MIRA INFORM REPORT

Report No. :	357459
Report Date :	29.12.2015

IDENTIFICATION DETAILS

Name :	THE INDIAN HOTELS COMPANY LIMITED
Registered Office :	Mandlik House, Mandlik Road, Mumbai – 400001, Maharashtra
Tel. No.:	91-22-66395515
Country :	India
Financials (as on) :	31.03.2015
Date of Incorporation :	01.04.1902
Com. Reg. No.:	11-000183
Capital Investment / Paid-up Capital :	Rs.807.500 Million
CIN No.: [Company Identification No.]	L74999MH1902PLC000183
IEC No.:	0388086734
TAN No.: [Tax Deduction & Collection Account No.]	Not Available
PAN No.: [Permanent Account No.]	AAACT3957G
Legal Form :	A Public Limited Liability Company. The Company’s Shares are Listed on the Stock Exchanges.
Line of Business :	Subject is primarily engaged in the business of owning, operating and managing hotels, palaces and resorts. (Confirmed by management)
No. of Employees :	5113 (Approximately)

RATING & COMMENTS

MIRA’s Rating :

Aa (85)

RATING		STATUS	PROPOSED CREDIT LINE
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

Status :	Excellent
Payment Behaviour :	Regular
Litigation :	Exist
Comments :	Indian Hotel Company Limited is promoted by the Tata Sons limited, Incorporated in 1902, it has long-standing operations spanning over 100 years and operates the largest chain of hotels in South Asia having an excellent track. The company is continuously incurring heavy losses from its business operation. However, reserves position of the company is sound. General financial position of the company is decent. Fundamentals of the company are strong and healthy. The rating also takes into consideration rich experience of its promoters, long established track record and strong brand image of the company. Trade relations are reported as fair. Business is active. Payments terms are reported to be regular and as per commitment. In view of long track record and extensive experience of its promoters, the company can be considered good for business dealings at usual trade terms and conditions.

NOTES:

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

EXTERNAL AGENCY RATING

Rating Agency Name	CARE
Rating	Long Term Bank Facilities = AA+
Rating Explanation	High degree of safety and carry very low credit risk.
Date	October 15, 2015

Rating Agency Name	CARE
Rating	Short Term Bank Facilities = A1+
Rating Explanation	Very strong degree of safety and carry lowest credit risk.
Date	October 15, 2015

RBI DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available RBI Defaulters’ list.

EPF (Employee Provident Fund) DEFAULTERS’ LIST STATUS

Subject’s name is not enlisted as a defaulter in the publicly available EPF (Employee Provident Fund) Defaulters’ list as of 31-03-2015.

INFORMATION DENIED

MANAGEMENT NON CO-OPERATIVE (91-22-663995515)

LOCATIONS

Registered Office / Share Department :	Mandlik House, Mandlik Road, Mumbai – 400 001, Maharashtra, India
Tel. No.:	91-22-66395515 / 22026260
Fax No.:	91-22-22027442
E-Mail :	tajlakepalace.udaipur@tajhotels.com sumit.guha@tajhotels.com ks.srinivasan@tajhotels.com pradip.rao@tajhotels.com deepa.harris@tajhotels.com shares.dept@tajhotels.com investorrelations@tajhotels.com
Website :	http://www.tajhotels.com
Development Corporate Office:	15/17, N.F. Road, Mumbai – 400 001, Maharashtra, India
Tel No.:	91-22-66651000
Fax No.:	91-22-22846680/ 83/ 22821403
Corporate Office	9th Floor, Express Towers, Barrister Rajni Patel Marg, Nariman Point, Mumbai 400 021, Maharashtra, India
Tel No.:	(91 22) 61371637
Fax No.:	(91 22) 61371710
Hotel Units:	No. 34-B, Belvedere Road, Kolkata – 700027, west Bengal, India
Hotels/ Units :	Indian · Mumbai · New Delhi · Bengaluru · Udaipur · Hyderabad · Goa · Aurangabad · Chennai · Jodhpur · Jaipur · Gwalior · Jaisalmer · Calicut · Khajuraho · Ooty · Kerala · Srinagar · Madhopur · Gurgaon , NCR · Surat · Vijaywada · Vadodara · Ahmedabad · Gir Forest Overseas · Morocco · Dubai · Bhutan · Zambia · Malaysia · Colombo

DIRECTORS

As on: 31.03.2015

Name :	Cyrus P. Mistry
Designation :	Chairman (w.e.f. December 28, 2012)
Date of Birth/Age :	04.07.1968
Qualification :	Graduate Degree in Civil Engineering, UK, M.Sc. in Management, London Business School
Expertise in specific functional areas :	Wide business experience across a variety of Industries
Date of Appointment :	28.12.2012
Name :	Mr. K.B. Dadiseth
Designation :	Director
Date of Birth/Age :	20.12.1945
Qualification :	B. Com., Member, Institute of Chartered Accountants, England and Wales
Date of Appointment :	09.05.2000
Name :	Mr. Deepak Parekh
Designation :	Director
Date of Birth/Age :	18.10.1945
Qualification :	B. Com, FCA (England and Wales)
Expertise in specific functional areas :	Banking and Finance
Date of Appointment :	09.05.2000
Name :	Mr. Jagdish Capoor
Designation :	Director
Date of Birth/Age :	01.07.1939
Qualification :	M.Com., Certified Associate of Indian Institute of Bankers (CAIIB)
Date of Appointment :	27.07.2001
Name :	Mr. Shapoor Mistry
Designation :	Director
Date of Birth/Age :	06.09.1964
Qualification :	B.A. (England) - Business and Economics
Expertise in specific functional areas :	Management
Date of Appointment :	17.04.2003
Name :	Mr. Nadir Godreg
Designation :	Director
Date of Birth/Age :	26.08.1951
Qualification :	B.Sc. Chemical Engineering - Massachusetts Institute of Technology (MIT) M.S. Chemical Engineering - Stanford University. MBA - Harvard Business School
Date of Appointment :	07.11.2008
Name :	Guy Lindsay Macintyre Crawford
Designation :	Director (w.e.f. March 27, 2013)
Date of Birth/Age :	18.06.1952
Qualification :	Fellow, Institute of Hospitality, U.K.
Expertise in specific functional areas :	Hoteliering
Date of Appointment :	27.03.2013
Name :	Raymond N. Bickson
Designation :	Managing Director
Date of Birth/Age :	16.12.1955
Qualification :	Advanced Management Program at Harvard Business School in Boston. Also studied at the Goethe Institute in Berlin, the Alliance Française in Paris, the Université de Sorbonne in Paris, L’école Hôtellière Lausanne, and Cornell University in New York.
Expertise in specific functional areas :	Hoteliering
Date of Appointment :	09.01.2003
Name :	Mr. Anil P. Goel
Designation :	Executive Director – Finance
Date of Birth/Age :	20.05.1957
Qualification :	B. Com, A.C.A.
Expertise in specific functional areas :	Finance
Date of Appointment :	17.03.2008
Name :	Mr. Abhijit Mukerji
Designation :	Executive Director – Hotel Operations
Date of Birth/Age :	11.09.1962
Qualification :	Degree from the Ecole Superieure des Science Economiques et Commerciales (Cornell E.S.S.E.C., France), Harvard Business School – General Management Program (GMP) and is a Certified Hotel Administrator (CHA) from the Educational Institute of the American Hotel and Motel Association.
Expertise in specific functional areas :	Hoteliering
Date of Appointment :	17.03.2008
Name :	Mehernosh S. Kapadia
Designation :	Executive Director – Corporate Affairs (w.e.f. August 10, 2011)
Date of Birth/Age :	22.05.1953
Qualification :	Diploma in Travel Management
Date of Appointment :	10.08.2011
Name :	Ireena Vittal
Designation :	Director
Name :	Gautam Banerjee
Designation :	Director
Name :	Vibha Paul Rishi
Designation :	Director
Name :	Rakesh Sarna Managing
Designation :	Director

