Hotel Leela AR2009

Annual Report 2008-09
CORPORATE INFORMATION
Statutory Auditors
PICARDO & CO.
Chartered Accountants
Solicitors
Mulla & Mulla & Craigie Blunt & Caroe
Registered Office
The Leela Kempinski, Sahar
Mumbai 400 059
Website : www. theleela.com
E-mail : investor.service@theleela.com
Company Secretary
Dinesh Kalani
Registrar & Share Transfer Agents

M/s. Sharepro Services (India) Pvt. Ltd.
13 AB Samhita Warehousing Complex
2nd Floor, Off. Andheri Kurla Road
Sakinaka Telephone Exchange Lane
Sakinaka, Andheri East
Mumbai - 400 072
Bankers / Financial Institutions

Housing Development Finance Corporation Limited
Infrastructure Development Finance Corporation Limited
State Bank of India & Associated Banks
Export Import Bank of India
Bank of India
Union Bank of India
Bank of Baroda
Vijaya Bank
J & K Bank Limited
IDBI Bank Limited
The Federal Bank Limited
Oriental Bank of Commerce
28th Annual General Meeting

Date: Friday, 21st August, 2009
Time: 11.00 a.m.
Venue
Shree Bhaidas Maganlal Sabhagriha
U-1, Juhu Vile Parle Development Scheme
Vile Parle (West)
Mumbai – 400 056
Hotel Leelaventure Limited 5

NOTICE
NOTICE is hereby given that the TWENTY EIGHTH ANNUAL GENERAL MEETING of the Members of
HOTEL LEELAVENTURE LIMITED will be held at Shree Bhaidas Maganlal Sabhagriha, U-1, Juhu Vile
Parle Development Scheme, Vile Parle (West), Mumbai – 400 056 on Friday, the 21st August, 2009 at 11.00
a.m. to transact the following businesses:
ORDINARY BUSINESS:
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2009 and the Profit and
Loss Account for the year ended on the date and Reports of the Directors and Auditors thereon.
2. To declare a dividend on the equity shares.
3. To appoint a Director in place of Mr.M.Narasimham, who retires by rotation and being eligible, offers
himself for re-appointment.
4. To appoint a Director in place of Mr.C.K.Kutty, who retires by rotation and being eligible, offers himself
for re-appointment.
5. To appoint a Director in place of Mr.R.Venkatachalam, who retires by rotation and being eligible, offers
6. To appoint a Director in place of Mr.P.C.D.Nambiar, who retires by rotation and being eligible, offers
7. To appoint M/s.Picardo & Co., Chartered Accountants, as Statutory Auditors of the Company to hold
office from the conclusion of this meeting until the conclusion of the next Annual General Meeting and
to fix their remuneration.
SPECIAL BUSINESS:
8. To consider and if thought fit, to pass with or without modification(s), the following resolution as a
Special Resolution:
“RESOLVED THAT pursuant to the provisions of Section 81 (1A) and other applicable provisions,
if any, of the Companies Act, 1956 (including any amendments thereto or reenactment thereof) and
subject to approval of shareholders and such approvals, permissions, consents and sanctions as may be
necessary from the Government of India (GOI), the Reserve Bank of India (RBI), the provisions of the
Foreign Exchange Management Act, 1999 (FEMA), The Foreign Exchange Management (Transfer or
Issue of Security by a Person Resident outside India) Regulations, 2000, the Issue of Foreign Currency
Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, 1993, and
subject to the approval, consent, permission and / or sanction of the Ministry of Finance (Department
of Economic Affairs) and Ministry of Industry (Foreign Investment Promotion Board / Secretariat for
Industrial Assistance) and all other Ministries / Departments of the Government of India, Securities
and Exchange Board of India (SEBI) and / or any other competent authorities and the enabling provisions
of the Memorandum and Articles of Association of the Company, the Listing Agreements entered into by
the Company with the Stock Exchanges where the Company’s shares are listed and in accordance with
the regulations and guidelines issued by the GOI, RBI, SEBI and any competent authorities and
clarifications issued thereon from time to time and subject to all other necessary approvals, permissions,
consents and sanctions of concerned statutory and other authorities and subject to such conditions and
modifications as may be prescribed by any of them while granting such approvals, permissions, consents
and sanctions and which may be agreed to by the Board of Directors of the Company (hereinafter
referred to as the Board, which term shall include any Committee thereof) consent of the Board is
hereby accorded to create, offer, issue and allot in one or more tranches, whether rupee denominated or
denominated in foreign currency, in the course of international and / or domestic offering(s) in one or
more foreign markets, for a value of up to Rs.750,00,00,000 (Rupees Seven Hundred and Fifty Crores
Only) representing such number of Equity Shares by way of Rights Issue, Global Depository Receipts
(GDRs), American Depository Receipts (ADRs), Foreign Currency Convertible Bonds (FCCBs), Fully
Convertible Debentures /Partly Convertible Debentures, Preference Shares and /or Equity Shares through
Depository Receipt Mechanism and / or any Other Financial Instruments (OFIs) convertible into or
linked to Equity Shares or with or without detachable warrants with a right exercisable by the warrant
holders to convert or subscribe to the Equity Shares or otherwise, in registered or bearer form (hereinafter
collectively referred to as Securities) or any combination of Securities to any person including foreign
/ resident investors (whether institutions, incorporated bodies, mutual funds and / or individuals or
otherwise), Foreign Institutional Investors, Promoters, Indian and / or Multilateral Financial Institutions,
Mutual Funds, Non-Resident Indians, Employees of the Company and/ or any other categories of
investors, whether they be holders of shares of the Company or not (collectively called the “Investors”)
6 Hotel Leelaventure Limited

