MIRA INFORM REPORT

Report Date :

12.09.2011

IDENTIFICATION DETAILS

Name :	VICEROY HOTELS LIMITED (w.e.f 26.12.2001)
Formerly Known As :	PALACE HEIGHTS HOTELS LIMITED
Registered Office :	8-2-120/115/14, 5^th Floor, Shangrila Plaza, Opposite KBR Park, Road No. 2, Banjara Hills, Hyderabad – 500034, Andhra Pradesh
Country :	India
Financials (as on) :	31.03.2011
Date of Incorporation :	25.02.1965
Com. Reg. No.:	01-001048
Paid-Up Capital :	Rs. 424.052 Millions
CIN No.: [Company Identification No.]	L55101AP1965PLC001048
TAN No.: [Tax Deduction & Collection Account No.]	HYDV01115C
PAN No.: [Permanent Account No.]	AABCP2279G
Legal Form :	Public Limited Liability Company. The company’s shares are listed on the Stock Exchanges
Line of Business :	Subject is a sophisticated new-generation hotel which provides royal luxury to businessmen and tourists.
No. of Employees :	Not Available

RATING & COMMENTS

MIRA’s Rating :

B (30)

RATING		STATUS	PROPOSED CREDIT LINE
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small

Maximum Credit Limit :	USD 9400000
Status :	Moderate
Payment Behaviour :	Slow
Litigation :	Clear
Comments :	Subject is an established company having moderate track. Profitability of the company is under pressure. However, trade relations are reported as fair. Business is active. Payments are reported to be slow. The company can be considered for business dealings with some cautions.

NOTES :

Any query related to this report can be made on e-mail : infodept@mirainform.com while quoting report number, name and date.

ECGC Country Risk Classification List – June 30, 2010

Country Name	Previous Rating (01.04.2010)	Current Rating (30.06.2010)
India	A1	A1

Risk Category	ECGC Classification
Insignificant	A1
Low	A2
Moderate	B1
High	B2
Very High	C1
Restricted	C2
Off-credit	D

LOCATIONS

Registered Office/Corporate Office :	8-2-120/115/14, 5^th Floor, Shangrila Plaza, Opposite KBR Park, Road No. 2, Banjara Hills, Hyderabad – 500034, Andhra Pradesh, India
Tel. No.:	91-40-40349999 (30 lines)
Fax No.:	91-40-40349828/23554361
E-Mail :	secretarial@viceroyhotels.com
Website :	http://www.viceroyhotels.com
Hotel Address :	1-3-1036/3/1, Lower Tank Bund Road, Gandhingar, Hyderabad - 500080 Andhra Pradesh India

DIRECTORS

As On 31.03.2011

Name :	Mr. P Prabhakar Reddy
Designation :	Chairman and Managing Director
Name :	Mr. K Jayabharat Reddy (IAS Retired)
Designation :	Director
Name :	Mr. R Subramanian
Designation :	Director
Name :	Mr. Rakesh Radhyesham Jhunjhunwala
Designation :	Director
Name :	Mr. Paruchuri Narendra
Designation :	Director
Name :	Mr. A Vijayavardhan Reddy
Designation :	Director
Name :	Mr. A Poornachandra Rao
Designation :	Director
Name :	Mr. K Narasimha Rao
Designation :	Director
Name :	Mr. Rajiv Agarwal
Designation :	Director (Alternate Director to Mr. Rakesh Jhunjhunwala) [w.e.f. 30.10.2006]

KEY EXECUTIVES

Name :	Mr. J Srinivas Murthy
Designation :	Financial Controller and Company Secretary
Name :	P. Lenin Bahu
Designation :	Compliance Officer and Company Secretary
Name :	Mr. K. Gurava Raju
Designation :	Chief Financial Officer
Audit Committee :	· Mr. K. Narasimha Rao · Mr. A. Vijayavardhan Reddy · Mr. A. Poornachandra Rao
Investor Grievance Committee :	· Mr. A. Vijayavardhan Reddy · Mr. K. Narasimha Rao · Mr. A. Poornachandra Rao

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As On 30.06.2011

Category	No. of Shares	Percentage of Holding
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Individuals / Hindu Undivided Family	9,862,934	23.26
Bodies Corporate	3,809,633	8.98
Sub Total	13,672,567	32.24
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	13,672,567	32.24
(B) Public Shareholding
(1) Institutions
Financial Institutions / Banks	10,100	0.02
Foreign Institutional Investors	145,000	0.34
Sub Total	155,100	0.37
(2) Non-Institutions
Bodies Corporate	7,430,436	17.52
Individuals
Individual shareholders holding nominal share capital up to Rs. 0.100 million	8,651,853	20.40
Individual shareholders holding nominal share capital in excess of Rs. 0.100 million	11,031,661	26.01
Any Others (Specify)	1,463,607	3.45
Non Resident Indians	1,327,946	3.13
Trusts	103,100	0.24
Clearing Members	32,561	0.08
Sub Total	28,577,557	67.39
Total Public shareholding (B)	28,732,657	67.76
Total (A)+(B)	42,405,224	100.00
(C) Shares held by Custodians and against which Depository Receipts have been issued	-	-
(1) Promoter and Promoter Group	-	-
(2) Public	-	-
Sub Total	-	-
Total (A)+(B)+(C)	42,405,224	-

BUSINESS DETAILS

Line of Business :

Subject is a sophisticated new-generation hotel which provides royal luxury to businessmen and tourists.