KEY EXECUTIVES

Name :	Mr. Kundan
Designation :	Assistant Manager Finance
Management
Name :	Rakesh Sarna
Designation :	Managing Director and CEO
Name :	Anil P. Goel
Designation :	Anil P. Goel Executive Director & CFO
Name :	Mehernosh S. Kapadia
Designation :	Executive Director – Corporate Affairs
Name :	Chinmai Sharma
Designation :	Chief Revenue Officer
Name :	Dr. P. V. Ramana Murthy
Designation :	Senior Vice President – Human Resources
Name :	Rohit Khosla
Designation :	Senior Vice President – Operations (Delhi)
Name :	Farhat Jamal
Designation :	Senior Vice President – Operations (Mumbai
Name :	Prabhat Verma
Designation :	Senior Vice President – Operations (Bangalore)
Name :	Suma Venkatesh
Designation :	Vice President – Development
Name :	Beejal Desai
Designation :	Vice President – Legal & Company Secretary

MAJOR SHAREHOLDERS / SHAREHOLDING PATTERN

As on 30.09.2015

Category of Shareholder	Total No. of Shares	Total Shareholding as a % of Total No. of Shares
(A) Shareholding of Promoter and Promoter Group
(1) Indian
Bodies Corporate	303066224	37.53
Sub Total	303066224	37.53
(2) Foreign
Total shareholding of Promoter and Promoter Group (A)	303066224	37.53
(B) Public Shareholding
(1) Institutions
Mutual Funds / UTI	80563302	10.00
Financial Institutions / Banks	87923521	10.89
Central Government / State Government(s)	1032	0.00
Insurance Companies	28448870	3.52
Foreign Institutional Investors	138665482	17.18
Any Others (Specify)	5951	0.00
Others	5951	0.00
Sub Total	335608158	41.59
(2) Non-Institutions
Bodies Corporate	36911684	4.58
Individuals
Individual shareholders holding nominal share capital up to Rs.0.100 Million	97591323	13.94
Individual shareholders holding nominal share capital in excess of Rs.0.100 Million	10906326	1.43
Any Others (Specify)	7288480	0.91
Trusts	104766	0.01
Clearing Members	164185	0.02
Hindu Undivided Families	2358111	0.29
Directors & their Relatives & Friends	157225	0.02
NRIs/Foreign Individuals	4504193	0.56
Sub Total	152697813	20.86
Total Public shareholding (B)	488305971	62.45
Total (A)+(B)	791372195	99.98
(C) Shares held by Custodians and against which Depository Receipts have been issued	0	0.00
(1)	0	0.00
(2)	170870	0.02
Sub Total	170870	0.02
Total (A)+(B)+(C)	791543065	100.00

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Promoter and Promoter Group

Name of the Shareholder	Details of Shares held
	No. of Shares held	As a % of grand total (A)+(B)+(C)
Lady Tata Memorial Trust	1,77,28,200	2.20
Sir Dorabji Tata Trust	5,02,21,040	6.22
Sir Ratan Tata Trust	1,10,23,220	1.37
Tata Sons Limited	20,20,52,004	25.02
Tata Investment Corporation Limited	98,94,060	1.23
Ewart Investments Limited	13,18,543	0.16
Tata Chemicals Limited	72,71,666	0.90
Tata Global Beverages Limited	16,87,742	0.21
Tata Industries Limited	4,52,571	0.06
Tata Capital Limited	12,000	0.00
Oriental Hotels Limited	5,11,836	0.06
Taida Trading and Industries Limited	1,27,768	0.02
Taj Madurai Limited	7,65,574	0.09
Total	30,30,66,224	37.53

Shareholding of securities (including shares, warrants, convertible securities) of persons belonging to the category Public and holding more than 1% of the total number of shares

Sl. No.	Name of the Shareholder	No. of Shares held	Shares as % of Total No. of Shares	Details of convertible securities		Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
				Number of convertible securities held	% w.r.t total number of convertible securities of the same class
1	Life Insurance Corporation of India	65752493	8.14	15254381	15.19	8.19
2	Reliance Capital Tustee Company Limited A/c. Reliance Equity Opportunities Fund	37343753	4.62	6035852	6.01	4.38
3	Government Pension Fund Global	29828666	3.69	8409739	8.38	3.87
4	LIC of India Market Plus Growth Fund	16953393	2.10	0	0.00	1.71
5	Frankin Templeton Investment Funds	13638582	1.69	1385272	1.38	1.52
6	SAIF III Mauritius Company Limited	13107574	1.62	3333200	3.32	1.66
7	General Insurance Corporation of India	12600160	1.56	3636300	3.62	1.64
8	The New India Assurance Company Limited	11484949	1.42	3636000	3.62	1.53
9	Siwa Holdings Limited	9278805	1.15	2682684	2.67	1.21
10	Reliance Capital Tustee Company Limited A/C Reliance Tax Saver (ELSS) Fund	9135000	1.13	1113750	1.11	1.04
11	ICICI Prudential Life Insurance Company Limited	9390617	1.16	1294054	1.29	1.08
	Total	228513992	28.30	46781232	46.59	27.83

Shareholding of securities (including shares, warrants, convertible securities) of persons (together with PAC) belonging to the category “Public” and holding more than 5% of the total number of shares of the company