NOTICE (contd.)
through Rights Issue, public issue(s) of prospectus, private placement(s) or a combination thereof at
such time or times, at such price or prices, at a discount or premium to the market price or prices in such
manner and on such terms and conditions including security, rate of interest, etc., as may be decided by
and deemed appropriate by the Board in its absolute discretion including the discretion to determine the
categories of Investors to whom the offer, issue and allotment shall be made to the exclusion of all other
categories of Investors at the time of such issue and allotment considering the prevailing market
conditions and other relevant factors wherever necessary in consultation with the Lead Managers, as
the Board in its absolute discretion may deem fit and appropriate.”
“RESOLVED FURTHER THAT pursuant to the provisions of Section 81(1A) and other applicable
provisions, if any, of the Companies Act, 1956 (including any amendments thereto or re-enactment
thereof), approval of the shareholders, subject to the guidelines issued by the GOI, RBI and any other
competent authority, and the provisions of Chapter XIIIA of the SEBI (Disclosure and Investor Protection)
Guidelines 2000 (“SEBI DIP Guidelines”) and the provisions of the Foreign Exchange Management
Act, 2000 (FEMA), Foreign Exchange Management (Transfer or issue of Security by a Person Resident
Outside India) Regulations, 2000, the Board of Directors may at their absolute discretion, issue, offer
and allot equity shares or securities convertible into equity shares, as permissible, for a value up to the
amount of Rs.750,00,00,000 (Rupees Seven Hundred and Fifty Crores Only) inclusive of such premium,
as specified above, to Qualified Institutional Buyers (as defined by the SEBI DIP Guidelines) pursuant
to a qualified institutional placement, as provided under Chapter XIIIA of the SEBI DIP Guidelines.”
“RESOLVED FURTHER THAT:
(a) the Securities to be so created, offered, issued and allotted shall be subject to the provisions of the
Memorandum and Articles of Association of the Company; and
(b) the underlying Equity Shares shall rank pari passu with the existing Equity Shares of the Company
in all respects.”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to appoint Lead Managers,
Underwriters, Guarantors, Depositories, Custodians, Registrars, Trustees, Bankers, Lawyers, Advisors
and all such Agencies as may be involved or concerned in such offerings of Securities and to remunerate
them by way of commission, brokerage, fees or the like and also to enter into and execute all such
arrangements, agreements, memorandum, documents, etc., with such agencies and also to seek the
listing of such Securities on one or more National and International Stock Exchange(s).”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to issue and allot such
number of Equity Shares as may be required to be issued and allotted upon conversion of any Securities
or as may be necessary in accordance with the terms of the offering, all such Equity Shares ranking pari
passu with the existing Equity Shares of the Company in all respects, except the right as to dividend
which shall be from the relevant financial year in which they are allotted and/or as provided under the
terms of the issue in the offering documents.”
RESOLVED FURTHER THAT the consent of the Company be and is hereby granted in terms of
section 293(1)(a) and other applicable provisions, if any, of the Companies Act,1956, as amended, and
subject to all necessary approvals of the Board to secure, if necessary, all or any of the above mentioned
Securities to be issued, by the creation of mortgage and/or charge on all or any of the Company’s
immovable, movable and/or intangible assets, both present and future in such form and manner and on
such terms and conditions as may be deemed fit and appropriate by the Board.
“RESOLVED FURTHER THAT for the purpose of giving effect to the above, the Board be and is
hereby authorised to determine the form, terms and timing of the Issue(s), including the class of investors
to whom the Securities are to be allotted, number of Securities to be allotted in each tranche, issue
price, face value, premium amount on issue / conversion of Securities / exercise of warrants / redemption
of Securities/ rate of interest/ redemption period, listings on one or more stock exchanges in India and
/ or abroad as the Board in its absolute discretion deems fit and to make and accept any modifications
in the proposal as may be required by the authorities involved in such issues in India and/or abroad, to
do all acts, deeds, matters and things and to settle any questions or difficulties that may arise in regard
to the Issue(s).”
“RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the
powers herein conferred to any committee of directors or chief executive officer or any executive
director or directors or any other officer or officers of the Company to give effect to the aforesaid
resolutions.

