of 25

percent on the paid up capital for the financial year 2011-2012. The Board has recommended a st

dividend of 25% on the equity shares of the Company for the year ended 31 March 2012

aggregating to ̀ 32.50 lacs

Before I move ahead, I would take a moment to dwell upon the outlook for our industry's

scenario and the emerging market dynamics.

Over the years, the worldwide volume of tourism has increased phenomenally. As a sector,

tourism contributes significantly to the GDP of a nation and can be the driver of economic

growth and development. India's tourism potential is immense as we are a nation with exquisite

locations, have a diverse culture and a rich variety of traditional arts and crafts, foods and

customs.


6


Moreover, now our rich talent pool of highly skilled doctors and the presence contemporary

medical technologies is helping India emerge as a preferred medical destination too. Hospitals

and allied businesses are witnessing unprecedented growth and this bodes well for our company.

Since 2010, Your Company has seen appreciable growth from the Catering Services business. In

the least year, Your Company has achieved over fifty percent growth in Food & Beverages and

Catering Services.

Cognizant of this growth and market opportunities on the anvil, Your Directors have decided to

focus further on Catering Services to various industries, hospitals and institution. Furthermore,

your directors have also decided to focus on new restaurants and hotels and businesses related to

travel.

The overall strategy of your Company will be driven by its strengths and competencies. I believe

that innovative services and a balanced implementation of our marketing strategies will allow us

to achieve robust growth and I am expecting a stronger year ahead.

The Company will stay ahead of the curve in offering contemporary services, stay flexible and

agile while being continuously conscious of costs and these will be Your Company's mantras to

succeed despite economic downturns and enhanced competition.

Employees contribute in achieving the goal of the Company and to keep them geared up,

periodical training programs are carried out to meet challenges and towards providing

superlative services to the best of customer satisfaction.

Before I close my address today, for and on behalf of Board of Directors, I would express

appreciation to our stakeholders – our clients for reposing their faith in us, employees whom we

recognize as our core asset for their enthusiasm, and commitment, the management team for

efficiently steering the company's resources, all Government Authorities for their valuable

assistance and co-operation and you, our shareholders for your continued support to the

endeavors of the company.

Your faith and confidence inspires us to scale newer heights of excellence and service.

Thank you once again.

With Warm Regards,

Chairman

7

Corporate Highlights

DIRECTORS REPORT

FINANCIAL RESULTS

Financial Review

Appropriation towards Dividend

Business Outlook

REPORT OF THE DIRECTORS FOR THE FINANCIAL YEAR ENDED 31.03.2012

Your Directors have pleasure in presenting the Fourteenth Annual Report together with the st

Audited Accounts of your Company for the year ended 31 March, 2012.

(Rupees in Lacs)

PARTICULARS Year ended Year ended

31.03.2012 31.03.2011

Sale and Other Income 5900.37 4833.51

Profit before Extraordinary Items and Tax 231.36 205.64

Add: Extraordinary Items 32.61

Profit / (Loss) before Tax 231.36 238.25

Add/(less): Deferred Tax Asset 8.48 3.92

Less: Provision for Taxation 94.18 107.94

Profit / (Loss) after Tax 145.67 134.22

Your Board is happy to inform you all that Sales and other income for the financial year 2011-12 stands at ` 5900 Lacs as compared to ` 4833 Lacs for the financial year 2010-11 registering a growth of 22% over last year. In spite of difficult year for the economy in general, tight cash flow position, inflation, etc in particular, the profit from for the financial year 2011-12 stands at `231.36 Lacs as compared to ̀ 205.64 Lacs for the financial year 2010-11 registering a growth of 12.5% over last year. Your Company has achieved Profit after Tax of `145.67 Lacs as compares to ̀ 134.22 Lacs for last year registering a growth of 8.5%.

Looking at the financial performance for the year, your Board recommends a dividend of ̀ 2.50 st

(Rupees Two and Paisa Fifty Only) on each equity shares of the Company for the year ended 31 March 2012.

Your Company has achieved over fifty percent growth in Food & Beverages and Catering


8


Services. Looking and opportunities available in the market, your directors have decided to focus on Catering Services to various industries, hospitals and institution. Further your directors have also decided to focus on new restaurants and hotels and business related to travel. Your Company has already achieved PAN India presence and now we are looking for the opportunities in overseas market.

In terms of the provisions of Section 255 and 256 of the Companies Act, 1956 Mrs. Sindoori Reddy, Mrs. Suneeta Reddy and Mr. George Eapen directors of the Company retire by rotation at this Annual General Meeting as per the provisions of the Articles of Association of Company and being eligible offer themselves for re-election.

Your Company has constituted an Audit Committee of the Directors, though Company does not have mandatory requirement either under the provisions of Section 292A of the Companies Act 1956 or Clause 49 of the Listing Agreements. Audit Committee comprises of three Directors.

Internal Control systems and their adequacy are constantly reviewed by the Audit Committee at regular meetings. After discussing the adequacy and effectiveness of the existing systems and also after considering steps to be implemented to further improve the systems, such steps are implemented and constantly monitored by Audit Committee. Such continuing reviews make the system very effective.

Pursuant to Section 217 (2AA) of the Companies Act, 1956, The Board of Directors of the company hereby state and confirm that:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

b) The Directors have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true & fair view of the state of affairs of the company at the end of the

stfinancial year 31 March 2012 and of the Profit of the Company for that period.

c) The Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting frauds and irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

Directors

Audit Committee

Internal Control Systems & Their Adequacy

Directors' Responsibility Statement

9


Auditors

Fixed Deposits

Insurance

Listing

Corporate Governance

Secretarial Compliance

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

M/s R. Subramanian and Company, Chartered Accountants, Auditors of the Company hold office until the conclusion of this AGM. They are eligible for reappointment and have given their consent for re-appointment. Company has received a certificate under Section 224(1B) from the retiring auditors regarding their eligibility for re-appointment as the Company's Auditors for the year 2012-13.

The Board of Directors recommend the re appointment of M/s R. Subramanian and Company as the Auditors of the Company for 2012-2013 to hold office till the conclusion of the next AGM.

Company has not accepted any Deposits from the Public during the year under review.

All insurable interests of the Company including, buildings, furniture and fixtures and other insurable interest are adequately insured.

The shares of the company are listed on Madras Stock Exchange. The Company has paid annual Listing fees for the year 2012-13.

The provisions of clause 49 of the listing agreement is not applicable as the paid up share capital of Company is less than Rupees Three Crores as per circular of SEBI bearing number

thSEBI/MRD/SE/31/2003/26/08 dated 26 August 2003.

The Secretarial Compliance Report as required under the provisions of Section 383A of the Companies Act, 1956 is annexed.

The Company has taken adequate measures to conserve energy and the Company believes that productivity from all its workforce can be achieved with interface of latest technology. Various steps have been taken to reduce consumption of electrical energy by improved Catering services and monitoring the use of equipment etc.

The Company is not an industrial undertaking in terms of Section 217(1)(e) of the Companies Act, 1956 read along with Companies (Disclosure of particulars in the report of Board of Directors) 1988 and hence, particulars regarding conservation of energy, technology absorption and adoption are not applicable and hence same has not been provided.