Sl. No.	Name(s) of the shareholder(s) and the Persons Acting in Concert (PAC) with them	No. of Shares	Shares as % of Total No. of Shares	Details of convertible securities		Total shares (including underlying shares assuming full conversion of warrants and convertible securities) as a % of diluted share capital
				Number of convertible securities held	% w.r.t total number of convertible securities of the same class
1	Life Insurance Corporation of India	65752493	8.14	15254381	15.19	8.19
	Total	65752493	8.14	15254381	15.19	8.19

BUSINESS DETAILS

Line of Business :	Subject is primarily engaged in the business of owning, operating and managing hotels, palaces and resorts. (Confirmed by management)
Products :	--
Brand Names :	Taj Bengal
Agencies Held :	Not Divulged
Exports :	Not Divulged
Imports :	Not Divulged
Terms :	Not Divulged

GENERAL INFORMATION

Suppliers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Experience :	Not Divulged
Maximum Limit Dealt :	Not Divulged

Customers :

Reference :	Not Divulged
Name of the Person :	Not Divulged
Contact No.:	Not Divulged
Since How Long Known :	Not Divulged
Experience :	Not Divulged
Maximum Limit Dealt :	Not Divulged

No. of Employees :

5113 (Approximately)

Bankers :

Banker Name	The Hongkong and Shanghai Banking Corporation Limited
Branch Address	Not Divulged
Person Name (With Designation)	Not Divulged
Contact Number	Not Divulged
Name of Account Holder	Not Divulged
Account Number	Not Divulged
Account Since (Date/Year of Account Opening)	Not Divulged
Average Balance Maintained (If Possible)	Not Divulged
Credit Facilities Enjoyed (If any)	Not Divulged
Account Operation	Not Divulged
Remarks (If any)	Not Divulged

• Standard Chartered Bank
• State Bank of India
• HDFC Bank Limited
• ICICI Bank Limited

Facilities :

(Rs. In Million)

SECURED LOAN	As on 31.03.2015	As on 31.03.2014
Long Term Borrowing
Debentures	7000.000	7900.000
Short Term Borrowing
Loans repayable on demand
From Bank (Secured loan from Bank consists of overdraft facilities. These are secured by hypothecation of operating supplies, stores, food and beverages and receivables.)	0.000	93.400
Total	7000.000	7993.400

Long Term Borrowing

(ii) N on Convertible Debentures - Secured include:

a) 3,000, 10.10% Secured Non-Convertible Debentures of Rs. 1.000 million Each aggregating Rs. 3000.000 million, allotted on November 18, 2011 are repayable at par on November 18, 2021 i.e at the end of 10th year from the date of allotment.

b) 2,500, 9.95% Secured Non-Convertible Debentures of Rs. 1.000 million Each aggregating Rs. 2500.000 million, allotted on July 27, 2011 are repayable at par on July 27, 2021 i.e at the end of 10th year from the date of allotment.

c) 3,000, 2% Secured Non-Convertible Debentures of Rs. 1.000 million Each aggregating Rs. 3000.000 million, allotted on March 22, 2010 were repayable in 3 annual instalments commencing at the end of 5th, 6th & 7th year from the date of allotment along with redemption premium of Rs. 0.613 Million per debenture. During the year, the Company has repaid the first instalment of Rs. 6.000 million on March 23, 2015. The second instalment of Rs. 900.000 million Due on March 22, 2016 has been classified under current maturities of long term borrowings. The third instalment is due on March 22, 2017. All the Secured Non-Convertible Debentures are rated, listed and secured by a pari passu first charge created on all the fixed assets of the Company, both present and future.

(iii) N on Convertible Debentures - Unsecured include:

a) 2,500, 2% Unsecured Non-Convertible Debentures of Rs. 1.000 million Each aggregating Rs. 2500.000 million, allotted on December 9, 2009 are repayable on December 9, 2019 i.e at the end of the 10th year from the date of allotment, along with redemption premium of Rs. 1.243 million Per debenture.

b) 1,360, 9.90% Unsecured Non-Convertible Debentures of Rs. 1.000 million each aggregating Rs. 1360.000 million, allotted on February 24, 2012 are repayable on February 24, 2017 i.e at the end of the 5th year from the date of allotment.

c) 1,500, 2% Unsecured Non-Convertible Debentures of Rs. 1.000 million each aggregating Rs. 1500.000 million, allotted on December 9, 2009 were repayable on December 9, 2014 i.e at the end of the 5th year from the date of allotment along with redemption premium of Rs. 0.437 million per debenture. During the year, the Company has repaid these debentures on the due date.

d) 2,000, 2% Unsecured Non-Convertible Debentures of Rs. 1.000 million each aggregating Rs. 2000.000 million, allotted on April 23, 2012 are repayable on April 23, 2017, i.e at the end of the 5th year from the date of allotment along with redemption premium of Rs. 0.471 million per debenture.

(iv) Compulsorily Convertible Debentures - Unsecured include:

18,18,01,228 Unsecured Compulsorily Convertible Debentures (CCDs) of Rs. 55 each aggregating Rs. 9999.100 million, were allotted on September 01, 2014 on a rights basis. Each CCD is convertible into 1 equity share of Rs. 1 each at a premium of Rs. 54 per share on March 1, 2016 i.e. after 18 months from the date of allotment.

(v) Term Loan from Banks (Unsecured) include:

a) External commercial borrowing of US $ 95 million was taken on November 23, 2011. The loan is repayable at the end of 50th, 60th, and 72nd month from November 23, 2011 in equal instalments to achieve the average maturity of 5.05 years and carries an interest which is based on a spread over LIBOR. The first instalment of US $ 31.67 million (Rs. 1972.500 million) due on January 22, 2016, has been classified under current maturities of long term borrowings.

b) Unsecured term loan from a bank of Rs. 1000.000 million was taken on August 26, 2013 for 3 years carrying interest rate of 11.50% p.a. During the year, the Company has repaid the loan on September 30, 2014.

(vi) The Company has entered into cross currency swap contracts as a part of its risk management strategy to convert Indian Rupee borrowings into Foreign Currency borrowings which are used to hedge net investment in a non-integral foreign operation (Refer Note 4, page 95). At the reporting date, the notional amounts are restated at the closing exchange rates. As at March 31, 2015, the difference aggregating Rs. 2364.800 million (Previous Year Rs. 2691.900 million) on restatement represents a liability which is classified as "unsecured loans and advances". The notional amount due within twelve months of Rs. 226.500 million has been classified under current maturities of long term borrowings.