NOTICE (contd.)
9. To consider and if thought fit, to pass with our without modifications, as an Ordinary Resolution:
“RESOLVED THAT in supersession of the Resolution passed at the 26th Annual General Meeting of
the Company held on 13th August, 2007 and pursuant to Section 293 (1) (d) of the Companies Act, 1956
and all other applicable provisions, if any, the consent of the Company be and is hereby accorded to the
Board of Directors of the Company to borrow such sum or sums of money in any manner from time to
time, as may be required for the purpose of business of the Company with or without security and upon
such terms and conditions as it may think fit, notwithstanding that the monies so borrowed together with
the monies, if any, already borrowed by the Company (apart from temporary loans obtained from the
Company’s bankers in the ordinary course of business) may exceed the aggregate of the paid up capital
of the Company and its free reserves, that is to say reserves not set apart for any specific purpose,
provided that the total amount so borrowed by the Board of Directors and outstanding at any time shall
not exceed a sum of Rs.40,000,000,000 (Rupees Four Thousand Crores only).
RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to take all such
such steps as may be necessary, proper or desirable to give effect to this Resolution.”
10. To consider and, if thought fit, to pass with or without modification, the following resolution as a Special
Resolution:
RESOLVED THAT pursuant to the provisions of Section 314 and all other applicable provisions of
the Companies Act, 1956 and subject to such other approvals and sanctions as may be necessary, the
Company hereby accords its consent to the appointment of Ms.Amruda Nair, relative of Director of the
Company, as Asset Management Executive in the Management Cadre of the Company with effect
from 1st January, 2009 for a period of five years with remuneration as approved by the Remuneration
Committee at its meeting held on 24th January, 2009 as set out in the Explanatory Statement attached
to this Notice.
steps as may be necessary, proper or desirable to give effect to this Resolution.”
Resolution:
Company hereby accords its consent to the appointment of Ms.Aishwarya Nair, relative of Director of
the Company, as F & B Merchandising Associate in the Management Cadre of the Company with
effect from 1st January, 2009 for a period of five years with remuneration as approved by the Remuneration
Committee at its meeting held on 24th January, 2009 as set out in the Explanatory Statement attached
to this Notice.
Resolution:
Company hereby accords its consent to the appointment of Ms.Samyukta Nair, relative of Director of the
Company and Mrs.Madhu Nair, Director of the Company as Interior Design / Operations Associate
in the Management Cadre of the Company with effect from 1st January, 2009 for a period of five years
with remuneration as approved by the Remuneration Committee at its meeting held on 24th January,
2009 as set out in the Explanatory Statement attached to this Notice.
Mumbai By Order of the Board of Directors

27th June, 2009 For Hotel Leelaventure Limited
Registered Office:
The Leela Kempinski, Sahar Dinesh Kalani
Mumbai - 400 059 Company Secretary

NOTES FOR MEMBERS ATTENTION

1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to
attend and vote and such a proxy need not be a member of the company. Proxy shall not
vote except on a poll.
2. The relative Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956 in respect
of special business under Item No.8 to 12 is annexed hereto.
3. Instruments of Proxy, in order to be effective, should be duly stamped, completed,
signed and lodged at the Registered Office of the Company not less than 48 hours
before the time appointed for the meeting.
4. The Register of Members and Transfer Books of the Company will remain closed from Tuesday, the
18th August, 2009 to Friday, the 21st August, 2009 (both days inclusive).
5. Please quote your DP & client ID / Folio Number and our Company’s name in all your correspondence /
communications with M/s.Sharepro Services (India) Pvt. Ltd., 13 AB Samhita Warehousing
Complex, 2nd Floor, Off. Andheri Kurla Road, Sakinaka Telephone Exchange Lane,
Sakinaka, Andheri East, Mumbai - 400 072, who are acting as Registrar & Share
Transfer Agents (Registrars) of the Company. Members are requested to note the above
address for all future communications.
6. Payment of Dividend as recommended by the Board of Directors, if declared, at the Annual General
Meeting, will be paid on or before 19th September, 2009 to the members whose names appear on the
Company’s Register of Members on 21st August, 2009 and in respect of shares held in Electronic form, the
dividend will be paid on the basis of particulars of ‘beneficial owners’ of the shares furnished by the
Depositories for this purpose as at the close of business hours on 21st August, 2009. After dispatch of
dividend warrants, any request for change in the bank account will not be entertained by the Company or its
Registrars.
7. Members holding shares in physical form are requested to immediately intimate changes, if any, in their
registered addresses along with the PIN CODE to the Company or the Registrars so as to enable the
Company to address future communication to their correct addresses.
8. The Company prefers use of ECS for payment of dividend. Considering the advantages, members are
requested to enroll for ECS facility. In order to avoid loss of dividend warrants in transit, undue delay in
receiving the warrants and to protect against fraudulent encashment of dividend warrants, members are
requested to provide ECS Mandate, if not provided earlier.
9. The mandate, if any given by the members in respect of shares held in physical form will not be
applicable to the dividend payable on shares held by them in demat mode and vice versa. Members
holding shares in demat mode must, therefore, give instructions regarding the Bank account in which
they wish to receive dividend, to their Depository Participants.
10. Members holding shares in physical form and who have not provided their bank account details to the
Company earlier are requested to intimate their correct bank account details, viz. account number, name of
the bank and address of the bank branch, to the Company or the Registrars for printing on the respective
dividend warrants.
11. Members may please note that Equity Share of the face value of Rs.10/-each has been sub-divided into
face value of Rs. 2/-each w.e.f. 15th September, 2006. The Members are therefore requested not to deal
with the earlier share certificates of the face value of Rs.10/- in any manner as the same stands
cancelled. The Members still holding old share certificates of the face value of
Rs.10/- each are again requested to surrender them to the Company/Registrar in order
to enable the Company/Registrar to issue new share certificates of the face value of
Rs.2/- each in lieu thereof. The old certificates can be sent either to the Company or the Registrar &
Share Transfer Agent. Members are requested to send such certificates by Registered Post only.
12. Members are informed that in case of joint holders attending the meeting, only such joint holder who is
higher in the order of names will be entitled to vote.
13. In terms of section 109A of the Companies Act, 1956, Members are entitled to make nomination in
respect of shares held by them in physical form. Members desirous of making nominations are requested
to send their requests in form 2B in duplicate to the registered office of the Company or the Registrars.