Products :

Item Code No.	Product Description
NA	Guest Accommodation Food and Beverages Banquets

GENERAL INFORMATION

No. of Employees :

Not Available

Bankers :

· State Bank of India

· Axis Bank

· Allahabad Bank

· Andhra Bank

· State Bank of Bikaner and Jaipur

· Canara Bank

· State Bank of Mysore

· UCO Bank

· Indian Overseas Bank

· Bank of Maharashtra

· Central Bank of India

· HDFC Limited

· IDFC Limited

Facilities :

Secured Loans	31.03.2011 (Rs. In Millions)	31.03.2010 (Rs. In millions)
Non-Convertible Redeemable Debentures	425.000	500.000
Rupee Term Loans
Rupee Term Loans	7767.980	7522.898
Working Capital Borrowings	0.807	3.223
From Others	22.270	26.026
Total	8216.057	8052.147

Unsecured Loans	31.03.2011 (Rs. In Millions)	31.03.2010 (Rs. In millions)
Directors / Relatives / Promoters Group Companies / Others	1820.300	660.147
Group Companies	458.343	36.227
Total	2278.643	696.374

Banking Relations :	--
Auditors :
Name :	P Murali and Company Chartered Accountant
Address :	6-3-655/2/3, 1^st Floor, Somajiguda, Hyderabad – 500 082, Andhra Pradesh, India
Subsidiaries :	· Cafe D Lake Private Limited · Crustum Products Private Limited · Minerva Hospitalities Private Limited · Viceroy Bangalore Hotels Private Limited · Viceroy Chennai and Resorts Private Limited

CAPITAL STRUCTURE

As On 31.03.2011

Authorised Capital :

No. of Shares	Type	Value	Amount
45000000	Equity Shares	Rs.10/- each	Rs.450.000 millions
1000000	Preference Shares	Rs.100/- each	Rs.100.000 millions
	Total		Rs.550.000 millions

Issued, Subscribed & Paid-up Capital :

No. of Shares	Type	Value	Amount
42405224	Equity Shares	Rs.10/- each	Rs.424.052 millions

Note:

Out of the paid up capital 47,83,796 equity shares of Rs.10/- each were allotted on 14.07.2007 as fully paid up shares pursuant to the scheme of arrangement with erstwhile Minerva Restaurant Private Limited, Minerva Coffeeshop Private Limited, Minerva Hotels Private Limited, M/s. Cafe D'Lake Private Limited, Blue Fox Bar and Restaurant Private Limited, M/s. Minerva Hospitalities Private Limited, Banjara Hospitalities Private Limited, M/s. Crustum Products Private Limited, and Hotels Division of M/s. Minerva Enterprises Private Limited, with the Company.

FINANCIAL DATA

[all figures are in Rupees Millions]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS		31.03.2011	31.03.2010	31.03.2009
SHAREHOLDERS FUNDS
1] Share Capital		424.052	424.052	424.052
2] Share Application Money		0.000	0.000	0.000
3] Reserves & Surplus		1950.226	1973.096	1986.786
4] (Accumulated Losses)		0.000	0.000	0.000
NETWORTH		2374.278	2397.148	2410.838
LOAN FUNDS
1] Secured Loans		8216.057	8052.147	6612.167
2] Unsecured Loans		2278.643	696.374	100.047
TOTAL BORROWING		10494.700	8748.521	6712.214
DEFERRED TAX LIABILITIES		165.272	152.701	137.899
TOTAL		13034.250	11298.370	9260.951
APPLICATION OF FUNDS
FIXED ASSETS [Net Block]		3633.917	3764.213	3322.668
Capital work-in-progress		8645.908	6924.699	4871.268
INVESTMENT		157.262	275.560	157.062
DEFERRED TAX ASSETS		0.000	0.000	0.000
CURRENT ASSETS, LOANS & ADVANCES
	Inventories	8.381	8.276	9.974
	Sundry Debtors	57.218	53.300	46.652
	Cash & Bank Balances	1.922	25.865	47.312
	Other Current Assets	0.000	0.000	0.000
	Loans & Advances	1557.638	1135.312	1181.663
Total Current Assets		1625.159	1222.753	1285.601
Less : CURRENT LIABILITIES & PROVISIONS
	Sundry Creditors	442.143	476.762	108.624
	Other Current Liabilities	506.787	339.238	215.288
	Provisions	80.375	74.164	53.043
Total Current Liabilities		1029.305	890.164	376.955
Net Current Assets		595.854	332.589	908.646
MISCELLANEOUS EXPENSES		1.309	1.309	1.307
TOTAL		13034.250	11298.370	9260.951