Short Term Borrowing

(i) Secured loan from Bank consists of overdraft facilities. These are secured by hypothecation of operating supplies, stores, food and beverages and receivables. (ii) During the previous year, the Company had taken an unsecured short term loan from a bank of Rs. 2000.000 million Carrying interest rate of 10.35% p.a. The loan was drawn down in tranches of Rs. 1000.000 million each on July 25, 2013 and July 30, 2013 with a put / call option at the end of six months from the draw down date. The Company has repaid Rs. 500.000 million on March 27, 2014 and Rs. 1500.000 million on August 30, 2014. The outstanding as on March 31, 2015 is Nil.

Auditors 1:
Name :	Deloitte Haskins and Sells Chartered Accountants
Auditors 2:
Name :	PKF Sridhar and Santhanam Chartered Accountants
Solicitors :	Mulla and Mulla and Craigie Blunt and Caroe
Memberships :	Not Available
Collaborators :	Not Available
Company having substantial interest:	Tata Sons Limited, India
Subsidiary Companies:	Domestic TIFCO Holdings Limited, India Residency Foods and Beverages Limited, India KTC Hotels Limited, India United Hotels Limited, India Taj SATS Air Catering Limited, India Roots Corporation Limited, India Taj Enterprises Limited, India Taj Trade and Transport Co. Limited, India Benares Hotels Limited, India Inditravel Limited, India Piem Hotels Limited, India Northern India Hotels Limited, India Taj Rhein Shoes Co. Limited, India Ideal Ice and Cold Storage Co. Limited, India International Samsara Properties Limited, British Virgin Islands Apex Hotel Management Services (Pte) Limited, Singapore Chieftain Corporation NV, Netherlands Antilles IHOCO BV, Netherlands St. James Court Hotel Limited, United Kingdom Taj International Hotels Limited, United Kingdom IHMS (Australia) Pty. Limited, Australia International Hotel Management Services Inc., United States of America Taj International Hotels (H.K.) Limited, Hong Kong · PIEM International (H.K.) Limited, Hong Kong
Jointly Controlled Entities :	Domestic · Taj Madras Flight Kitchen Private Limited, India · Taj Karnataka Hotels and Resorts Limited, India · Taj Kerala Hotels and Resorts Limited, India · Taj GVK Hotels and Resorts Limited, India · Taj Safaris Limited, India · Kaveri Retreats and Resorts Limited*, India International · TAL Hotels and Resorts Limited, Hong Kong · IHMS Hotels (SA) (Proprietary) Limited, South Africa
Associates :	Domestic · Oriental Hotels Limited, India · Taj Madurai Limited, India · Taida Trading and Industries Limited, India International · Lanka Island Resort Limited, Sri Lanka · TAL Lanka Hotels PLC, Sri Lanka · BJETS Pte Limited, Singapore

CAPITAL STRUCTURE

As on 31.03.2015

Authorised Capital:

No. of Shares	Type	Value	Amount
2000000000	Ordinary Shares	Rs.1/- each	Rs. 2000.000 Million
	Total		Rs. 2000.000 Million

Issued Capital:

No. of Shares	Type	Value	Amount
807489291	Ordinary Shares	Re.1/- each	Rs.807.500 Million

Subscribed & Paid-up Capital:

No. of Shares	Type	Value	Amount
807472787	Ordinary Shares	Re.1/- each	Rs.807.500 Million

NOTE:

The Company has one class of equity shares having a par value of Rs. 1 per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

During the year ended March 31, 2015, no dividend is proposed as distribution to equity shareholders (Previous year Rs. Nil per share).

The shareholders have approved vide Postal Ballot dated May 23, 2014, the re-classification of the authorised Share Capital of the Company which now comprises Rs. 2000.000 million equity shares of Rs. 1 each aggregating Rs. 2000.000 million.

The Company on September 1, 2014 has allotted 18,18,01,228 Compulsorily Convertible Debentures (CCDs) of Rs. 55 each aggregating to Rs. 9999.100 million on a “rights” basis. Each CCD is convertible into 1 equity share of Rs. 1 each at a premium of Rs. 54 per share after 18 months from the date of allotment of the CCD. The CCDs have been classified as a part of “Long term Borrowings”.

1. Reconciliation of the shares outstanding at the beginning and at the end of the year

Particulars	31.03.2015
	No. of shares	Amount (Rs. in Million)
As at the beginning of the year	80,74,72,787	807.500
Add : Issued during the year	--	--
As at the end of the year	80,74,72,787	807.500

2. Shareholders holding more than 5% shares in the Company:

Particulars	31.03.2014
	No. of shares	% of Holding
Equity share of Re.1/- each fully paid
Tata Sons Limited	202052004	25.02
Life Insurance Corporation of India	67797250	8.14
Sir Dorabji Tata Trust	50221040	6.22

3. 16,504 (Previous year - 16,504) Ordinary Shares were issued but not subscribed to as at the end of the respective years and have been kept in abeyance pending resolution of legal dispute.

FINANCIAL DATA

[all figures are in Rupees Million]

ABRIDGED BALANCE SHEET

SOURCES OF FUNDS	31.03.2015	31.03.2014	31.03.2013
I. EQUITY AND LIABILITIES
(1)Shareholders' Funds
(a) Share Capital	807.500	807.500	807.500
(b) Reserves & Surplus	25344.000	26130.900	32269.000
(c) Money received against share warrants	0.000	0.000	0.000
(2) Share Application money pending allotment	0.000	0.000	0.000
Total Shareholders’ Funds (1) + (2)	26151.500	26938.400	33076.500
(3) Non-Current Liabilities
(a) long-term borrowings	28981.000	21535.100	22681.300
(b) Deferred tax liabilities (Net)	1910.600	1071.600	955.000
(c) Other long term liabilities	5854.700	773.500	747.500
(d) long-term provisions	273.100	5810.800	6744.200
Total Non-current Liabilities (3)	37019.400	29191.000	31128.000
(4) Current Liabilities
(a) Short term borrowings	9.900	1615.900	1935.400
(b) Trade payables	1654.900	1734.800	1516.400
(c) Other current liabilities	6337.900	6331.000	3154.600
(d) Short-term provisions	810.200	1852.600	1443.000
Total Current Liabilities (4)	8812.900	11534.300	8049.400
TOTAL	71983.800	67663.700	72253.900
II. ASSETS
(1) Non-current assets
(a) Fixed Assets
(i) Tangible assets	21536.600	16776.500	17453.000
(ii) Intangible Assets	0.000	197.600	111.600
(iii) Capital work-in-progress	0.000	4304.600	3075.000
(iv) Intangible assets under development	0.000	14.200	17.300
(b) Non-current Investments	25461.400	27616.400	33691.400
(c) Deferred tax assets (net)	0.000	0.000	0.000
(d) Long-term Loan and Advances	14395.500	15547.200	14410.200
(e) Other Non-current assets	32.800	47.000	123.600
Total Non-Current Assets	61426.300	64503.500	68882.100
(2) Current assets
(a) Current investments	4318.200	0.000	0.000
(b) Inventories	431.600	401.800	383.700
(c) Trade receivables	1388.800	1244.100	1252.200
(d) Cash and cash equivalents	3558.300	431.700	489.600
(e) Short-term loans and advances	532.400	676.700	821.000
(f) Other current assets	328.200	405.900	425.300
Total Current Assets	10557.500	3160.200	3371.800
TOTAL	71983.800	67663.700	72253.900