NOTES FOR MEMBERS ATTENTION (contd.)

The nomination forms will be made available to the members on request.
14. Members holding shares in multiple folios in the same name or in the same order of names are requested
to consolidate their holding into a single Folio.
15. Brief resume of the Directors retiring by rotation and seeking re-appointment and other details as
stipulated under clause 49(IV)(G) of the Listing Agreement are provided as an annexure to the Notice.
The Company has received the requisite Form DD-A from the said Directors in terms of Companies
(Disqualification of Directors under Section 274 (1) (g) of the Companies Act, 1956) Rules 2003
confirming their eligibility for re-appointment.
16. For security reasons and for proper conduct of the Meeting, entry to the venue of the Meeting will be
regulated by the Attendance Slip, which is annexed to the Proxy Form. Members / proxies attending the
Meeting are requested to bring their Attendance Slip complete in all respects and signed at the place
provided there at and handover it over at the entrance. Members holding shares in dematerialized form
are requested to bring their depository account number along with the depository participant
identification number for identification. Members / Proxies are also requested to bring their copy of the
Annual Report to the Meeting.
17. Pursuant to section 205A and 205C of the Companies Act,1956, the dividend which remained
unencashed / unclaimed for a period of seven years from the date of transfer to the unpaid dividend
account is required to be transferred to the ‘Investor Education and Protection Fund’ established by the
Central Government. According to the relevant provisions of the Companies Act, 1956, as amended, no
claim shall lie against the said fund or the Company for the amount of unclaimed dividend / debenture
interest so transferred to the said Fund. Members who have not encashed the dividend / debenture
redemption / interest warrant(s) so far, subsequent to the financial year 2000-01, are requested to send
their claim immediately to the Company /Registrar for issue of pay order/demand draft.
18. Please note that in terms of SEBI Circular No.MRD/DoP/Cir-05/2009 dated May 20, 2009, it is
mandatory for the transferee(s) to submit copies of their PAN card along with request for transfer of
shares of listed companies in physical form. Accordingly, all transferees are requested to submit self-
attested copies of their PAN card along with their request for transfer of shares of the Company in
physical form in compliance with the above circular, failing which their request for transfer of shares
will be returned under objection.
19. The Company has recently uploaded on its web-site an “Investor Information Kit” for the general
information and guidance to the investors of the Company. Further, the Company has designated an
exclusive email ID viz. investor.service@theleela.com to enable the investors to post their grievances,
if any, and monitor its redressal. Members are advised to refer to Section titled “General Shareholder
Information” provided in the annual report.
20. Non-resident Indian Members are requested to inform registrar M/s. Sharepro Services (India) Pvt. Ltd.
immediately on change in residence status on return to India for permanent settlement.
21. Corporate Members are requested to send duly certified copy of the Board Resolution authorising their
representative to attend and vote at the Meeting.
22. Members desiring any relevant information or clarifications on the Accounts at the Annual General
Meeting are requested to write to the Company Secretary at least seven days in advance of the meeting,
so as to enable the Management to compile the information and provide replies at the meeting.