There are no foreign exchange earnings or outgo during this period.

10


Particulars of Employees under Section 217(2A) of the Companies Act, 1956

Industrial Relations and Human Resource

Acknowledgement

None of the employees of the Company were in receipt of remuneration, which in aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956 and Rules made thereon under Companies (Particulars of Employees) Rules 1975 for the year.

The Company has about 2600 employees in its roll. Since employees contribute in achieving the goal of the Company, periodical training programs are carried out to meet the challenges in providing services to the best of Customer Satisfaction.

Human Relations continued to remain Cordial throughout the year.

Your Company & Directors wish to extend their sincere thanks to the Investors, Bankers, Customers, Business Associates, Suppliers and Government for their continuous co-operation and assistance. Directors would like to place on record their deep sense of appreciation and thanks to all the Government Authorities, Shareholders for their valuable assistance, support and co-operation, and look forward to the same in the years to come.

The Directors also extend a special word of thanks to the inspired staff of the Company but for whose unstinted efforts the Company could not have achieved results of such positive growth.

For and on Behalf of Board of Directors,

Sucharitha Reddy V.J.Chacko Managing Director Director

Place: Chennai Date:22.05.2012

11

Compliance Certificate

Registration No. 18-41360

Authorized Capital: Rs. 5,00,00,000/-

To,

The Members,

M/s. APOLLO SINDOORI HOTELS LIMITED

We have examined the registers, records, books and papers of M/s. APOLLO SINDOORI HOTELS LIMITED (the Company) as required to be maintained under the Companies Act, 1956, (the Act) and the rules made there under and also the provisions contained in the

st Memorandum and Articles of Association of the Company for the financial year ended on 31March, 2012. In our opinion and to the best of our information and according to the examinations carried out by us, information, explanations and declarations furnished to us by the company, its officers and agents, we certify that in respect of the aforesaid financial year: -

1. The company had kept and maintained registers as stated in Annexure `A' to this certificate, as per the provisions and the rules made there under and all entries therein have been recorded.

2. The company had filed forms and returns as stated in Annexure ̀ B' with the Registrar of Companies during the financial year under review within the time given in the said annexure.

3. The company being a public limited company the applicability of Section 3(1)(iii) does not arise.

4. The Board of Directors met 4 (FOUR) times on 30.05.2011, 19.08.2011, 29.10.2011 and 06.02.2012 in respect of which meetings the proceedings were recorded and signed in the Minutes Book maintained for the purpose.

5. The company closed its Register of Members from 19.07.2011 to 22.07.2011 and complied with the provisions of Section 154 of the Act.

6. The annual general meeting of the company for the financial year ended on 31.03.2011 was held on 22.07.2011 and the resolutions passed thereat were recorded in Minutes Book maintained for the purpose.

7. No Extra- ordinary meeting was held during the financial year under review.

8. As per the information and explanation given by the management, the company has not issued corporate guarantee to its associate referred under section 295 of the Act during the financial year under review

9. As per the information, explanation and declaration furnished by the management, the

12


company has entered into a contract for which the provisions of section 297 of the Act are applicable during the financial year under review, and the central government approval required for the same was obtained.

10. The company had made necessary entries in the register maintained under section 301 of the Act.

11. In the opinion of the management, as there was no instance falling within the purview of section 314 of the Companies Act, 1956, the question of obtaining any approval from the Board of Directors, members, Central Government during the financial year under review does not arise.

12. The Board of Directors had not received any requests for approval of issue of duplicate share certificates during the financial year under review.

13. The Company, during the financial year under review, had:

(i) Not made any allotment of securities and has not received any request for transfer and transmission.

(ii) Deposited the amount of dividend in a separate Bank Account which is within five days from the date of declaration of such dividend.

(iii) paid/posted warrants/cheques for dividends to all the members within a period of 30 (Thirty) days from the date of declaration and that all unclaimed/unpaid dividend has been transferred to Unpaid Dividend Account of the Company.

(iv) No unpaid dividend, matured deposits, matured debentures and the interest accrued thereon, which has remained unclaimed or unpaid for more than seven years to be transferred to Investor Education and Protection Fund.

(v) Generally complied with the requirements of section 217 of the Act.

14. The Board of Directors of the company is generally well constituted, and no appointment of, alternate directors and directors to fill casual vacancy etc have been made.

15. The company has not appointed any Managing Director or Whole Time Director or Manager during the financial year under review.

16. The Company had not made any appointment of sole-selling agents during the financial year under review.

18. The directors have disclosed their interest in other firms/companies to the Board of Directors pursuant to the provisions of the Act and the rules made there under.

19. The company had not made any issue of shares/debentures/other securities during the financial year under review.

20. The company had not bought back shares during the financial year under review.

21. The company had not issued any Preference Shares/ debentures, hence the question of redeeming any preference shares / debentures does not arise.


22. During the financial year under review the company had not kept in abeyance right to dividend, rights shares and bonus shares pending registration of transfer of shares.

23. The company had not accepted any deposits including unsecured loan from the public and outsiders and hence the question of complying with the provisions of Sections 58A and 58AA read with Companies (Acceptance of Deposit) Rules, 1975, does not arise.

24. The amount borrowed by the company from the bank under the financial year under review are within the borrowing limits and the necessary resolutions as per Sec.293 (1) (d) of the Companies Act, 1956 have been passed in duly convened Annual General Meeting

25. The company has given guarantee, during the financial year under review, in favour of a body corporate and has made investments in Government Securities.

26. The company had not altered the provisions of the memorandum with respect to situation of the company's registered office from one state to another during the financial year under review.

27. The company had not altered the provisions of the memorandum with respect to the objects of the company during the financial year under review.

28. The company had not altered the provisions of the memorandum with respect to name of the company during the financial year under review.

29. The company had not altered the provisions of the memorandum with respect to share capital of the company during the financial year under review.

30. The company had not altered its articles of association during the financial year under review.

31. As per the information, explanations and declaration given by the management, no prosecution had been initiated against the Company or no show cause notices had been received by the company for any alleged offences under the Act and consequently the question of fine or penalties does not arise.

32. The company had not received any security deposits from its employees pursuant to the provisions of Section 417(1) of the Act during the year under certification.

33. The Company has generally been regular in depositing both employer's and employee's contribution to Provident Fund with prescribed authorities pursuant to the provisions of Section 418 of the Companies Act, 1956.