PROFIT & LOSS ACCOUNT

	PARTICULARS		31.03.2011	31.03.2010	31.03.2009
	SALES
		Guest Accommodation, Restaurants, Bars and Banquets	687.245	572.485	673.303
		Other Income	48.853	69.945	26.210
		TOTAL (A)	736.098	642.430	699.513
Less	EXPENSES
		Consumption of Provisions, Stores and Wine	72.421	67.029	76.432
		Personnel Cost	139.391	125.204	142.529
		Power & Fuel	71.090	42.084	41.667
		Administrative Expenses	112.094	114.916	140.741
		Foreign Exchange Fluctuation Loss	0.000	0.522	0.000
		Loss on sale of assets	0.146	1.173	0.000
		TOTAL (B)	395.142	350.928	401.369
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION (A-B) (C)		340.956	291.502	298.144
Less	FINANCIAL EXPENSES (D)		220.587	175.503	146.083
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION (C-D) (E)		120.369	115.999	152.061
Less/ Add	DEPRECIATION/ AMORTISATION (F)		130.668	114.887	107.877
	PROFIT BEFORE TAX (E-F) (G)		(10.299)	1.112	44.184
Less	TAX (I)		12.571	14.802	9.425
	PROFIT AFTER TAX (G-I) (J)		(22.870)	(13.690)	34.759
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD		164.820	178.510	143.751
	BALANCE CARRIED TO THE B/S		141.950	164.820	178.510
	EARNINGS IN FOREIGN CURRENCY		178.000	194.600	252.100
	Earnings Per Share (Rs.)		(5.39)	(3.23)	0.82

QUARTERLY RESULTS

Particulars	30.06.2011 1^st Quarter
Net Sales	178.810
Total Expenditure	109.080
PBIDT (Excl OI)	69.730
Other Income	9.320
Operating Profit	79.050
Interest	52.200
PBDT	26.850
Depreciation	32.660
Profit Before Tax	(5.810)
Tax	1.730
Profit After Tax	(7.530)
Net Profit	(7.530)

KEY RATIOS

PARTICULARS		31.03.2011	31.03.2010	31.03.2009
PAT / Total Income	(%)	(3.11)	(2.13)	4.97
Net Profit Margin (PBT/Sales)	(%)	(1.50)	0.20	6.56
Return on Total Assets (PBT/Total Assets}	(%)	(0.20)	0.02	0.96
Return on Investment (ROI) (PBT/Networth)		0.00	0.00	0.06
Debt Equity Ratio (Total Liability/Networth)		4.85	4.02	0.44
Current Ratio (Current Asset/Current Liability)		1.58	1.37	3.41

LOCAL AGENCY FURTHER INFORMATION

HISTORY

Subject, previously known as Palace Heights Hotels (PHHL) was incorporated in 1965. P Prabhakar Reddy is the Managing Director of the company. It operates a stately hotel -- Hotel Viceroy -- at Gandhi Nagar in Hyderabad. Subject is a sophisticated new-generation hotel which provides royal luxury to businessmen and tourists. The hotel is an architectural masterpiece with majestic appeal, lush greenery, tranquil fountains and it is bestowed with an enchanting view of the Buddha statue in the Hussain Sagar lake. The hotel is located just 3 km from the airport and 5 km from the railway station. It has a beauty parlour, a health club with gymnasium, a swimming pool and a shopping arcade. The hotel has three conference rooms of different sizes for organising meetings, seminars, conferences, etc. It has a coffee shop -- Patio -- overlooking the waterfalls at the swimming pool and a gallery bar with a breathtaking view of the sunset and the Hussain Sagar lake. Subject's room occupancy was 86% in 1994-95. Income from food and beverage sales were twice that of the room revenue which is an industry record. It has the valued patronage of more than 400 corporate customers being in a position to offer all the facilities of a five-star hotel, The company has taken up expansion programme by adding 54 rooms with the existing 150 rooms. The capacity of the marriage hall has been increased from 1500 to 3000 by acquiring additional land adjacent to the hall. The Convention Centre expansion project which was started off during the last year is under construction and the commercial operation is expected to start by November 2001. One of the future plan of action of subject was to start a 4 Star Hotel in Chennai and to start a prestigious Food Courts on the Serene banks of Hussain Sagar.

Hiving-off ‘Bangalore Project Division’

The Directors have pleasure to inform you that the Company has successfully completed the hiving-off of ‘Bangalore Project Division’ to Viceroy Bangalore Hotels Private Limited on 27.07.2011 and the Company has been allotted 59,90,000 equity shares of Rs.10/- each at a price of Rs.78.96/- per share as a part consideration for the sale of the said Division. The Directors also have pleasure to inform you that JPMorgan India Property Mauritius Company II has infused a strategic investment of Rs.740.000 Millions as a first trench out of Rs.900.000 Millions by subscribing 74,00,000 equity shares of Rs.10/- each at a price of Rs.100/- per share in the equity share capital of Viceroy Bangalore Hotels Private Limited. Consequent to which Viceroy Bangalore Hotels Private Limited ceased to be Subsidiary of the Company with effect from 28.07.2011 and will continue as an Associate Company. The Board is also pleased to inform you that the construction of Bangalore ‘Renaissance’ a 277 Room Five Star Deluxe Hotel is in advanced stage and expected to be operational in 2012.