EXPLANATORY STATEMENT
(Pursuant to Section 173(2) of the Companies Act, 1956)
Item No. 8
Issue of Securities
Your Company owns and operates chain of five star deluxe hotels in India. The Company is currently in the
process of developing hotels in other key destinations in order to increase its market presence in select
locations. As India is emerging to be one of the best destinations for both business and leisure among other
developing countries, it is imperative to set up hotels and resorts at key destinations to enable the Company
to participate in the growth momentum and create higher value for its stakeholders. Your company currently
owns five luxurious five star deluxe hotels and is in the process of increasing these numbers at other loctions
as well. Therefore in order to sustain the rapid growth in business and to meet the financing and expansion
objectives as well as to pursue new opportunities, corporate initiatives, general corporate purposes, prepayment
of existing bank borrowings, organic and inorganic growth and also promotional as well as brand building
exercise envisaged, the Board of Directors of the Company has been exploring various fund raising options.
The funds so raised will strengthen the capital base for the above purposes and for any other purpose related
to the business of the Company as the Board may in its absolute discretion deem fit.
Accordingly, the Company proposes to create, offer, issue and allot equity shares, GDRs, ADRs, FCCBs,
Partially / Fully Convertible Debentures, preference shares and such other securities including Rights Issue,
public issue(s) of prospectus, private placement(s) or a combination thereof at such time or times, as stated in
the resolution (the “Securities”) at such price or prices, at a discount or premium to market price or prices in
such manner and on such terms and conditions including security, rate of interest, etc. as may be deemed
appropriate by the Board at its absolute discretion including the discretion to determine the categories of
Investors to whom the offer, issue and allotment shall be made at the time of such offer, issue and allotment
considering the prevailing market conditions and other relevant factors and wherever necessary in consultation
with lead managers, either in foreign currency or equivalent Indian Rupees inclusive of such premium as may
be determined by the Board, in any convertible foreign currency, as the Board at its absolute discretion may
deem fit and appropriate. The Company intends to issue Securities for a value upto Rs.750 Crores.
This enabling Special Resolution also seeks to empower the Board of Directors to undertake a qualified
institutional placement (QIP) with qualified institutional buyers (QIB) as defined by SEBI DIP Guidelines.
The Board of Directors, may in their discretion adopt this mechanism, as prescribed under Chapter XIII-A of
the SEBI DIP Guidelines in order to facilitate and meet its objectives as stated in para 1 above without the
need for fresh approval from the shareholders.
The pricing of the Securities to be issued to Qualified Institutional Buyers pursuant to Chapter XIII-A of the
SEBI DIP Guidelines shall be freely determined subject to such price not being less than the price calculated
in accordance with clause 13A.3 of the SEBI DIP Guidelines.
The Special Resolution seeks to give the Board powers to issue Securities in one or more tranche or tranches,
at such time or times, at such price or prices and to such person(s) including institutions, incorporated bodies
and/or individuals or otherwise as the Board in its absolute discretion deem fit. The detailed terms and
conditions for the offer will be determined by the Board in consultation with the Advisors, Lead Managers,
Underwriters and such other authority or authorities as may be required to be consulted by the Company
considering the prevailing market conditions and in accordance with the applicable provisions of law and
other relevant factors.
The Equity Shares allotted or arising out of conversion of any Securities would be listed. The issue / allotment
/ conversion would be subject to the availability of regulatory approvals, if any. The conversion of Securities
held by foreign investors into Equity Shares would be subject to the applicable foreign investment cap.
As and when the Board does take a decision on matters on which it has the discretion, necessary disclosures
will be made to the stock exchanges under the provisions of the Listing Agreement.
Section 81 (1A) of the Companies Act, 1956 and the relevant clauses of the Listing Agreement with the Stock
Exchanges where the Equity Shares of the Company are listed provides, inter alia, that when it is proposed to

EXPLANATORY STATEMENT (contd.)