PROFIT & LOSS ACCOUNT

	PARTICULARS	31.03.2015	31.03.2014	31.03.2013
	SALES
	Rooms, Restaurants, Banquets and Other Operating Income	20243.800	19295.100	18758.600
	Other Income	792.200	478.200	489.300
	TOTAL	21036.000	19773.300	19247.900
Less	EXPENSES
	Food and Beverages Consumed	1818.800	1768.300	1640.800
	Employee Benefit Expense and Payment to Contractors	5313.700	4725.300	4767.300
	Other Operating and General Expenses	9524.600	8906.900	8306.400
	Exceptional Items	2287.000	7371.000	4329.100
	TOTAL	18944.100	22771.500	19043.600
Less	PROFIT BEFORE INTEREST, TAX, DEPRECIATION AND AMORTISATION	2091.900	(2998.200)	204.300
Less	FINANCIAL EXPENSES	894.600	988.200	1052.000
	PROFIT BEFORE TAX, DEPRECIATION AND AMORTISATION	1197.300	(3986.400)	(847.700)
Less/ Add	DEPRECIATION/ AMORTISATION	1178.500	1222.600	1250.200
	PROFIT/ (LOSS) BEFORE TAX	18.800	(5209.000)	(2097.900)
Less	TAX	839.000	695.900	668.200
	PROFIT/ (LOSS) AFTER TAX	(820.200)	(5904.900)	(2766.100)
Add	PREVIOUS YEARS’ BALANCE BROUGHT FORWARD	(3894.800)	652.900	4226.700
Less	APPROPRIATIONS
	Dividend paid for previous year	0.000	0.000	48.000
	Transfer from Debenture Redemption Reserve	0.000	1350.000	0.000
	Tax on Dividend	0.000	0.000	105.900
	Proposed Dividend	0.000	0.000	646.000
	Tax on Dividend	0.000	7.200	7.800
	Transfer to General Reserve	0.000	0.000	0.000
	Total	0.000	0.000	807.700
	BALANCE CARRIED TO THE B/S	(4715.000)	(3894.800)	652.900
	EARNINGS IN FOREIGN CURRENCY
	Rooms, Restaurants, Banquets and other Services	6856.900	7197.600	7272.000
	Interest received	8.400	8.100	7.300
	TOTAL EARNINGS	6865.300	7205.700	7279.300
	IMPORTS
	Raw Materials (Food and Beverage)	85.800	102.400	88.400
	Stores, Supplies and Spare Parts for Machinery	52.500	65.900	53.200
	Capital Goods	252.900	285.900	180.200
	TOTAL IMPORTS	391.200	454.200	321.800
	Earnings Per Share (Rs.)	(1.01)	(7.31)	(3.47)

CURRENT MATURITIES OF LONG TERM DEBT DETAILS

Particulars	31.03.2015	31.03.2014	31.03.2013
Current Maturities of Long term debt	3099.000	3755.000	606.000
Cash generated from operations	5145.000	6171.300	3781.100
Net Cash flows from operating activities	4947.700	5389.200	3320.200

QUARTERLY RESULTS

PARTICULARS	1 Quarter	2 Quarter
	30.06.2015	30.09.2015
Revenue	4,534.800	4,703.500
Other Income	269.200	350.300
Total Income	4,804.000	5,053.800
Expenditure	(3,628.900)	(4,530.100)
Interest	(212.600)	9219.100)
PBDT	962.500	304.600
Depreciation	(295.000)	(301.400)
PBT	667.500	3.200
Tax	(156.700)	(2.000)
Net Profit	510.800	1.200

KEY RATIOS

PARTICULARS		31.03.2015	31.03.2014	31.03.2013
Net Profit Margin (PAT / Sales)	(%)	(4.05)	(30.60)	(14.75)
Operating Profit Margin (PBIDT/Sales)	(%)	10.33	(15.54)	1.09
Return on Total Assets (PBT/Total Assets}	(%)	0.04	(14.58)	(5.91)
Return on Investment (ROI) (PBT/Networth)		0.00	(0.19)	(0.06)
Debt Equity Ratio (Total Debt /Networth)		1.23	1.00	0.76
Current Ratio (Current Asset/Current Liability)		1.20	0.27	0.42

STOCK PRICES

Face Value	Rs.1/-
Market Value	Rs.115.10/-

FINANCIAL ANALYSIS

[all figures are in Rupees Million]

DEBT EQUITY RATIO

Particular	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Share Capital	807.500	807.500	807.500
Reserves & Surplus	32269.000	26130.900	25344.000
Money received against share warrants	0.000	0.000	0.000
Share Application money pending allotment	0.000	0.000	0.000
Net worth	33076.500	26938.400	26151.500
long-term borrowings	22681.300	21535.100	28981.000
Short term borrowings	1935.400	1615.900	9.900
current maturities of long-term debts	606.000	3755.000	3099.000
Total borrowings	25222.700	26906.000	32089.900
Debt/Equity ratio	0.763	0.999	1.227

YEAR-ON-YEAR GROWTH

Year on Year Growth	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	18758.600	19295.100	20243.800
		2.860	4.917

NET PROFIT MARGIN

Net Profit Margin	31.03.2013	31.03.2014	31.03.2015
	(Rs. In Million)	(Rs. In Million)	(Rs. In Million)
Sales	18758.600	19295.100	20243.800
Profit (Loss)	(2766.100)	(5904.900)	(820.200)
	(14.75%)	(30.60%)	94.05%)