Place: ChennaiDate: 22-05-2012

Signature :

Name of Company Secretary: PS SRINIVASAN

LAKSHMI SUBRAMANIAN ASSOCIATES

C. P. No. : 3122


Annexure A

Registers as maintained by the Company

1. Register of Members u/s 150 of the Companies Act, 1956 (Computerized)

2. Register of Transfers (Computerized)

3. Register of Debenture holders u/s 152 of the Companies Act, 1956

4. Register of Investment u/s 372 A of the Companies Act, 1956

5. Register of Directors u/s 303 of the Companies Act, 1956

6. Register of charges u/s 143 of the Companies Act, 1956

7. Register of Directors Shareholdings 307 of the Companies Act, 1956

8. Register of Contracts, Companies and Firms in which Directors of the Company are

interested u/s 301 of the Companies Act, 1956

9. Minutes of the Annual General Meeting/Extra Ordinary General Meeting & Board

Meetings u/s 193 of the Companies Act, 1956

Annexure B

Forms and Returns as filed by the Company with the Registrar of Companies, during the financial year ending on 31st March 2012

Name of the Document Date of Event Date of filing Due Date Remarks

From 8 19.04.2011 16.05.2011 18.05.2011 In Time

Form 23 22.07.2011 20.09.2011 20..08.2011 Belatedly

Form 32 21.08.2010 23.06.2011 19.09.2010 Belatedly

Form 32 14.02.2011 04.07.2011 11.03.2011 Belatedly

Form 32 26.07.2010 04.07.2011 25.08.2010 Belatedly

Form 23 10.08.2010 23.06.2011 09.09.2010 Belatedly

Form 25C 21.08.2010 23.06.2011 20.09.2010 Belatedly

Form 20B Annual Return 22.07.2011 20.09.2011 20.09.2011 In Time

Form 23 AC& ACA Balance Sheet 31.03.2011 31.12.2011 31.12.2011 In Time

Form 66 Compliance Certificate 22.07.2011 31.12.2011 21.08.2011 Belatedly

14



AUDITORS REPORT

Report of the Auditors to the Members of Apollo Sindoori Hotels Limited

1) We have audited the attached Balance Sheet of Apollo Sindoori Hotels Limited as at

31st March 2012, the Statement of Profit and Loss 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.

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 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 (Auditors Report) Order, 2003 issued by the

Central Government of India in terms of Section 227(4A) 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 to the extent they are applicable to the

company.

4) Further to our comments in the annexure referred to above, we report that:

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 it appears from our examination of such books.

c) The Balance Sheet and Profit and loss account referred to in this report are in

agreement with the books of account produced.

5) On the basis of written representations received from directors and taken on record by st

Board of Directors, we report that none of the director is disqualified as on 31 March

2012 from being appointed as director in terms of clause (g) of sub-section (1) Section

274 of the Companies Act 1956

15

6) Attention is invited to the following:-

Note No. 16 regarding impairment of assets based on the valuation adopted by the

company pending out come of arbitration which involves certain claims towards the

compensation loss / diminution in value of certain assets in respect of erstwhile /

leased premises. The additional provision if any required to be made on account of

impairment of assets consequent to the arbitrator award is not ascertainable at this

stage and not provided for and accordingly the impact if any is also not ascertainable.

7) In our opinion and to the best of our information and according to the explanations given

to us the sa id accounts read toge ther wi th the no tes thereon

and schedules attached thereto, subject to observation in para 6 above give the

information required by the Companies Act1956, in the manner so required and give a

true and fair view, in conformity with the accounting principles generally accepted in

India. sti) In the case of the Balance Sheet, of the state of affairs of the company as at 31

March 2012;

ii) In the case of Statement of Profit and loss of the profit for the year ended on that

date; and

iii) In the case of Cash flow statement of the cash flows for the year ended on that

date.

For R.Subramanian and Company

Chartered Accountants Firm No 004137S

R.RajaramPlace: Chennai PartnerDate:22.05.2012 M.No.25210


16

Annexure Referred To In Paragraph 3 Of Our Report Of Even Date: I. a. The Company is maintaining records which are in the process of being updated

full particulars, including quantitative details and situation of fixed

assets

b. Fixed Assets were physically verified during the year by the management, in

accordance with a programme of verification, which in our opinion provides for

physical verification of all the fixed assets at reasonable intervals. As per the

information made available to us no material discrepancies have been noticed on

such verification.

c. Substantial part of the fixed assets has not been disposed off during the year affecting

going-concern.

ii. a. Physical verification of Inventory has been conducted at reasonable intervals by the

management.

b. The procedures of Physical verification of inventory followed by the management are

reasonable and adequate in relation to the size of the company and the nature of its

business.

c. Proper records of inventory have been maintained by the company and material

discrepancies noticed on Physical verification have been properly dealt with in the

books of the company.

iii. During the year, the company has not availed any loan from companies listed in the

Register maintained under section 301 of the Companies Act, 1956.

iv. During the year, the company has not granted Loans to companies,

Firms or other parties listed in the Register maintained under section 301 of the

Companies Act, 1956.

v. In our opinion and according to the information and explanations given to us, internal

control procedures need to be strengthened commensurate with the size of the

company and the nature of its business for the purchase of Fixed Assets and for the

rendering of services. During the course of audit, we have not observed any

continuing failure to correct major weakness in Internal Control.


17

vi. a. The particulars of contracts or arrangements referred to section 301 of the Companies

Act have been entered in the register required to be maintained under that section.

b. The transactions made in pursuance of such contracts or arrangements exceeding Rs

five lacs have been made at prices which are reasonable having regard to the

prevailing market prices at the relevant time.

vii. The company has not accepted any fixed deposits from the public during the year

requiring compliance of provisions of Section 58 A and 58 AA or any other relevant

provisions of the Companies Act 1956.

viii. The Company has an internal audit system commensurate with the size and the

nature of business.

ix. The Central Government has not prescribed the Maintenance of Cost records under

Section 209(1) (d) of the companies act, 1956 for any of the products of the company.

x. a. According to the information and explanations given to us, the company has been

depositing undisputed statutory dues including Employees Provident fund,

Employees' State Insurance, Investor protection fund, Income tax, sales tax, wealth

tax, and any other statutory dues with the appropriate authorities during the year.

However delay have been observed in payment of Employees Provident fund,

Employees state insurance, tax deducted at source, Service Tax and Investor protection

fund on certain months.

b. According to the information and explanations given to us, no undisputed amounts

payable in respect of income tax, service tax were in arrears as at 31.03.2012 for a

period of more than six months from the date they became payable.

c. According to the information and explanations given to us, the following are the dues

in respect of Income tax have not been deposited on account of dispute.

Sl No Nature of dues Forum Where Disputed Amount Unpaid ̀ in lakhs

I In come Tax The Income tax Appellate Tribunal 13.93

xi. The Company does not have accumulated losses and has not incurred Cash loss

during current year and in the immediately preceding financial year.

xii. The Company has not defaulted in the repayment of dues to Debenture

holders, financial institution or bank.

18


xiii. The Company has not granted any loan or advance on the basis of Security by way

of pledge of shares, Debentures and other securities.

xiv. The provisions of Special Statute relating to Chit fund/Nidhi are not applicable to this

company.

xv. The Company is not dealing in or trading in shares, securities, debentures and other

Investments.

xvi. In our opinion and according to the information and explanations given to us the

Company has given guarantee during the year for ` 280 lacs for loans taken by

others from banks and financial institutions during the financial year.

xvii. To the best of our knowledge and belief and according to the information and

explanation given to us, no term loan was availed by the company during the current

year.

xviii. According to the Cash flow statement and other records examined by us and based

on the information and explanations given to us, on an overall basis, funds raised on

short term basis have not been used for Long term Investment.

xix. During the year Company has not made any preferential allotment of shares to

parties and companies covered in the register maintained under section 301 of the

Companies Act 1956.

xx. No debentures have been issued by the Company during the year.

xxi. The Company has not raised any money by way of Public issue during the year.

xxii. To the best of our knowledge and according to information and explanations

given to us, no fraud on or by the company was noticed or reported during the

financial year that causes the financial statements to be materially misstated.