Hiving-off ‘Chennai Project Division’

Considering the various aspects and strategic viewpoint, the Board of Directors of the Company felt that it would be prudent to divest ‘Chennai Project Division’ comprising ‘Chennai Hotel Project’ and ‘Chennai Residential Project’ to pay-off its debts substantially as well as utilize in the growth of the business of the Company and accordingly the Shareholders of the Company have accorded their consent by way of postal ballot conducted on 03.06.2011 for hiving-off the said Project on slump sale basis as going concern and the said slump sale is expected to be completed in the FY 2011-2012. This will not only result in reduction of debt to the tune of Rs.4500.000 millions but also will give Rs.1000.000 millions of inflows into the Company.

Subsidiaries

Viceroy Bangalore Hotels Private Limited:

During the financial year, the Company has entered into a Business Transfer Agreement (BTA) with its wholly owned subsidiary namely ‘Viceroy Bangalore Hotels Private Limited’ for transfer of ‘Bangalore Project Division’ on slump sale basis as a going concern. Accordingly, the Company has transferred the said Division on 27.07.2011 and as a part consideration the said Company has allotted 59,90,000 equity shares of Rs.10/- each at a price of Rs.78.96/- per share.

The Directors also have pleasure to inform you that JPMorgan India Property Mauritius Company II has infused a strategic investment of Rs.740.000 Millions as a first trench out of Rs.900.000 Millions by subscribing 74,00,000 equity shares of Rs.10/- each at a price of Rs.100/- per share in the equity share capital of Viceroy Bangalore Hotels Private Limited. Consequent to which Viceroy Bangalore Hotels Private Limited ceased to be Subsidiary of the Company and will continue as an associate company with effect from 28.07.2011. Currently, Viceroy Bangalore Hotels Private Limited is establishing and developing a 277 Room First Class business hotel to be branded as “Renaissance” at Race Course Loop Lane, Bangalore.

Viceroy Chennai Hotels and Resorts Private Limited:

During the financial year the Company has incorporated on 04.06.2010 a wholly owned subsidiary namely ‘Viceroy Chennai Hotels and Resorts Private Limited’ and there were no operations commenced as on date.

Minerva Hospitalities Private Limited:

Minerva Hospitalities Private Limited has no operations during the year.

Café D Lake Private Limited:

Café D’Lake Private Limited which operates all the restaurants businesses of Minerva Coffee-shop, Blue Fox Bar and Restaurant, Eat Street and Water Front has achieved a turnover of Rs. 299.000 Millions for the year ended 31.03.2011 as against Rs.280.000 Millions for the previous year. The Net profit for the year ended 31.03.2011 is Rs.28.500 Millions as against Rs.28.200 Millions.

Crustum Products Private Limited:

Crustum Products Private Limited is the Master Franchisee of Breadtalk Singapore. The Company is running out lets at In Orbit Mall, Malad, Mumbai, BG House, Hiranandani, Powai, Mumbai, Gurgoan, New Delhi, Spencer’s Mall, Bangalore Q Mart- Hyderabad.

During the year, the company achieved a turnover of Rs.61.400 Millions as against Rs.53.000 Millions for the previous year. The Net profit for the year ended 31.03.2011 is Rs.2.326 Millions as against net loss of Rs.2.816 Millions.

In terms of section 212 of the Companies Act, 1956, the Company is required to attach the directors report, balance sheets, profit and loss account of its subsidiary companies to its Annual Report. However, the Ministry of Corporate Affairs (MCA), Government of India, New Delhi vide its Circular No.2/2011, dated: 08.02.2011 has granted a general exemption to all the Companies for not attaching the above documents of subsidiaries with the Annual Report of the Holding Company, subject to compliance of the conditions specified therein. As required under the said general circular, the Board of Directors of the Company at its meeting held on 13.08.2011 has given its specific consent for not attaching the balance sheets of its subsidiaries, as they would be made available to its members at the company's website.

In terms of the said notification of the MCA, a summary of the financial information of each of the subsidiaries of the Company is provided as Annexure "A" to this report. Any member intends to have a certified copy of the Balance Sheet and other financial statements of these subsidiaries may write to the Company. Accordingly, this annual report does not contain the reports and other statements of the subsidiary companies. These documents will also be available for inspection during the business hours at the registered office of the company and also at the registered offices of the respective subsidiary companies.

MANAGEMENT DISCUSSION AND ANALYSIS

Industry Structure, Development, Opportunities and Outlook

The global recession started in 2008 is still continuing and the economic uncertainty across all the countries in the world has severely affected the growth prospects in the world, particularly for developing countries like India. Interest rates increased by banks as result of RBI’s frequent upward revision is putting tremendous pressure on the profitability of the companies and affecting the growth prospects severely. Until the inflation is brought down under control, there is unlikelihood of interest rates coming down. Inspite of all these negatives, India is perceived by global investors as a growing economy and is considered as a better choice to invest. In this background, they can expect the economic revival in our country much sooner than the other countries. Inspite of global recession and the slowdown in the economic growth, the average annual growth rate in tourism in India over the past 5 years has been 9% which is really commendable. The number of foreign tourist that arrived in India last year was 5.6 million. But China had 55 million tourists last year and Hong Kong City alone had 20 million. So opportunity for

growth in tourism is extremely high in India. Hotel industry is one of the largest foreign exchange earners to the country and also one of the largest employers, both directly and indirectly. The fortunes of the hotel industry have always been linked to the prospects of the tourism industry and tourism is the foremost demand driver of the industry. Construction of hotels is primarily a private sector activity which is capital intensive and has a long gestation period. The industry is characterized significantly by high seasonality, labour intensive, fragmented, security threats, classification of hotels, highly capital intensive nature, high tax structure, non-uniformity in taxes and highly sensitive to the external factors like economy, terrorism and political status.