LOCAL AGENCY FURTHER INFORMATION

Sr. No.	Check list by info agents	Available in Report (Yes/No)
1	Year of establishment	Yes
2	Constitution of the entity -Incorporation details	Yes
3	Locality of the entity	Yes
4	Premises details	No
5	Buyer visit details	No
6	Contact numbers	Yes
7	Name of the person contacted	No
8	Designation of contact person	No
9	Promoter’s background	Yes
10	Date of Birth of Proprietor / Partners / Directors	Yes
11	Pan Card No. of Proprietor / Partners	No
12	Voter Id Card No. of Proprietor / Partners	No
13	Type of business	Yes
14	Line of Business	Yes
15	Export/import details (if applicable)	No
16	No. of employees	Yes
17	Details of sister concerns	Yes
18	Major suppliers	No
19	Major customers	No
20	Banking Details	Yes
21	Banking facility details	Yes
22	Conduct of the banking account	--
23	Financials, if provided	Yes
24	Capital in the business	Yes
25	Last accounts filed at ROC, if applicable	Yes
26	Turnover of firm for last three years	Yes
27	Reasons for variation <> 20%	--
28	Estimation for coming financial year	No
29	Profitability for last three years	Yes
30	Major shareholders, if available	Yes
31	External Agency Rating, if available	Yes
32	Litigations that the firm/promoter involved in	Yes
33	Market information	---
34	Payments terms	Yes
35	Negative Reporting by Auditors in the Annual Report	No

LITIGATION

LITIGATION DETAILS
Bench:- Bombay PRESENTATION DATE: 05.09.2014
Lodging No. :	ITXAL/1658/2014	Failing Date:-	05.09.2014	Reg. No.	ITXA/123/2015	Reg. Date	22.01.2015
Petitioner:-	COMMISSIONER OF INCOME TAX - 2-		Respondent:-	INDIAN HOTELS COMPANY LIMITED
Petn. Adv:-	SURESH KUMAR (I2100)		Resp. Adv.:	PARAG A VYAS (I5708)
District:-	MUMBAI
Bench:-	SINGLE		Category:-	TAX APPEALS
Status:-	Pre-Admission		Stage:-	FOR REJECTION (ORIGINAL SIDE MATTERS)
Last Date:-	22.01.2015
Last Coram:-	REGISTRAR (OS) / PROTHONOTARY AND SR. MASTER.
Act. :	INCOME TAX ACT, 1961			UNDER SECTION:-260A

CORPORATE INFORMATION

The Company, is a listed public limited company incorporated in 1902. It is promoted by Tata Sons Limited, which holds a significant stake in the Company. The Company is primarily engaged in the business of owning, operating and managing hotels, palaces and resorts.

STATE OF AFFAIRS OF THE COMPANY /BUSINESS OVERVIEW

GDP growth in India during the year is estimated at 7.4%. Inflation has decreased significantly from as high as 11.2% in November, 2013 to 5.2% in March, 2015. Inflation expectation in the future has softened to single digit. The Indian Rupee was relatively stable against the US Dollar and from 59/$ as at the beginning of the year, the exchange rate hovered around 61/$ levels on the average and closed at 62/$ at the year end. All the above factors have led the Indian Economy on a recovery and growth path.

International tourist arrivals, worldwide, have grown to 1.14 billion in 2014, 4.7% above 2013 and are likely to grow 3% to 4% in 2015.

Foreign Tourist Arrivals, in India, during 2014 was 7.46 million, which translates to a 7.1% growth over the previous year. Foreign Exchange Earnings (FEEs) have grown by 6.6% at US$ 19.65 billion for the year.

Taj Group launched one new Vivanta by Taj hotel during the latter part of the year at Dwarka, New Delhi, besides

three new Gateway hotels at Raipur, Gondia and Gurgaon, respectively. The Group also entered into a new management contract for a new Taj at Downtown, Dubai (296 rooms). Also, the Taj Group exited two of its international properties at Marrakech and Sydney, respectively. The Group currently has a portfolio of 33 Ginger hotels with an inventory of 3,038 rooms (including 5 hotels under management contract and one transit guest house). The inventory of the Taj Group of Hotels now stands at 131 hotels with 15,751 rooms.

The Company continues to pursue expansion both in the domestic and international market, under various brands to achieve sustainable and profitable growth.

Income

Total Income for the year ended March 31, 2015 at Rs. 2,1036.000 million was higher than previous year by 6%. While Room Income was higher by 3% than the previous year due to improved ARR, Food & Beverage income increased by 5% over the previous year, aided by growth in restaurant sales and banqueting income.

MANAGEMENT DISCUSSION AND ANALYSIS

OVERVIEW OF THE GLOBAL & INDIAN TOURISM INDUSTRY

Over the past few years, tourism has proven to be a strong and resilient economic activity and a fundamental contributor to the economic recovery by generating billions of dollars in exports and creating millions of jobs at a global scale. Travel & Tourism not only outpaced the general economy worldwide but also grew faster than major industries such as automotive manufacturing, financial services and health care.

2014 proved to be yet another successful year for the Travel & Tourism sector, off the back of a modestly stronger economic environment. The uplift in Travel & Tourism sector growth in 2014 improved though the actual growth achieved trailed the forecast.

As per the United Nations World Tourism Organization (UNWTO), World Tourism Barometer, it is estimated that international tourist arrivals globally grew by 4.7% in 2014, reaching a record of 1.14 billion from 1.09 billion last year.

International tourism receipts increased by US$48 billion in 2014 to touch a record US$1,245 billion (UNWTO World Tourism Barometer). An additional US$ 221 billion was generated from international passenger transport, bringing total receipts to US$ 1.5 trillion.

Demand for International tourism was strongest for destinations in the Americas (+7%), Asia and the Pacific (+5%) while the increase in Europe (+4%), the Middle East (+4%) and Africa (+2%) was at a slightly more modest pace. By sub region, North America (+8%) saw the best results, followed by North-East Asia, South Asia, Southern and Mediterranean Europe, Northern Europe and the Caribbean, all increasing by 7%.

The long term outlook for the Indian hospitality business continues to be positive, both for the business as well as the leisure segments, with potential for economic growth, increases in disposable incomes and the burgeoning middle class. The Company is looking at various revenue enhancement and cost containment measures so that it can take advantage of the upswing as the business and economy recovers and the demand supply imbalance gets corrected.