For R.Subramanian and Company Chartered Accountants

Firm No 004137S

R.RajaramPlace: Chennai PartnerDate: 22.05.2012 M.No.25210


19

PARTICULARS ` `

(1) Shareholder's Funds(a) Share Capital 3 13,002,000 13,002,000(b) Reserves and Surplus 4 94,939,648 84,150,427

(2) Share application money pending allotment(3) Non-Current Liabilities

(a) Long-term borrowings 5 300,876 856,139(b) Other Long term Liability 6 4,013,755 4,013,755(c) Long term provisions 7 22,899,625 20,176,959

(4) Current Liabilities(a) Short-term borrowings 8 22,567,252 -(b) Trade Payables 9 12,016,211 8,651,769(c) Other current liabilities 10 49,742,993 48,063,186(d) Short-term provisions 11 14,958,907 15,210,608Total 234,441,267 194,124,843

(1) Non-current assets(a) Fixed assets 12

(i) Tangible assets 7,432,705 5,290,684 (ii) Intangible assets - -

(b) Non-current investments 13 371,160 311,300(c) Deferred tax assets (net) 14 8,139,467 7,290,892(d) Long term loans and advances 15 8,076,012 6,647,267(e) Other Non-Current Asset 16 32,250,684 49,285,448

(2) Current assets(a) Current Investment 17 31,000 10,000(b) Inventory 18 1,841,803 1,926,579(c)Trade Receivables 19 142,909,371 91,167,641(d) Cash and Bank Balances 20 10,246,282 12,038,313(e) Short-term loans and advances 21 15,.651,455 13,856,719(f) Other current assets 22 7,491,328 6,300,000Total 234,441,267 194,124,843

Significant Accounting Policies and Notes on Accounts 1 to 37

Note 31-03-2012 31-03-2011

I. EQUITY AND LIABILITIES

II.Assets

BALANCE SHEET AS AT 31st MARCH 2012

The schedules referred to above and the notes thereon form an integral partof the Balance Sheet. This is the Balance Sheet referred to in our report of even date

For Apollo Sindoori Hotels Ltd.,

R. Subramanian and CompanyChartered Accountants

R. Rajaram Partner


V.J. Chacko

Director

G. Venkatraman

DirectorPlace: ChennaiDate : 22.05.2012


20


Statement of Profit and Loss for the year ended 31st March, 2012


PARTICULARS ` `

Revenue from operations 23 588,856,524 482,367,893 Other Income 24 1,181,471 984,099 Total Income 590,037,995 483,351,991

Consumption of Provisions & Stores 25 86,751,645 56,798,719Purchase of tickets 136,559,771 126,345,146Employee benefit expense 26 289,215,660 242,411,265Finance Cost 27 890,864 65,934Depreciation and amortization expense 12 1,385,723 1,540,633Other expenses 28 52,097,334 35,626,118Total Expenses 566,900,997 462,787,815

items and tax(III-IV) 23,136,998 20,564,176VI Exceptional Items - -VII Profit before extraordinary items and tax (V - VI) 23,136,998 20,564,176VIII Add: Extraordinary Items (net of tax) - 3,261,091

23,136,998 23,825,268X Tax expense: (1) Current tax 9,418,540 10,794,526 (2) Deferred tax (848,575) (391,861)XI Net Profit(Loss) for the period from continuing operations 14,567,033 13,422,602XII Profit/(Loss) from discontinuing operations - -XIII Tax expense of discounting operations - -XIV Net Profit/(Loss) from Discontinuing

operations (XII - XIII) - -(XI + XIV) 14,567,033 13,422,602

XVI Earning per equity share: Weighted average no. of shares outstanding during the period 1,300,200 1,300,200 Nominal Value per Equity Share 10 10 Earnings per share before extra-ordinary item - Basic & Diluted EPS 11.20 7.08 Earnings per share after extra-ordinary item - Basic & Diluted EPS 11.20 10.32

Note 31-03-2012 31-03-2011

III INCOME

IV EXPENDITURE

V Profit before exceptional and extraordinary

IX Profit before tax (VII - VIII)

XV Net Profit/(Loss) for the period

Significant Accounting Policies and Notes on Accounts 1 to 37 The schedules referred to above and the notes thereon form an integral part of theProfit & Loss Account. This is the Profit & Loss Account referred to in our report of even date



R. Rajaram Partner


V.J. Chacko

Director

G. Venkatraman

DirectorPlace: ChennaiDate : 22.05.2012

21

SIGNIFICANT ACCOUNTING POLICIES

1. BASIS OF PREPARATION

2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements are prepared and presented under the historical cost convention

in accordance with the Generally Accepted Accounting Principles (GAAP), and

provisions of the Companies Act, 1956 and accounting standards issued by the Institute

of Chartered Accountants of India (ICAI) as applicable.

a. INCOME RECOGNITIONIncome from various services rendered is recognised on the basis of contract between

the parties.Incase of letting of rooms on hire, income is recognised on time proportion basis.

b. INVENTORYStocks of provisions, stores and items are valued at cost

c. FIXED ASSETS AND DEPRECIATIONI) Fixed Assets are stated at cost. Depreciation on fixed assets other than Temporary

Partition is provided on pro-rata basis from the date of installation on straight line

method in accordance with Schedule XIV of the Companies Act, 1956.ii) Assets costing upto ̀ 5000/- are being depreciated fully in the year acquisition.

d. FOREIGN CURRENCY TRANSACTIONS:Transactions in foreign currencies are recorded at the exchange rates prevailing on the

date of the transaction. Monetary assets and liabilities denominated in foreign currency

are translated at rates of exchange on the balance sheet date. Exchange differences

arising on foreign currency transactions are recognised in the profit and loss account.

e. INVESTMENTSInvestments are classified as Long Term Investments and Current Investments and are

valued in accordance with Accounting Standards on 'Accounting for Investments' (AS-

13), issued by The Institute of Chartered Accountants of India. Current Investments are

carried at lower of cost and market value/NAV, computed individually. Long Term

Investments are stated at cost. Provision for diminution in the value of Long Term

Investments is made only if such decline is other than temporary in the opinion of the

management.


22


f. EMPLOYEE BENEFITS

(i)Short-term Employee Benefits

Short Term Employee Benefits for Services rendered by employees are

recognized dur ing the per iod when the services are rendered.

(ii)Post Employment Benefits

Defined Contribution PlanThe Company makes Provident fund contributions for qualifying employees.

Under the Provident Fund scheme, the Company is required to contribute a

specified percentage of payroll cost to the Employees Provident Fund

Scheme,1952 to fund the benefits. The interest as declared by the Government

from time to time accrues to the credit of the employees under the scheme.