increase the issued capital of a Company by allotment of further shares, such further shares shall be offered to
the existing shareholders of such Company in the manner laid down in Section 81(1A) unless the shareholders
in a General Meeting decide otherwise. Since, the Special Resolution proposed in the business of the Notice
results in the issue of shares of the Company, consent of the shareholders is being sought pursuant to the
provisions of Section 81 (1A) and other applicable provisions of the Companies Act, 1956 and in terms of the
provisions of the Listing Agreement executed by the Company with the Stock Exchanges where the Equity
Shares of the Company are listed.
The Special Resolution, if passed, will have the effect of allowing the Board to issue and allot Securities to
the investors who may or may not be the existing shareholders of the Company.
Directors of the Company may be deemed to be concerned or interested in the passing of resolution to the
extent of securities issued / allotted to them or to the Companies in which they are director or members. Save
as aforesaid none of the Directors in any way are interested in this resolution.
The Board of Directors of the Company commends the resolution set out in Item No.8 for approval of the
shareholders as a Special Resolution.
Item No. 9
Increase in Borrowing Power
At present the Company can borrow in excess of the aggregate of its paid-up capital and free reserves subject
to a limit of Rs.30,000,000,000 (Rupees Three Thousand Crores only). To provide resources to meet additional
fund requirements towards various expansion projects of the Company, it would be required to borrow further
funds. As such, such borrowing may exceed the borrowing limits stated above. Hence, it is proposed to raise
the existing borrowing limits to Rs.40,000,000,000 (Four Thousand Crores only) for which the approval of
the members is required under Section 293 (1) (d) of the Companies Act, 1956.
None of the other Directors may be deemed to be concerned or interested in the above resolution.
The Board of Directors of the Company commends the resolution set out in Item No.9 for approval of the
shareholders as an Ordinary Resolution.
Item No.10
Appointment of Ms.Amruda Nair, daughter of Mr.Vivek Nair (Vice Chairman & Managing
Director of the Company), as Asset Management Executive
Ms.Amruda Nair, aged 27 years, has a Masters Degree in Hospitality Management from Cornell-Nanyang
Institute of Hospitality Management, USA & Singapore.
The Company owns and operates Five Star Deluxe Hotels located at five locations viz. Mumbai, Goa, Bangalore,
Kovalam and Udaipur. The 6th Hotel at Gurgaon is operated by it under a management contract. It has 5
ongoing projects under implementation at Chanakyapuri in New Delhi, Chennai, Agra, Hyderabad and Pune.
Thus, with these 11 hotels and resorts located in the prime destinations, its aim to have a Pan India presence
would be fulfilled.
As the total revenues of the Hotels and Resorts of the Company in the year 2008-09 have exceeded Rs.450
crores mark, it is necessary that the projected operating profits estimated by the Company are indeed generated.
Also, the costs and expenses budgeted are to be in line with the actual revenues generated so that the overall
profit margins are maintained. At present due to the economic downturn the revenues of the hotels are marked
lower than last year and hence it is vital that operating costs and expenses are monitored closely and kept to
the minimum. The above function in hotel parlance world-wide is the responsibility of the “Asset Manager”.
Ms.Amruda Nair has carried out these functions after joining the Company by visiting each of the operating
hotels in the chain and reviewing the various revenue generating segments, variances thereof and the costs
and expenses including fixed and variable costs. It is her responsibility to ensure that the operational profits
are closely monitored.
Also in her stint with Jones Lang LaSalle Hotels, Singapore before returning to India and taking up her
assignment in your Company, she had performed the same role as Operations Analyst on behalf of the Owning
Company by periodically visiting Hotels and evaluating their performance vis-à-vis the budgets. She had also


conducted Guest Mystery visits to evaluate the quality of the various hotels and report lapses in quality,
operating standards, etc.
The Remuneration Committee of the Board of Directors of the Company at its meeting held on 24th January,
2009 considered and approved the appointment of Ms.Amruda Nair and recommended the following terms,
conditions and remuneration:
(a) Designation:
Asset Management Executive in the M3 Grade of the Company (with authority to the Board to
promote her to higher Grade(s) depending upon her performance).
(b) Term:
5 years with effect from 1st January, 2009.
(c) Salary:
Sr. No. Particulars Remuneration
1 (a) Basic Salary Rs.214,500/- per month.

(b) Annual Increment With authority to the Board to sanction annual
increment depending upon her performance.
2. Other Allowances Rs.36,053/- per month
Other terms and conditions of her employment would be as per the rules of the Company.
Ms.Amruda Nair holds 3,00,000 number of shares in the Company constituting 0.08% of the paid up
capital.
Except Capt. C. P. Krishnan Nair, Mr.Vivek Nair, Mr.Dinesh Nair and Mrs.Madhu Nair, being close
relatives of the proposed appointee, none of the other directors are concerned or interested in the
Resolution.
Your Directors recommend the resolution for the approval of the members.
Item No.11
Appointment of Ms.Aishwarya Nair, daughter of Mr.Vivek Nair (Vice Chairman & Managing
Director of the Company), as F & B Merchandising Associate
Ms.Aishwarya Nair, aged 25 years, is a Graduate from the Culinary Institute America, New York, which is
considered to be one of the finest schools for the training of chefs in the world. After her training she was
attached to one of the top Michelin star Restaurants in New York “Aquavit” and worked under a renowned
Norwegian Chef specializing in American nouvelle cuisine.
She had also undergone a Sommelier course which is a certification given after completing a training programme
in studying and evaluation of wines from different regions of the world.
Ms.Aishwarya Nair has now returned to India and taken up her responsibility in the Company of attending to
the Food Production and culinary aspects of the various hotels of our Company which operates 6 Five Star
Deluxe Hotels located in Mumbai, Goa, Bangalore, Kovalam, Udaipur and Gurgaon (under management
contract). It has 5 ongoing projects under implementation at Chanakyapuri in New Delhi, Chennai, Agra,
Hyderabad and Pune. All 11 hotels and resorts have top of the line restaurants and lounges and aim to be the
best in the various locations they operate in.
As the F & B Revenue is about 40-50% of the total income of a typical hotel, it is important that these
revenues are maximized and the costs and expenses directly related to the F & B Department are kept to a
minimum. It is therefore her responsibility to ensure that the food cost percentages in the various hotels are as