The demand for the hotel rooms is driven by the rise in the number of the domestic and as well as the foreign tourists. The demand for the foreign tourists is driven by the level of growth in Global GDP, increased business activities of other nations with India, growing number of tourist destinations, rise in trade and sporting events, and marketing efforts. Growth in tourism will result in an increase in demand for hotel room and also increase in food and beverage business. Also the hospitality industry faces risks from the socio-political environment, internationally as well as within the country and is affected by events like political instability, conflict between nations, threat of terrorist activities, occurrence of infectious diseases, extreme weather conditions and natural calamities etc., which may affect the level of travel and business activity. Further increase/volatility in domestic air fares affects the hotels industry through reduced leisure travel and occupancies. The constraints being faced by the hotel industry in addition to the high cost and limited availability of land is the procurement of multiple clearances/approvals which are required from the Central and the State Government agencies for hotel projects.

This often results in delay in the implementation of the project, cost escalation etc. To obviate the above mentioned difficulties faced by the hotel industry, Ministry of Tourism, Government of India has set up a Hospitality Development and Promotion Board (HDPB). The main function of HDPB includes monitoring and facilitating the clearances/approvals of Hotels Projects both at the Central, the State Government and the UTs level. HDPB would be a single point for receiving applications for various clearances, approve/clear hotel project proposals in a time bound manner and review hotel project policies to encourage the growth of hotel/hospitality infrastructure in the country. The growing hospitality industry of the country is facing shortage of skilled manpower. The Ministry of Tourism, Government of India has, therefore, launched a programme of training course of 8 weeks of youth (Hunar Se Rozgar Tak) through IHM, Food Craft Institutes and private sector hotels to create employable skills. Diversification holds the key to survival in the long run. The hotel industry isn't behind. Spas are appearing at hotel properties at a remarkable rate and are becoming independent profit centers. Cafes, lounges and bars which have high profit margins, are increasing their presence in several hotels. Hotels are adapting to innovative operating models by bringing in external brands of restaurants, spas and lounges on lease or management contracts. Success and popularity of restaurants, spas and lounges within hotels enables these players to become individual profit centres and move out of hotels as separate chains and thereby expand their presence in the market.

The outlook for the hospitality market in India is optimistic and will continue to remain so, in our opinion. The economy’s buoyancy, initiatives to improve infrastructure, growth in the aviation and real estate sectors and easing of restrictions on foreign investment will fuel demand for hotels across star categories in the majority of markets. India’s hotel industry is increasingly being viewed as investment-worthy, both within the country and outside, and several international chains are keen to establish or enhance their presence here. They anticipate that, over the next three to five years, India will emerge as one of the world’s fastest growing tourism markets and will be hard to ignore. During the year 2012, the focus of the Company will be to expand its presence both in terms of geography and the socio- economic segments that it addresses. Therefore, the company’s outlook for 2011-12 is optimistic.

With substantial reduction in debt, the Company will have enough resources to embark on the future expansion. As the Company is having vast experience of more than 25 years in the restaurant business, and plan to roll-out more F and B outlets in all major metros in the country. The Company is having 2 very popular restaurant chains namely “Blue Fox” and “Minerva Coffee Shop” and also have master franchise of Boutique Bakery called ‘BreadTalk. The Company already have 7 branches and in next 3 years and plan to have 50 outlets. Similarly, the Company will be looking at establishing Budget Hotels in Tier-2 and 3 cities in the country. With a current shortage of 1 lakh branded rooms, the Indian Markets appetite for quality hotel rooms is only expected to head north ward. The long-term outlook for Budget Hotels in India remains positive, given the country’s burgeoning middle class and increasing disposable incomes. The substantial increase in investments in infrastructure, demand is expected to be robust. The year 2012 would see emergence of ‘Renaissance’ hotel at Bangalore which is constructing and developing by the Company’s Associate namely ‘Viceroy Bangalore Hotels Private Limited’.

Financial Performance

The Company operates only in single segment i.e., hoteliering. During the financial year 2010-11, the Company's total turnover was Rs.736.100 Millions. The Earning before Interest, Depreciation, Taxation and other Amortizations (EBIDTA) were Rs.340.900 Millions. The Loss before Tax and the Loss after Tax for the year were Rs.10.300 Millions and Rs.22.900 Millions respectively. The Company's consolidated total income aggregated Rs.1096.600 Millions. The Company's consolidated profit before taxes aggregated Rs. 2921.800 Millions in the financial year 2010-11.

STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE 1^ST QUARTER ENDED 30.06.2011

Rs. In Millions

Particulars	Unaudited (Review) 30.06.2011
a) Sales / Income from Operations	178.812
b) Other Income	9.315
Total	188.127
Expenditure
(a) Consumption of Raw Materials	21.148
(b) Staff Cost	36.239
(c) Heat, Light and Power	12.650
(d) Other Expenses	39.037
Gross Operating Profit	79.053
Interest	52.195
Deprecation	32.656
Profit/(Loss) before tax	(5.798)
Provision for Taxation	--
Net Profit after Tax (MAT)	(5.798)
Provision for Deffered Tax	1.727
Net Profit/(Loss)	(7.525)
Paid Up Equity Share Capital ( Face Value of the share Rs.10/- each )	424.052
Reserves (Excluding Revaluation Reserves)	--
Basic and Diluted EPS for the period for the year to date and for the previous year (not to be annualised)
-Basic	(0.18)
Public Share Holding
- Number of Shares	28732657
- Percentage of shareholding	67.76
Promoters and Promoter group share holding
a) Pledged / Encumbered
- Number of Shares	11490820
- Percentage of share (as a % of the total shareholding of promoter and promoter group)	84.04
- Percentage of shares(as a % of the total share capital of the company)	27.10
b) Non-encumbered
- Number of Shares	2181747
- Percentage of Share (as a % of the total shareholding of promoter and promoter group)	15.96
- Percentage of Share (as a % of the total share capital of the company)	5.14

 
Notes: 

1. The above Un- Audited Results were reviewed by the Audit Committee on 12.08.2011 and approved by the Board of Directors on 13.08.2011.

2. Figures have been re-grouped whereever necessary.

3. Hoteliering business is the companys only business segment, Hence disclosure of segment wise information is not applicable.

4. The above results are Limited Reviewed by the Statutory Auditors in terms of Listing agreement entered with stock Exchanges- .

5. Status of the Investor complaints for the quarter ended 30.06.2011.

Complaints pending at the beginning of the quarter Nil

Complaints received during the quarter 1

Complaints dispossed off during the quarter 1

Complaints un-resolved at the end of quarter Nil

The Consolidated Financial Results include the results subsidiary companies i-e. M/s.Cafe D Lake Private Limited, which operates Restaurants viz Minanra Coffeeshop and Blue Fox Ear and Restaurants at Hyderabad and Vijayawada and also M/s.Crustum Products Private Limited, which operates "BreadTalk" outlets at Mumbai, Bangalore, Gurgoan and Hyderabad.

 
 
 
FIXED ASSETS
· Land
· Building
· Furniture and Fixtures
· Air Conditioners
· Electrical Fittings
· Vehicles
· Plant and Machinery
· Generator
· Misc. Fixed Assets 

BUSINESS DESCRIPTION:

Subject is and India-based company. The Company is engaged in operating hotels. The Company’s subsidiary is engaged in operating all the restaurants businesses of Minerva Coffee-shop, Blue Fox Bar and Restaurant, Eat Street and Water Front. Its subsidiary is also a master franchisee of Breadtalk Singapore. Its Crustum Products Private Limited is operating out lets at In orbit mall, Malad, Mumbai, BG House, Hiranandani, Powai, Mumbai, Gurgoan, New Delhi, Bangalore, Hyderabad. During the fiscal year ended 31.03.2010 (fiscal 2010), the Company completed Courtyard in Hyderabad. Its projects under implementation include JW Marriott hotel project in Chennai and Renaissance hotel project in Bangalore. The Renaissance hotel project in Bangalore is of 277 room 5-star deluxe hotel and is under construction. Its subsidiaries include Cafe D Lake Private Limited, Crustum Products Private Limited and Minerva Hospitalities Private Limited. For the nine months ended 31 December 2010, Subject's revenues increased 12% to RS816.9M. Net income decreased 5% to RS26.2M. Revenues reflect an increase in income from operations. Net income was partially offset by an increase in consumables and materials expenses, higher heat, light and power expenditure, an increase in other expenses, higher interest expenses and an increase in depreciation expenses.

WEB DETAILS

PROFILE

For more than two decades subject has been helping to define hospitality in Hyderabad. They develop hotels, restaurants and new F and B concepts, which have earned them acclaim in the industry, thanks to fresh and timeless ideas which transcend national boundaries.

With the vision they have taken Hyderabad in new direction and reinvigorated the hospitality in the city. They have brought Marriott Hyderabad, the first international Brand hotel in the city. More recently they have established Waterfront and Eat Street as new dining and entertainment hubs.

At subject they do more than serve guests. Each one of the properties embodies the subject philosophy, providing a unique location, distinct concept and excellent value. The result is a truly memorable experience.

Today subject is a dynamic company with operations all across the country, and plans are underway for strategic global expansion.

PRESS RELEASE:

ArabianBusiness.com
21.08.2011

By Claire Ferris-Lay

Scottish Development International, Scotland?s inward investment arm, is eying wealthy Middle East backers to help grow its luxury hotels sector.The state-led organisation believes the country?s hotel industry could generate some of the highest returns in Europe if it is able to secure fresh funding, SDI?s head of tourism said.?The main target for investment in Europe has been London on the basis of the strong occupancy rates and the room rates that can be achieved in London,? Kenneth Clark told Arabian Business.?I think the fact that over the last two to three months, Edinburgh hotels have actually outperformed London hotels in occupancy sends out a strong message.?Middle East hotel operators including Jumeirah Group, Emaar?s hospitality arm and Viceroy Hotels, a unit of Abu Dhabi?s Mubadala Development, have showed keen interest, Clark said.?[There is] very strong interest from the operator?s side in coming into Edinburgh so we know that interest is there. The trick now is to maintain that but at the same time bring in investment behind those,? he said.Hotels in Scotland are outperforming tourism hotspots such as Paris, Rome and Amsterdam, according to data from PFK Hotel Consultancy Services.Hotels in Edinburgh had the highest occupancy rate in Europe at 86 percent and 92 percent in May and June respectively, followed closely by Inverness.Scotland?s average hotel room yield in May increased 3.1 percent to 55.83 ($91.92) compared to a 1.3 percent increase to 44.88 in England and 12.2 percent to 44.28 in Wales, said PFK Hotel Consultancy Services.Airport traffic to Scotland has also increased. BAA, owners of Glasgow, Edinburgh and Aberdeen airport, said Thursday its Scottish airports recorded a 2.9 percent increase in passengers in June compared to the same period last year.Jumeirah Group, the hotelier behind Dubai?s iconic flag-shaped Burj al-Arab, had planned to operate the Jumeirah Glasgow Hotel but the developer behind the luxury project went into administration in May.The $200m glass-fronted, 26-storey tower was billed as the jewel in the crown in a huge rejuvenation of the Scottish city.Billionaire Sheikh Maher Al Tajir, whose family owns the Highland Spring bottled water company, and Dubai?s Mohammad Omar Bin Haider Group have both previously invested in Scottish hospitality projects.

Accord Fintech (India)

01.08.2011

India, August 01 -- Viceroy Hotels has successfully completed slump sale of Bangalore Project Division to Viceroy Bangalore Hotels. The company has invested Rs 473.000 million in equity share capital of Viceroy Bangalore Hotels by way subscription of 59,90,000 equity shares of Rs 10 each at a price of Rs 78.96 per share in accordance with the Business Transfer Agreement.Further,� Viceroy Bangalore Hotels ceased to be subsidiary of the company on account of strategic investment of Rs 740.000 million out of Rs 900.000 million infused by 'JP Morgan India Property Mauritius II' by way subscription of 74,00,000 equity shares of Rs 10 each at a price of Rs 100 per share.Viceroy Hotels develops hotels, restaurants and new F and B concepts, which have earned it acclaim in the industry, thanks to fresh and timeless ideas which transcend national boundaries. Published by HT Syndication with permission from Accord Fintech.

Times of India

31.07.2011

MUMBAI: The proposed changes to Sebi's takeover code lifted sentiments in a host of companies in which market players feel that the existing large shareholders could increase their stakes.

EIH, EIH Associates and Viceroy Hotels are among those counters which witnessed hectic buying on Friday.

In Friday's volatile market, EIH Associates, which belongs to the Oberoi group that runs the luxury hotel chain under the Oberoi and Trident brand names, rallied to close with the maximum possible 20% gain at Rs 166. EIH, the flagship company from the same group, also rallied 12.5% to Rs 96. In EIH, while tobacco-to-hotels major ITC holds 14.9%, which is just below the 15% open offer trigger limit, private sector giant RIL holds an equal stake. While ITC's stake buy does not have the approval of the group's promoters, Mukesh Ambani-led RIL picked up the stake with the full backing of the Oberois.

While the gains in EIH were on expectations that that under the changed rules, ITC and RIL could both try to hike their stakes to the new trigger limit of 25%, the rally in EIH Associates was on the back of expectations that it this company would eventually be merged with the group's flagship.

Viceroy Hotels rallied on the back of high holdings by known investor Rakesh Jhunjhunwala and corporate major Anil Ambani. While Jhunjhunwala holds 11.2% in the company, Ambani's Sonata Investments has a 5.9% stake in the company.

However, Hotel Leelaventures, where one holder has 14.9 %, ended lower. The surprise stock in the pack was Hotel Leela, in which ITC has a 14.9% stake yet the stock closed marginally lower on the BSE, at Rs 46. RIL at over 2-year low: The slide in RIL continued on Friday with the stock losing another 1.2% to Rs 828, a 28-month low. Institutional dealers said that a large FII shareholder was selling the stock in large chunks and hence the slide in the scrip.

Accord Fintech (India)

29.07.2011

India, July 29 -- Viceroy Hotels Limited has informed BSE that: 1. The Company has successfully completed slump sale of ?Bangalore Project Division? to M/s. Viceroy Bangalore Hotels Private Limited. 2. The Company has invested Rs. 473.000 Millions in equity share capital of M/s. Viceroy Bangalore Hotels Private Limited by way subscription of 59,90,000 equity shares of Rs. 10/- each at a price of Rs. 78.96/- per share in accordance with the Business Transfer Agreement. 3. M/s. Viceroy Bangalore Hotels Private Limited ceased to be Subsidiary of the Company on account of strategic investment of Rs. 740.000 Millions out of Rs. 900.000 Millions infused by JP Morgan India Property Mauritius II by way subscription of 74,00,000 equity shares of Rs. 10/- each at a price of Rs. 100/- per share. 4. Mr. Gunjan Bahl and Mr. Hrushikesh Kar were inducted as Directors on the Board of M/s. Viceroy Bangalore Hotels Private Limited to represent ?JP Morgan India Property Mauritius II. Published by HT Syndication with permission from Accord Fintech Bse.