Defined Benefit PlanThe Company makes annual contributions to the Employees' Group Gratuity-

cum-Life Assurance Scheme of an Insurer, a funded defined benefit plan for

qualifying employees. The scheme provides for lump sum payment to vested

employees at retirement, death while in employment or on termination of

employment. Liability for unavailed leave for qualifying employees is actuarially

valued and provided for but is not funded.

g. LEASES:

Finance leases, which effectively transfers substantially all the risks and benefits

incidental to ownership of the leased item, are capitalized at the lower of the fair value

and present value of the minimum lease payments at the inception of the lease and

disclosed as assets taken on lease. Lease payments are apportioned between the finance

charges and reduction of the lease liability based on the implicit interest rate or

incremental borrowing rate as applicable. Finance charges are charged directly against

income.

Lease payments under an operating lease, are recognized as an expense in the statement

of profit and loss on a straight line basis over the lease term.

23


h. EARNINGS PER SHARE

The Company reports basic and diluted earnings per equity share in accordance with

(AS) 20, Earnings Per Share issued by the Institute of Chartered Accountants of India.

Basic earnings per equity share has been computed by dividing net income by the

weighted average number of equity shares outstanding for the period. Diluted earnings

per equity share has been computed using the weighted average number of equity shares

and dilutive potential equity shares outstanding during the period.

I. ACCOUNTING FOR TAXES ON INCOME

Income tax expense is the aggregate amount of current tax and deferred tax charge.

Taxes on income are accrued in the same period as the Revenue and expenses to which

they relate. Current tax is determined in accordance with the Income Tax Act 1961, on

the amount of tax payable in respect of income for the year.

Deferred tax assets and liabilities are recognized for the future tax consequences of

temporary differences arising between the carrying value of assets and liabilities.

Deferred tax assets are recognized only after giving due consideration to prudence.

Deferred tax assets and liabilities are measured using tax rates and tax laws that have

been enacted (or) substantially enacted by the balance sheet date.

j. IMPAIRMENT OF ASSETS

An asset is treated as impaired when the carrying cost of such assets exceeds its

recoverable value. An impairment loss is charged to the Profit & Loss Account in the

year in which an asset is identified as impaired, after considering adjustment if any

already carried out.

K. PROVISION OF CONTINGENT LIABILITIES.

The Company creates a provision when there is a present obligation as a result of an

obligation/event that probably requires an outflow of resources and a reliable estimate

can be made of the amount of the obligation. A disclosure for contingent liability is

made when there is a possible obligation or a present obligation that may, but probably

will not, require immediate outflow of resources. When there is a possible obligation or

present obligation in respect of which the likelihood of outflow of resources is very

remote, no provision or disclosure is made.

24


stNotes to financial statements for the year ended 31 March 12

Shareholder's fund

SHARE CAPITALAuthorised Capital50,00,000 Equity shares of Rs.10/- each 50,000,000 50,000,000

Issued, Subscribed & Paid up Capital13,00,200 Equity shares of Rs.10/- each 13,002,000 13,002,000Total 13,002,000 13,002,000

Reconciliation of share outstanding at the beginning and at the end of the year.

Equity Shares No’s ` No’s `Shares outstanding at the beginning of the year 1,300,200 13,002,000 1,300,200 13,002,200Shares issued during the year at face value Rs.10/- - - - -Shares bought back during the year. - - - -Shares outstanding at the end of the year 1,300,200 13,002,000 1,300,200 13,002,200

Shareholders holding more than 5% sharesName of Equity Shareholder No’s % of holding No’s % of holding(Equity Shareholder holding more than 5 % of Equity share)Mr. Prathap C Reddy 183,630 14.12% 183,630 14.12%Mrs. Sucharitha P Reddy 172,130 13.24% 172,130 13.24%Mrs. Sangita Reddy 151,848 11.68% 151,848 11.68%M/s PCR Investments Limited 142,000 10.92% 142,000 10.92%Mrs. Vijayalakshmi S 122,309 9.41% 122,309 9.41%Mrs. Shobana Kamineni 79,086 6.08% 79,086 6.08%Total 851,003 65.45% 851,003 65.45%

` ` ` `

a. Capital ReserveOpening Balance 7,352,676 7,352,676(+) Current Year Transfer - -(-) Written Back in Current Year - -Closing Balance 7,352,676 7,352,676

b. General ReserveOpening Balance 5,742,000 4,742,000(+) Current Year Transfer 1,000,000 1,000,000(-) Written Back in Current Year -Closing Balance 6,742,000 5,742,000

c. Surplus P&L - Opening balance 71,055,751 62,423,525(+) Net Profit / (Loss) for the year 14,567,033 13,422,602(+) Transfer from Reserves - -(-) Transfer to General Reserve 1,000,000 1,000,000(-) Proposed Dividend - Equity 25% 3,250,500 3,250,500(-) Tax on Proposed Dividend 527,312 539,876Closing balance 80,844,972 71,055,751Total 94,939,648 84,150,427

Note 3:

Note 4:

31-03-2012

`

31-03-2011

`

25


LONG TERM BORROWINGS

Secured:

Long term Maturities of finance lease obligation (1) 300,876 856,139

(Secured by Hypothecation of vehicle)

Current Maturities of finance lease obligation `555,533

(PY-`499,415) shown under the head “Other current - -

liabilites" - (Note 10)

Total 300,876 856,139

(1) The Vehicle loan carries interest at the rate of

14% p.a and has to be repaid in 36 equal Installments

from the date of the loan viz, 05-October-2010.

OTHER LONG TERM LIABILITIES:

Security Deposit Collected 327,170 327,170

Electricity Charges Payable 3,686,585 3.686.585

Total 4,013,755

LONG TERM PROVISIONS:

Provision for Employee Benefits:

Provision for Leave Encashment 8,170,142 7,631,787

Provision for Gratuity 14,729,483 12,545,172

Total 22,899,625 20,176,959

SHORT TERM BORROWINGS:

Loan Repayable on Demand: (Secured)

Cash Credit with Bank (2) 22,567,252 -

Total 22,567,252 -

(2)The Cash credit facility is secured by exclusive

charge over Inventory, Trade Receivables and all the

fixed assets of the company.

TRADE PAYABLES:

Creditors for Operations 12,016,211 8,651,769

Total 12,016,211 8,651,769

Note 6:

Note 7:

Note 8:

Note 9:

4,013,755


31-03-2012 `

31-03-2011 `

26


Note 10:

Note 11:

Note 13:

OTHER CURRENT LIABILITIES

Creditors for Expenses 3,149,959 2,458,873

Current maturities of finance lease obligation 555,533 499,415

Balance with bank (Credit) 5,549,698 4,113,199

Statutory Dues 16,170,279 22,338,790

Employee Dues 17,178,750 10,315,945

Unclaimed Employee Dues 192,125 391,094Unpaid Dividend 699,468 178,724

Advance Receipts 135,091 170,760

Other liabilities 6,112,091 7,596,386

Total 49,742,993 48,063,186

SHORT TERM PROVISIONS:

Provision for Employee Benefits:

Provision for Bonus 8,700,000 7,050,000

Other Provisions:

Provision for Income Tax 1,974,562 3,863,699

Provision for Fringe Benefit Tax 506,532 506,532

Proposed Dividend 3,250,500 3,250,500

Dividend Tax Payable 527,312 539,877

Total 14,958,907 15,210,608

NON-CURRENT INVESTMENTS:

Investment in Equity Instruments:

Investment in Joint Venture:

At Cost, Unquoted, Trade

37,116 (29,030) equity shares of `10/each

fully paid up in Faber Sindoori 371,160 290,300

Management Services (P) Ltd

Investment in Government Securities:

At Cost, Unquoted, Non-Trade

Investment in NSC - 21,000

Total 371,160 311,300

stNotes to financial statements for the year ended 31 March 1231-03-2012

`31-03-2011

`

27

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Note 14:

Note 15:

Note 16:

DEFERRED TAX

Deferred Tax Assets:

Timing difference on depreciation of assets 255,453 339,479

Expenses allowable for tax purposes when paid 7,884,014 6,951,413

Gross Deferred tax asset (A) 8,139,467 7,290,892

Deferred Tax Liabilities:

Timing difference on depreciation of assets - -

Gross Deferred tax liability (B) - -

Net Deferred tax asset/(liability) 8,139,467 7,290,892

LONG TERM LOANS & ADVANCES

Security Deposits 8,076,012 6,647,267

(unsecured, considered good)

Total 8,076,012 6,647,267

OTHER NON-CURRENT ASSET

(Unsecured but considered good)

Assets Handed Over to Lessor (3) 5,150,684 5,150,684

Receivable on Sale of House-Keeping Business (4) 27,100,000 44,134,764

Total 32,250,684 49,285,448

(3) On 31.03.2005 the Board of Directors decided to discontinue the operations of the company's hotel business. The company's hotel business was carried out at the leased premises situated at 26/27, Poonamallee High Road owned by Central Hotels (P) Ltd (Lessor). As per the decision of the Board of Directors the leased premises wherein the hotel business was carried out was vacated and the building including amenities created by the company have been handed over to the lessor pending final settlement of dues. As per the mutual agreement reached with the lessor an inventory of assets handed over to the lessor have been taken and the valuation of assets was carried out by the valuers appointed by the company as well as the lessor. There has been considerable difference in the valuation by both the parties which could not be bridged even after a review, the amount is included as part of the total claim placed before the arbitrator as per the lease agreement. Pending finalization of the value of assets being taken over by the lessor and the ultimate settlement thereof through arbitration as per the lease agreement, the company has provided an impairment loss of ̀ 30,58,874/- in respect of the above s a i d assets, the WDV of the assets being `82,09,558 as on 31st March 2005. The net value of assets of `51,50,684/- after impairment is reflected under loans and advances pending arbitration proceedings in accordance with the lease agreements. No additional provision for impairment is considered necessary at this stage as management is hopeful of recovering the entire amount from the landlord of erstwhile hotel premises through arbitration.

(4) Represents amount receiveable on sale of House keeping business to Joint Venture Company Faber Sindoori Management Service Private Limited

Notes to financial statements for the year ended 31 March 1231-03-2012

`31-03-2011

`

29


Note 17:

Note 18:

Note 19:

CURRENT INVESTMENT

Investment in Government Securities:

At Cost, Unquoted, Non-Trade

Investment in NSC 31,000 10,000

Total 31,000 10,000

INVENTORY

(Valued at Cost)

Stock of Provision & Stores 1,841,803 1,926,579

Total 1,841,803 1,926,579

TRADE RECEIVABLES

(Unsecured Considered good)

From Related Parties (5)

- Outstanding for More than Six Months 88,993 -

- Others 110,935,331 73,221,394

From Others

- Outstanding for More than Six Months 1,075,907 -

- Others 30,808,140 17,946,247

Total 142,909,371 91,167,641

(5)Trade Receivables from Related Parties Include

Debts Due from:

Director - -

Officers of the Company - -

Company in which Director is a Director 4,185,464 -

Company in which Director is a Member - -

Firm in which Director is a partner - -

Notes to financial statements for the year ended 31 March 1231-03-2012

`31-03-2011

`

30



31-03-2012 `

31-03-2011 `

Note 20:

Note 21:

Note 22:

Note 23:

CASH AND BANK BALANCES:

Cash and Cash Equivalents

Cash on hand 1,197,638 1,078,307

Balance with Bank in Current a/c 6,184,900 8,402,118

Other Bank Balance

Balance with Bank in Dividend a/c 723,718 193,982

Balance with Bank in Deposit a/c* 2,040,026 2,363,906

(Including interest accrued)

Balance with Bank in Deposit a/c with more than

12 months maturity 100,000 -

* Under Lien to Bank towards Bank Guarantees

Total 10,246,282 12,038,313

SHORT TERM LOANS & ADVANCES

Other loans & advances

(Unsecured, considered good unless otherwise stated)Advances recoverable in Cash or in kind 11,972,500 11,837,894

Staff Advance 2,439,491 841,186

Prepaid Expenses 1,239,464 1,177,640

Total 15,651,455 13,856,719

OTHER CURRENT ASSETS

Unbilled Revenue 191,328 -

Claims Receivable 7,300,000 6,300,000

Total 7,491,328 6,300,000

REVENUE FROM OPERATIONS

Catering & Management Service:

Sale of Food & Beverage 160,741,834 106,942,454

Management Service Charges 270,162,768 231,761,965

Total (A) 430,904,603 338,704,420

31



` 31-03-2011

`Travel Services:

Sale of Tickets 140,490,039 131,993,098

Service Charges on Sale of Tickets 2,676,123 2,935,545

Car Rental Service 3,205,927 3,920,455

Total (B) 146,372,088 138,849,097

Other Operating Revenue:

Room Revenue 11,579,833 4,814,376

Total (C) 11,579,833 4,814,386Grant Total (A+B+C) 588,856,524 482,367,893

OTHER INCOMEInterest on Deposits with Bank 175,087 30,895Miscellaneous Income* 1,006,384 953,204Total

1,181,471 984,099* It includes Rental Income Gross Income Current Year `1,794,144 (Previous Year `1,437,295) Less Expenses Current Year `787,760 (Previous Year `484,091) Net: Current Year `1,006,384 (Previous Year `953,204)

CONSUMPTION OF PROVISIONS & STORESOpening Stock 1,926,579 1,658,737(+) Purchases 86,666,869 57,066,561(-) Closing Stock 1,841,803 1,926,579Total 86,751,645 56,798,719

EMPLOYEE BENEFIT EXPENSES

Salaries & Wages 238,753,785 196,973,386

Bonus 10,957,074 7,132,226

Contribution to PF and other funds 28,582,328 23,508,366

Leave Encashment 906,218 3,954,559

Gratuity 2,544,884 4,473,188

Other Allowances 2,327,181 869,796

Staff Welfare 5,144,190 5,499,744

Total 289,215,660 242,411,265

Note 24:

Note 25:

Note 26:

32

Note 27:

Note 28:

FINANCE COST

Interest on Cash Credit with Bank 769,249 -

Interest on Car Loan 121,615 65,934

Total 890,864 65,934

OTHER EXPENSES

Advertisement & Business Promotion 867,610 623,426

Bank Charges 443,234 304,369

Communication Expense 1,376,363 999,369

Car Rental Expense 3,364,021 3,814,483

Professional & Consultancy fee 4,297,008 3,476,549

Power & Fuel 10,564,510 3,679,132

Guest House Expense 1,774,802 27,000

House keeping Expenses 4,638,120 1,797,855

Interest on Delayed Remittance 1,153,663 746,001

Kitchen Vessels 678,514 135,213

Miscellaneous Expenditure 1,294,552 3,019,351

Loss on sale of asset - 393,858

Office Expenses 146,964 153,794

Printing and Stationary 1,280,016 894,180

Rates & Taxes 580,608 311,856

Rent 6,831,420 3,549,836

Remuneration to auditors

- Statutory Audit 573,075 573,075

- For Tax audit/tax assessment 88,725 88,725

- For Certification - 165,744

Repairs & Maintenance - Others 1,420,289 1,005,593

Sitting Fee 440,000 360,000

Travelling & Conveyance 9,160,155 9,164,6232

Transport Charges 803,041 341,986Training Expenses 320,644 -Total 52,097,334 35,626,118


33


` 31-03-2011

`


Note 29:RELATED PARTY DISCLOSURE:

List of Related PartiesNature of Relation Name of Related PartyPromoter Dr. Pratap.C.Reddy

Mrs. P.VijayaKumar ReddyMrs. Suneeta ReddyMrs. Shobana KamineniMrs. Sucharitha ReddyMrs. Sindoori Reddy

Key Management Personnel Mrs. Sucharitha ReddyMrs. Sindoori Reddy

Joint Venture M/s Faber Sindoori Management Services (P) Ltd

Enterprise over which promoter or Key Management Personnel exercise significant influence M/s Apollo Hospitals Enterprises Ltd

M/s Apollo Gleneagles Hospitals LtdM/s PPN Holdings LtdM/s PPN Power LtdM/s Kalpatharu Enterprises (P) LtdM/s Imperial Cancer Hospital & Research Center LtdM/s Lifetime Wellness Rx International LtdM/s IndonationalM/s Nippo BatteriesM/s Sindya Power Generating co. LtdM/s Red Phoneix ConsultancyM/s Spectra Health

The Company's related party transaction are summarized as follows:

34


Name of the Related PartyKey Management

Personnel

2011-2012 2010-2011

Joint Venture

2011-2012 2010-2011 2011-2012 2010-2011

Enterprise over which promoter or Key

Management Personnel exercise significant influence

Salary

Sale of goods & services

Sale of tickets

Balance Outstanding

1,200,000 2,400,000

- - -

- - - -

- -

- -

1,177,177

27,100,000

4,216,565

852,249

44,134,764

397,698,978

155,591,987

111,026,324

295,357,717

132,983,710

73,221,394

(Amount in Rupees)


Note 30:

LEASES:

OPERATING LEASE:

The Company has taken various premises on lease for its operations under operating lease or under leave and licence agreements. These lease are generally not non-cancellable and have an average life of 12 months to three years and are renewable by mutual consent.

Lease payments are recognized in profit and loss account under rent in Note 28:Other ExpensesLease payments under non-cancellable lease agreements.

Future lease payments

Not Later than 1 Year

Later than 1 Year but before 5 Years

Total

Amount

456,000

418,000

874,000

Note 31:FOREIGN CURRENCY EARNINGS/EXPENDITURE:

Expenditure in Foreign currency

31-Mar-12`

604,328

Nill Nill

31-Mar-11`

Earnings in Foreign currency

1,579,201

Note 32:

EMPLOYEE BENEFITS

i. Defined Benefit Plan:

a) Gratuity

A. Reconciliation of opening and closing balance of present value of the defined benefit obligation

Period Covered 31-Mar-12 31-Mar-11AssumptionsDiscount RateExpected Return On Plan Assets

8% p.a.8% p.a.

8% p.a.8% p.a.

Indian Assured Lives Mortality

(1994 -96) (modified) Ultimate TableMortality

Future Salary IncreasesDisabilityAttritionRetirementMethod

5 %p.a. 5 %p.a.

5 %p.a.Nil Nil

2% p.a.58yrs 58yrs

Projected Unit Credit

35


Changes in the Present Value of the Obligation and in the Fair Value of the Assets

Present Value Of obligation at the beginning ofthe period 18,130,658 14,006,280

Interest Cost 1,436,697 1,086,696

Current Service Cost 3,389,819 2,709,196 Past Service Cost - 369,622

Benefits Paid (343,894) (845,148)

Actuarial (gain)/loss on Obligation (1,790,032) 804,012

Present Value Of obligation at the end of the period 20,823,248 18,130,658

Fair value of plan assets at the beginning of the period 5,585,486 Expected Return On plan assets 467,170 426,985

Contributions - -

Benefits Paid - -

Actuarial gain (Loss) Plan assets 41,109 69,353

Fair value of plan assets at the end of the period 6,093,765 5,585,486 Total actuarial gain (loss) to be recognized 1,831,141 (734,659)

Balance Sheet Recognition

Present Value Of Obligation 20,823,248 18,130,658

Fair Value Of Plan Assets (6,093,765) (5,585,486)

Liability (assets) 14,729,483 12,545,172

Unrecognised Past Service Cost - -

Liability (asset) recognised in the Balance Sheet 14,729,483 12,545,172

36

31-03-2012 `

31-03-2011 `



Profit & Loss – Expenses

Current Service Cost 3,389,819 2,709,196

Interest Cost 1,436,697 1,086,696

Expected Return On plan assets (467,170) (426,985)

Net Actuarial (gain)/loss recognised in the year (1,831,141) 734,659

Past Service Cost - 369,622

Expenses Recognised in the statement of Profit & Loss 2,528,205 4,473,188

Actual Return On Plan Assets

Expected Return on plan assets 467,170 426,985

Actuarial gain/(Loss) on plan assets 41,109 69,353

Actual Return On Plan Assets 508,279 496,338

Movement in the net Liability recognised in the Balance Sheet

Opening net Liability 12,545,172 8,917,132

Expenses 2,528,205 4,473,188

Contribution (343,894) (845,148)

Closing Net Liability 14,729,483 12,545,172

EARNINGS PER SHARE

Particulars 2011-12 2010-11

` `Net Profit as P&LWeighted average no. of shares o/s 1,300,200 1,300,200

Nominal Value Per Share 10 10

Earnings Per Share

- Basic 11.20 10.32

- Diluted 11.20 10.32

Note 33:

37

31-03-2012 `

31-03-2011 `


Particulars Year Outsourced Travels Other TotalServices Operation

Segmental Revenues 2011-2012 431,875,605 143,206,288 14,956,101 590,037,995

2010-2011 339,622,644 134,971,637 8,757,711 483,351,991

Expenses 2011-2012 413,355,398 141,228,296 10,040,716 564,624,410

2010-2011 321,565,239 132,712,367 6,903,642 461,181,248

Segmental Results 2011-2012 16,252,329 1,969,284 4,915,385 23,136,998

2010-2011 16,484,270 2,225,837 1,854,069 20,564,176

Income before 2011-2012 18,520,207 1,977,993 4,915,385 25,413,585depreciation, interest, taxes 2010-2011 18,057,405 2,259,269 1,854,069 22,170,743and exceptional items