per the budget and the gross profit margin from the F & B as budgeted is achieved, apart from achieving the
highest culinary standards.
Also, the various new trends in culinary presentation as well as the selection of new exotic wines, pairing them with
different types of cuisine are her other important responsibilities.
The Remuneration Committee of the Board of Directors of the Company at its meeting held on 24th January, 2009
considered and approved the appointment of Ms.Aishwarya Nair and recommended the following terms, conditions
and remuneration:
(a) Designation:
F & B Merchandising Associate in the M3 Grade of the Company (with authority to the Board to
promote her to higher Grade(s) depending upon her performance).
(b) Term:
(c) Salary:
1 (a) Basic Salary Rs. 214,500/- per month.

Except Capt. C. P. Krishnan Nair, Mr.Vivek Nair, Mr.Dinesh Nair and Mrs.Madhu Nair, being close relatives of
the proposed appointee, none of the other directors are concerned or interested in the Resolution.
Item No.12
Appointment of Ms.Samyukta Nair, daughter of Mr.Dinesh Nair, Joint Managing Director and
Mrs.Madhu Nair, Director of the Company as Interior Design / Operations Associate
Ms.Samyukta Nair, aged 24 years, has undergone a post graduate degree in International Business from
University of Nottingham in UK.
After her return to India, she is involved in the implementation of the designs given by the various world
renowned Interior Designers engaged by the Company for its various projects being undertaken at Udaipur,
Chennai and New Delhi and the ongoing renovation projects at the existing hotels. As the ambience of the
hotel is reflected directly by the interiors, it is vital that the interiors are in spic and span conditions and always
looks fresh and attractive.
Thus, her responsibilities entailed by ensuring that the above areas in both the public areas and guest rooms in
various Hotels and Restaurants are in perfect conditions, apart from ensuring that the interior implementation of
the new projects are in line with what is detailed by the Interior Designers and within the time frame envisaged for
commissioning the hotels and within the budgets made in this regard.
The Remuneration Committee of the Board of Directors of the Company at its meeting held on 24th January,
2009 considered and approved the appointment of Ms.Samyukta Nair and recommended the following terms,
conditions and remuneration:

(a) Designation:
Interior Design / Operations Associate in the M3 Grade of the Company (with authority to the
Board to promote her to higher Grade(s) depending upon her performance).
(b) Term:
(c) Salary:
1 (a) Basic Salary Rs. 214,500/- per month.

Except Capt. C. P. Krishnan Nair, Mr.Vivek Nair, Mr.Dinesh Nair and Mrs.Madhu Nair, being close relatives of
the proposed appointee, none of the other directors are concerned or interested in the Resolution.
Mumbai, 27th June, 2009 By Order of the Board of Directors

For Hotel Leelaventure Limited
Registered Office:
The Leela Kempinski, Sahar Dinesh Kalani
Mumbai - 400 059 Company Secretary

Details of the Directors seeking re-appointment at the forthcoming

Annual General Meeting
(In pursuance of Clause 49 [IV][G] of the Listing Agreement)
Name of
the Director Mr.M. Narasimham Mr.C .K. Kutty Mr.R.Venkatachalam Mr.P.C.D.Nambiar
Date of
Appointment 29.04.2006 29.04.2006 29.04.2006 25.09.1986
No. of shares
held NIL 1,774,600 500 15,000
Expertise in Eminent Four decades Three decades Four decades
Specific Economist of extensive of post qualification of experience and
Functional techno-commercial experience in knowledge of
areas experience in handling finance, national and
setting up of taxation, corporate international
various projects law, accounts, banking and
commercial and finance.
project
implementation,
cost control, M & A
matters, corporate
revivals and
restructuring of
companies in a
variety of industries.
Qualifications M.A. M.B.A. (Civil B.Com, F.C.A. M.A. (Hons.),
(Economics) Engineering) C.A.I.I.B.
from Madras
and Cambrdige
Universities
List of NIL NIL NIL Beardsell Limited,
Companies in The Western India
which outside Plywoods Limited,
Directorships Reliance Chemotex
held as on Industries Limited,
31.03.2009 Peirce Leslie
(excluding India Limited and
private & PL Agro
foreign Technologies
companies) Limited.