UNSECURED LOAN

(Rs. In Million)

Particulars	As on 31.03.2015	As on 31.03.2014
LONG TERM BORROWING
Debentures	5860.000	5860.000
Compulsorily Convertible Debentures	9999.100	0.000
Term loans from Banks	3945.000	5701.000
loans and advances
From Related Party	38.600	37.200
Liability on currency swap contracts	2138.300	2036.900
SHORT TERM BORROWING
loans repayable on demand
from Bank	9.900	22.500
From Bank	0.000	1500.000
Total	21990.900	15157.600

INDEX OF CAHREGS:

S. NO.	CHARGE ID	DATE OF CHARGE CREATION/MODIFICATION	CHARGE AMOUNT SECURED	CHARGE HOLDER	ADDRESS	SERVICE REQUEST NUMBER (SRN)
1	10336608	09/02/2012	3,000,000,000.00	CENTBANK FINANCIAL SERVICES LIMITED	CENTRALBANK MMO BLDG6TH FLOOR 55 MAHATMA, GANDHI  RoaD FORT, MUMBAI - 400023, MAHARASHTRA, INDIA	B31985922
2	10314452	19/10/2011	2,500,000,000.00	CENTBANK FINANCIAL SERVICES LIMITED	CENTRALBANK MMO BLDG6TH FLOOR 55 MAHATMA, GANDHI  RoaD FORT, MUMBAI - 400023, MAHARASHTRA, INDIA	B23784283
3	10239811	15/09/2010	3,000,000,000.00	CENTBANK FINANCIAL SERVICES LIMITED	CENTRALBANK MMO BLDG6TH FLOOR 55 MAHATMA, GANDHI  RoaD FORT, MUMBAI - 400023, MAHARASHTRA, INDIA	A94439031
4	90164075	19/09/2000	10,000,000.00	BANK OF INDIA	SALIGAO BRANCH, SALIGAO BARDEZ, GOA, INDIA	-
5	90234669	28/06/2000	293,800,000.00	ICICI LTD	ICICI TOWER, BANDRA KURLA COMPLEX; BANDRA (E), MU  MBAI, MAHARASHTRA - 400051, INDIA	-
6	90218133	10/10/1997	15,000,000.00	CENTRAL BANK OF INDIA	MULLA HOUSE, 51; MAHARTMA GANDHI ROAD; FORT, MUMBAI - 40000, MAHARASHTRA 1, INDIA	-
7	90163555	27/06/1997	80,000,000.00	CENTURION BANK LIMITED	MAKER CHAMBERS III, NARIMAN POINT, MUMBAI - 40002, MAHARASHTRA1, INDIA	-
8	90218081	05/04/1997	50,000,000.00	CITI BANK NA	SAKHAR BHAVAN, 7TH FLOOR; NARIMAN POINT, MUMBAI- 400021,  MAHARASHTRA, INDIA	-
9	90160916	20/03/1997	3,000,000.00	DRESDNER BANK AG.	HOECAST HOUSE; NARIMAN POINT, MUMBAI - 400021, MAHARASHTRA , INDIA	-
10	90163505	20/03/1997	107,610,000.00	DREADNER BANK AG.	MUMBAI BRANCH, HOECHST HOUSE; 1ST FLOOR; NARIMAN  POINT, MUMBAI - 400021, MAHARASHTRA, INDIA	-

* Date of charge modification

FIXED ASSETS

Tangible Assets

· Freehold Land

· Leasehold Land

· Buildings

· Plant and Equipment

· Furniture and Fixtures

· Office Equipment

· Vehicles

Intangible Assets

· Website Development Cost

· Software

· Service and Operating Rights

UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED AND SIX MONTHS ON 30.09.2015

[RS. IN MILLION]

PARTICULARS	3 Months Ended		6 Months Ended
	30.09.2015 [Unaudited]	30.06.2015 [Unaudited]	30.09.2015 [Unaudited]
Income from Operations
(a) Net sates/income from operations (Net of excise duty)	4703.500	4534.800	9238.300
(b) Other Operating Income	0.000	0.000	0.000
Total income from operations (net)	4703.500	4534.800	9238.300
Expenses
(a) Cost of materials consumed	465.600	444.700	910.300
(b) licence Fees	305.100	291.800	596.900
(c) Changes in inventories of finished goods. work-in-progress and stock in trade	0.000	0.000	0.000
(d) Employee benefits expense	1595.300	1381.500	2976.800
(e) Depreciation and Amortization Expenses	301.400	295.000	596.400
(f) Other Expenses	1581.500	1526.300	3107.800
(g) fuel, power	479.600	477.800	957.400
Total expenses	4728.500	4417.100	9145.600
Profit/ (Loss) from operations before other Income, finance costs and exceptional Items (1-2)	-25.000	117.700	92.700
Other Income	350.300	269.200	619.500
Profit/ (Loss) from operations before other income, finance costs and exceptional items (3+4)	325.300	386.900	712.200
Finance Costs	219.100	212.600	431.700
Profit/ (Loss) from ordinary activities after finance cost but before exceptional items (5-6)	106.200	174.300	280.500
Exceptional items	103.000	(493.100)	(390.200)
Profit/ (Loss) from ordinary activities before tax (7+8)	3.200	667.400	670.700
Tax expenses	2.000	156.600	158.700
Net Profit / (Loss) from ordinary activities after tax (9-10)	1.200	510.800	512.000
Extraordinary item (net of tax expense)	0.000	0.000	0.000
Net Profit / (Loss) for the period (11-12)	1.200	510.800	512.000
Share of profit' (loss) of associates
Minority Interest
Net Profit/ (Loss) after taxes, minority interest and share of profit/(loss) of associates (13+14+15)
Paid up equity share capital (Face Value of Rs 10/-each)	807.5	807.5	807.5
Reserve excluding Revaluation Reserve as per Balance Sheet of previous accounting year
Earnings per share (before extraordinary items) of Rs.10/- each (not annualized):
(a) Basic	0.001	0.63	0.63
(b) Diluted	0.001	0.52	0.52
PARTICULARS OF SHAREHOLDING
A. Public Shareholding
- Number of shares	504406563	504406563	504406563
- Percentage of shareholding	62.47	62.47	62.47
Promoters and Promoter group shareholding
a) Pledged / Encumbered
- Number of shares	0	0	0
- Percentage of shares (as a % of the total shareholding of Promoter & Promoter group)	0	0	0
- Percentage of shares (as a % of the total Share Capital of the Company)	0	0	0
b) Non Encumbered
- Number of shares	303066224	303066224	303066224
- Percentage of shares (as a % of the total shareholding of Promoter & Promoter group)	100.00	100.00	100.00
- Percentage of shares (as a % of the total Share Capital of the Company)	37.53	37.53	37.53

	PARTICULARS	3 Months Ended 30.09.2015
B	Investor complaints (Nos.)
	Pending at the beginning of the quarter	-
	Received during the Quarter	2
	Disposed of during the quarter	2
	Remaining unresolved at the end of the quarter	-

(RS. IN MILLION)