Interest 2011-2012 890,864 - - 890,8642010-2011 65,934 - - 65,934

Depreciation 2011-2012 1,377,015 8,709 1,385,723-2010-2011 1,507,201 33,432 - 1,540,633

Exceptional Items 2011-2012 - - - -2010-2011 - - - 3,261,091

Tax Expenses 2011-2012 - - - 8,569,9652010-2011 - - - 10,402,665

Profit/(Loss) after 2011-2012 16,252,329 1,969,284 4,915,385 14,567,033Taxation 2010-2011 16,484,270 2,225,837 1,854,069 13,422,602

Segment Assets 2011-2012 172,685,365 51,820,070 1,796,364 226,301,8002010-2011 145,369,177 40,434,457 1,030,317 186,833,951

Segment Assets 2011-2012 - - - 8,139,467(Unallocated) 2010-2011 - - - 7,290,892

Total Assets 2011-2012 172,685,365 51,820,070 1,796,365 234,441,2672010-2011 145,369,177 40,434,457 1,030,317 194,124,843

Segment Liabilities 2011-2012 113,104,628 9,564,524 1,349,373 124,018,5252010-2011 50,751,201 40.932.275 918,709 92,602,185

Unallocated Liabilities 2011-2012 - - - 2,281,0942010-2011 - - - 4,370,231

Shareholders Funds 2011-2012 - - - 107,941,6482010-2011 - - - 97,152,427

Total Liabilities 2011-2012 113,104,628 9,564,524 1,349,373 234,441,2672010-2011 50,751,201 40,932,275 918,709 194,124,843

Capital Expenditure 2011-2012 3,500,744 27,000 - 3,527,744Incurred 2010-2011 4,200,700 - - 4,200,700

Segment Depreciation 2011-2012 1,377,015 8,709 - 1,385,7232010-2011 1,507,201 33,432 - 1,540,633

There are no reportable geographical segments as the companies operation are confined to only one geographical

location.

38

Note 34: Segment Reporting:Statement Showing Segment results for the financial year 2011-2012

As per our report of even date For Apollo Sindoori Hotels Ltd., R. Subramanian and Company

Chartered Accountants


V.J.Chacko Director

R. Rajaram Partner

G.VenkatramanDirector

Place: ChennaiDate : 22.05.2012


Note 35:

Contingent Liability:

1. Corporate Guarantee to bank on behalf of Joint Venture enterprise for loan

obtained by it. - 28,000,000 (Previous Year -NIL)

2. Claim against the company/disputed liabilities not acknowledged as debts -

13,92,680 (Previous Year - 13,92,680)

Note 36:

The company has not received any declaration from its vendors under Micro, Small and

Medium Enterprises Act 2006 and hence no disclosure as provided in the Act is feasible.

Note 37:

Figures for the previous year have been regrouped or rearranged wherever necessary.

`

` `

39

A CASH FLOW FROM OPERATING ACTIVITIES 31-03-2012 31-03-2012

Profit/(Loss) before tax 23,136,998 23,825,269Depreciation 1,385,723 1,540,633Interest Expenditure 890,864 65,934Profit/loss on sale of assets - 393,858Interest Income (175,087) (30,895)Operating Profit before working capital changes 25,238,498 25,794,798ADJUSTMENTS FOR(Increase)/Decrease in Trade Receivables (51,741,730) (18,290,502)(Increase)/Decrease in Inventory 84,776 (267,842)Increase/(Decrease) in Trade Payabless 3,364,441 824,587 Increase/(Decrease) in Other current liabilities 1,623,689 22,251,771 (Increase)/Decrease in Long term Loans & advances (1,428,745) (751,000)(Increase)/Decrease in Other Non-current asset 17,034,764 3,754,000 (Increase)/Decrease in Short Term Loans & advances (1,794,735) (11,721,850)(Increase)/Decrease in Other Current asset (1,191,328) (1,631,838)Increase/(Decrease) in Bonus Liability 2,184,311 3,628,040 Increase/(Decrease) in Leave Encashment Liability 1,650,000 2,050,000 Increase/(Decrease) in Gratuity Liability 538,355 3,028,559 Cash generated from operations after working capital changes (4,437,705) 28,668,723 Direct taxes paid (11,307,677) (15,277,568)Cash generated from operations before Extra-ordinary items (15,745,382) 13,391,155 Extra-ordinary Item - (3,261,091)Net Cash Flow from Operating Activities (A) (15,745,382) 10,130,063

B CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (3,527,744) (4,200,700)Sale of Fixed Assets - 335,000 Fixed Deposits with Bank (305,856) (462,113) Increase in Investment (80,860) - Interest received 175,087 30,895 Net Cash inflow / (outflow) from investing activites (B) (3,739,373) (4,296,918)

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Cash Credit with Bank 22,567,253 -Car Loan from Bank - 1,600,000Repayment of car loan (499,145) (244,445)Interest Paid (890,864) (65,934)Dividend Paid (3,250,500) (2,600,400) Tax on Dividend Paid (539,876) (441,938) Net Cash out flow from Financing activites (C) 17,386,868 (1,752,717)Net Increases / Decrease in cash and cash equivalents (2,097,887) 4,080,429 Cash and cash Equivalent at the beginning 9,480,425 5,399,996 Cash and cash Equivalent at the close 7,382,538 9,480,425

` `


The schedules referred to above and the notes thereon form an integral part of the Profit & Loss Account This is the Cash Flow Statement referred to in our report of even date




V.J.Chacko Director R. Rajaram

Partner

G.VenkatramanDirector

Place: ChennaiDate : 22.05.2012

40

Apollo Sindoori Hotels LtdRegistered & Corporate Office : 19-B, Anugraha Apartments,

41, Uthamar Gandhi Salai, Nungambakkam, Chennai - 600 034.

PROXY FORMDp Id...............................Client ID........................ Folio No.............................(For Share held in Demat Form) (For Share held in Physical Form)

I/We................................................. being a Member/Members of Apollo Sindoori

Hotels Limited hereby appoint ................................... of.................................................. in

the district of ................................................................ as my/our Proxy vote for me/us on

my/our behalf at the Annual General Meeting of the Company to be held on 9th Aug. 2012

at 3.00 p.m. at Narada Gana Sabha, Mini Hall, T.T.K. Road, Chennai - 600 018. and at any

adjournment thereof.

Signature

N.B. : The instrument appointing proxy should be deposited at the Registered / Corporate office of the Company not later than 48 hours before the commencement of the meeting.

Apollo Sindoori Hotels LtdRegistered & Corporate Office : 19-B, Anugraha Apartments,

41, Uthamar Gandhi Salai, Nungambakkam, Chennai - 600 034.

ATTENDANCE SLIP

Name of the Member.............................................................................................................

No. of Shares Held..................................................................................................................

Name of the Proxy..................................................................................................................(to be filled up only when a Proxy attends the meeting)

I hereby register my presence at the Annual General Meeting held on 9th Aug. 2012 at 3.00 p.m.at Narada Gana Sabha, Mini Hall, T.T.K. Road, Chennai - 600 018. and at any adjournment thereof.

Signature of the Member / ProxyPlace :Date :

The slip may please be handed over at the entrance of the meeting hall.

Affix

Revenue

Stamp

41

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