CMT REPORT (Corruption, Money Laundering & Terrorism]

The Public Notice information has been collected from various sources including but not limited to: The Courts, India Prisons Service, Interpol, etc.

1] INFORMATION ON DESIGNATED PARTY

No records exist designating subject or any of its beneficial owners, controlling shareholders or senior officers as terrorist or terrorist organization or whom notice had been received that all financial transactions involving their assets have been blocked or convicted, found guilty or against whom a judgement or order had been entered in a proceedings for violating money-laundering, anti-corruption or bribery or international economic or anti-terrorism sanction laws or whose assets were seized, blocked, frozen or ordered forfeited for violation of money laundering or international anti-terrorism laws.

2] Court Declaration :

No records exist to suggest that subject is or was the subject of any formal or informal allegations, prosecutions or other official proceeding for making any prohibited payments or other improper payments to government officials for engaging in prohibited transactions or with designated parties.

3] Asset Declaration :

No records exist to suggest that the property or assets of the subject are derived from criminal conduct or a prohibited transaction.

4] Record on Financial Crime :

Charges or conviction registered against subject: None

5] Records on Violation of Anti-Corruption Laws :

Charges or investigation registered against subject: None

6] Records on Int’l Anti-Money Laundering Laws/Standards :

Charges or investigation registered against subject: None

7] Criminal Records

No available information exist that suggest that subject or any of its principals have been formally charged or convicted by a competent governmental authority for any financial crime or under any formal investigation by a competent government authority for any violation of anti-corruption laws or international anti-money laundering laws or standard.

8] Affiliation with Government :

No record exists to suggest that any director or indirect owners, controlling shareholders, director, officer or employee of the company is a government official or a family member or close business associate of a Government official.

9] Compensation Package :

Our market survey revealed that the amount of compensation sought by the subject is fair and reasonable and comparable to compensation paid to others for similar services.

10] Press Report :

No press reports / filings exists on the subject.

CORPORATE GOVERNANCE

MIRA INFORM as part of its Due Diligence do provide comments on Corporate Governance to identify management and governance. These factors often have been predictive and in some cases have created vulnerabilities to credit deterioration.

Our Governance Assessment focuses principally on the interactions between a company’s management, its Board of Directors, Shareholders and other financial stakeholders.

CONTRAVENTION

Subject is not known to have contravened any existing local laws, regulations or policies that prohibit, restrict or otherwise affect the terms and conditions that could be included in the agreement with the subject.

FOREIGN EXCHANGE RATES

Currency	Unit	Indian Rupees
US Dollar	1	Rs.46.38
UK Pound	1	Rs.74.01
Euro	1	Rs.64.48

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	5
PAID-UP CAPITAL	1~10	4
OPERATING SCALE	1~10	3
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	4
--PROFITABILIRY	1~10	2
--LIQUIDITY	1~10	3
--LEVERAGE	1~10	3
--RESERVES	1~10	4
--CREDIT LINES	1~10	2
--MARGINS	-5~5	--
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	NO
--OTHER ADVERSE INFORMATION	YES/NO	NO
MERIT POINTS
--SOLE DISTRIBUTORSHIP	YES/NO	NO
--EXPORT ACTIVITIES	YES/NO	NO
--AFFILIATION	YES/NO	YES
--LISTED	YES/NO	YES
--OTHER MERIT FACTORS	YES/NO	YES
TOTAL		30

This score serves as a reference to assess SC’s credit risk and to set the amount of credit to be extended. It is calculated from a composite of weighted scores obtained from each of the major sections of this report. The assessed factors and their relative weights (as indicated through %) are as follows:

Financial condition (40%) Ownership background (20%) Payment record (10%)

Credit history (10%) Market trend (10%) Operational size (10%)

RATING EXPLANATIONS

RATING		STATUS	PROPOSED CREDIT LINE
>86	Aaa	Possesses an extremely sound financial base with the strongest capability for timely payment of interest and principal sums	Unlimited
71-85	Aa	Possesses adequate working capital. No caution needed for credit transaction. It has above average (strong) capability for payment of interest and principal sums	Large
56-70	A	Financial & operational base are regarded healthy. General unfavourable factors will not cause fatal effect. Satisfactory capability for payment of interest and principal sums	Fairly Large
41-55	Ba	Overall operation is considered normal. Capable to meet normal commitments.	Satisfactory
26-40	B	Capability to overcome financial difficulties seems comparatively below average.	Small
11-25	Ca	Adverse factors are apparent. Repayment of interest and principal sums in default or expected to be in default upon maturity	Limited with full security
<10	C	Absolute credit risk exists. Caution needed to be exercised	Credit not recommended
-	NB	New Business	-

PRIVATE & CONFIDENTIAL : This information is provided to you at your request, you having employed MIPL for such purpose. You will use the information as aid only in determining the propriety of giving credit and generally as an aid to your business and for no other purpose. You will hold the information in strict confidence, and shall not reveal it or make it known to the subject persons, firms or corporations or to any other. MIPL does not warrant the correctness of the information as you hold it free of any liability whatsoever. You will be liable to and indemnify MIPL for any loss, damage or expense, occasioned by your breach or non observance of any one, or more of these conditions

This report is issued at your request without any risk and responsibility on the part of MIRA INFORM PRIVATE LIMITED (MIPL) or its officials.