SOURCES OF FUNDS	30.09.2015 [Unaudited]
I. EQUITY AND LIABILITIES
(1) Shareholders' Funds
(a) Share Capital	807.500
(b) Reserves & Surplus	25841.500
Total Shareholders’ Funds	26649.000
(2) Share Application Money Pending Allotment	0.000
(3) Non-Current Liabilities
(a) long-term borrowings	29609.300
(b) Deferred tax liabilities (Net)	2024.200
(c) Other long term liabilities	5879.100
(d) long-term provisions	433.500
Total Non-current Liabilities (3)	37946.100
(4) Current Liabilities
(a) Short term borrowings	115.400
(b) Trade payables	1810.400
(c) Other current liabilities	9348.700
(d) Short-term provisions	797.000
Total Current Liabilities (4)	12071.500
TOTAL	76666.600
II. ASSETS
(1) Non-current assets
(a) Fixed Assets	21873.800
(b) Non-current Investments	27987.300
(c) Deferred tax assets (net)	0.000
(d) Long-term Loan and Advances	12810.700
(e) Other Non-current assets	26.900
Total Non-Current Assets	62698.700
(2) Current assets
(a) Current investments	4384.100
(b) Inventories	475.800
(c) Trade receivables	1592.200
(d) Cash and cash equivalents	2605.900
(e) Short-term loans and advances	4341.600
(f) Other current assets	568.300
Total Current Assets	13967.900
TOTAL	76666.600

NOTE:

1. These results were reviewed by the Audit Committee of the Board and subsequently approved by the Board of Directors at its meetings held on November 9, 2015. These results have been audited by the Statutory Auditors of the Company.

2. In view of the seasonality of the sector, the financial results for the quarter and half year ended September 30, 2015 are not indicative of the full year’s expected performance.

3. Exceptional item - Others: for the quarter ended June 30, 2015 and half year ended September 30, 2015 comprise entirely of a gain on sale of the Company’s investment in Tata Projects Limited, which was classified as a long term investment.

4. The Board of Directors in its meeting held on April 9, 2015 had accorded approval for the company to acquire 80.1% equity stake in Lands End Properties Private Limited (“LEPPL”), the holding company of ELEL Hotels and Investment limited (“ELEL”) which is the licensee of the erstwhile hotel Sea Rock site. Accordingly, the Company has acquired the above equity stake in LEPPL from the erstwhile shareholders at an aggregate consideration of Rs. 1513 lakhs. Post the acquisition, LEPPL has now become a 100% subsidiary of the Company. As the acquisition happened after the reporting date, there is no impact of the transaction on the results for the quarter and half year ended September 30, 2015.

5. On February 4, 2015 the Company had communicated to the Stock Exchanges the approval of the Board of Directors to undertake a restructuring of the holding structure of the Company’s investments in its overseas subsidiaries / joint ventures / associate companies, thereby reflecting substantially all such existing investments, in its offshore assets, in a single 100% owned offshore subsidiary company. No dilution of control nor ownership was entailed in the proposed restructuring. It was intended to undertake the afore-mentioned restructuring by shifting the Company’s overseas investments by way of intra group share transfers of the various overseas subsidiaries / associates / joint venture companies into IHOCO BV, presently a 100% wholly owned (indirect) subsidiary (a WOS) located in the Netherlands. The aforementioned restructuring, earlier approved by the Reserve Bank of India, is in an advanced stage of implementation.

In effect, the Company is relocating its investments held in offshore entities which were, in the past, either held directly, or through Taj International Hotels (HK) Limited (a WOS) or through International Hotels Management Services Inc (IHMS Inc) (a WOS) into IHOCO BV.

6. Further, as part of the restructuring plan, on October 2, 2015, “IHMS Inc”, the erstwhile holding company of the Company’s assets in the US has transferred all its shareholding in its four 100% subsidiaries, namely IHMS LLC, IHMS (SF) LLC, IHMS (USA) LLC and IHMS (Boston) LLC (these LLC’s hold the US assets) along with other assets and liabilities, to United Overseas Holdings Inc, which has subsequently become a WOS of IHOCO BV.

7. On October 19, 2015, the Board of Directors have approved the amalgamation of International Hotel Management Services LLC (formerly known as IHMS Inc.) and Lands End Properties Private Limited, two wholly owned subsidiaries (“transferor companies”) into the Company, by way of two separate Schemes of Arrangement between the Company, each of the transferor companies and their respective shareholders and creditors, under sections 391 to 394 of the Companies Act, 1956 read with section 52 of the Companies Act, 2013, section 78 and sections 100 to 103 of the Companies Act, 1956. The intended amalgamation is subject to the requisite approvals of the shareholders and creditors of the company and the sanction of the High Court of Judicature at Bombay. The Schemes are also subject to compliance with applicable laws and receipt of relevant regulatory approvals and third party consents, as may be applicable. The appointed dates for the Schemes are January 1, 2016 and March 31, 2016, respectively, for each of the transferor companies. Upon effectiveness of the Schemes, each of the transferor companies will cease to exist as a separate legal entity and shall be deemed to be dissolved without winding up.

8. The impact of the Compulsorily Convertible Debentures (CCDs) issued by the Company on September 1, 2014 was anti-dilutive for the quarter and half year ended September 30, 2014. Therefore its effect was ignored in reporting the diluted earnings per share for those periods.

9. The formulae used for calculation of Debt Service Coverage Ratio and Interest Service Coverage Ratio are as follows:

- Debt Service Coverage Ratio = Profit before Tax + Interest (Net) + Provision for diminution in value of long term investments + Depreciation/ (Interest (Net) + Principal Repayment of long-term Debt).

- Interest Service Coverage Ratio - Profit before Tax + Interest (Net) + Provision for diminution in value of long term investments + Depreciation / Interest (Net).

- The ratios have been computed on a trailing twelve month basis.

10. Disclosure of segment-wise information is not applicable, as hoteliering is the Company’s only business segment.

11. Figures of the previous periods/year have been regrouped/reclassified, wherever necessary, to conform to the current period’s classification.

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 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.66.14
UK Pound	1	Rs.98.69
Euro	1	Rs.72.55

INFORMATION DETAILS

Information Gathered by :	KMN
Analysis Done by :	DIV
Report Prepared by :	MTN

SCORE & RATING EXPLANATIONS

SCORE FACTORS	RANGE	POINTS
HISTORY	1~10	10
PAID-UP CAPITAL	1~10	10
OPERATING SCALE	1~10	10
FINANCIAL CONDITION
--BUSINESS SCALE	1~10	10
--PROFITABILITY	1~10	6
--LIQUIDITY	1~10	10
--LEVERAGE	1~10	10
--RESERVES	1~10	10
--CREDIT LINES	1~10	9
--MARGINS	-5~5	-
DEMERIT POINTS
--BANK CHARGES	YES/NO	YES
--LITIGATION	YES/NO	YES
--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
DEFAULTER
--RBI	YES/NO	NO
--EPF	YES/NO	NO
TOTAL		85

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	--

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