DIRECTORS’ REPORT
TO THE MEMBERS
Your Directors have pleasure in presenting the Twenty-Eighth Annual Report of the Company together with its
Audited Statement of Accounts for the year ended 31st March, 2009.
1. Financial Results
The Company’s performance during the year under review is summarised below:
Rupees in crores
Financial Year Financial Year

2008-09 2007-08
Income from Sales, Services and other Income 582.16 589.10
Operating and other expenses (before interest and depreciation) 296.58 284.90
Interest 26.73 35.56
Profit before Depreciation 258.85 268.64
Depreciation 63.29 49.09
Less: Withdrawal from Revaluation Reserve 8.37 3.75
Less: Translation Difference Account 10.47 -
Profit before Tax 193.45 223.30
Provision for Taxes/Fringe Benefit Tax/Deferred Tax 47.58 73.18
Profit after Tax for the year 145.87 150.12
Prior Period Adjustments - Net (0.89) (1.56)
Profit of erstwhile Kovalam Hotels Limited for the year 2006-07 - 1.43
Profit after Tax 144.98 149.98
Balance brought forward 201.44 193.39
Loss on erstwhile Kovalam Hotels Limited
for the Pre-amalgamation period - (30.83)
Amount available for Appropriation 346.42 312.55
Appropriations:
Dividend on Equity shares 15.11 18.89
Tax on proposed Dividend 2.57 3.21
Transfer to General Reserve 11.00 89.01
Transfer to Capital Redemption Reserve 30.00 -
Balance carried to Balance Sheet 287.74 201.44
EPS Basic (in Rs.) 3.84 3.97
EPS diluted (in Rs.) 3.13 3.11
2. Revaluation of Land Assets

During the year, the Company had carried out revaluation of its land properties by a reputed valuation
consultant firm in order to assess the intrinsic value of the same on the basis of realisable value as
determined by the valuer and the addtional valuation amount has been credited to revaluation reserves.
The financial statement contain detailed particulars and disclosures in this regard.

DIRECTORS’ REPORT (contd.)

3. Buy Back of Foreign Currency Convertible Bonds
During the financial year under review, the Reserve Bank of India liberalized ECB Guidelines enabling
the Companies to buy back their outstanding Foreign Currency Bonds. Taking advantage of liberalisation
in the global slowdown time, the Company managed to buy back a sizeable number of its outstanding
Euro and Dollar Bonds, which were issued by the Company earlier, at a price substantially discounted
as compared to the issue price and the book value of the Bonds. The Bonds, bought back under the
“Automatic Route”, were cancelled as per guidelines issued by the Reserve Bank of India. The particulars
of the repurchase and position of outstanding FCC Bonds as on 31st March, 2009 are summarized below:
Particulars Euro Bonds US$ Bonds

Face Value Outstanding Bonds as on 1.4.2008 • 51.40 Million US$ 100 Million
Face Value of Bonds repurchased • 12.20 Million US$ 33 Million
Current Face Value of Outstanding Bonds • 39.20 Million US$ 67 Million
Maturity Sep. 2010 April 2012
4. Issue of Secured Redeemable Non-convertible Debentures

During the year under review, the Company has raised Rs.150 crores by issue of Secured Redeemable
Non-convertible Debentures on Private Placement Basis from Institutional Investors / Banks for business
needs. These NCDs have been listed on the Wholesale Debt Market segment of the Bombay Stock
Exchange Limited. These NCDs are rated “CARE A+” by Credit Analysis & Research Limited, indicating
adequate safety for timely servicing of debt obligations and carry low risk.
5. Dividend on Equity Shares

Your Directors are pleased to recommended a dividend of Rs.0.40 (previous year Rs.0.50 per share) per
equity share of Rs.2/- each, subject to the approval of the shareholders at the ensuing AGM. The
dividend would involve a cash outgo of Rs.15.11 crores towards dividend and Rs. 2.57 crores towards
tax on dividend.
In terms of the Provisions of Investor Education and Protection Fund (Awareness and Protection of
Investors) Rules, 2001, the Company has transferred unpaid / unclaimed dividends and principal /
interest on debentures aggregating Rs.10.29 lakhs to the IEPF during the financial year under review.
6. Review of Operations
The overall performance of the Company has been satisfactory during the year under review considering
the overall global economic slowdown. The total income stood at Rs.582.16 crores (including income
from discount on redemption of Bonds) compared to Rs.589.10 crores in the previous year.
The revenues of the Company from its various units are summarized as under:
Rs. in crores
Name of the Unit 2008-09 Percentage of Percentage of

revenue 2007-08 revenue
The Leela , Bangalore 176.72 40% 215.49 43%
The Leela, Mumbai 145.49 33% 177.39 35%
The Leela, Goa 61.82 14% 60.94 12%
The Leela, Kovalam 53.67 12% 51.15 10%
Total 437.70 100% 504.97 100%


The Average Room Rates in the city of Bangalore came down by 12% and in Mumbai by 6% during the
year. However, the Company’s overall ARR increased by 4%. As in the past, this year also, the Company
maintained its market dominance in terms of revenue, ARR and Occupancy in Bangalore, Goa and
Kovalam.
7. Product Enhancement
In our endeavor to be one of the best in its class, we continue to invest resources in renovation and
upgradation of our properties, service standards and deploy the latest technological advancements.
Recently renovated 66 rooms, catagorised as Conservatory Rooms at our Goa property are being very
well received by our guests. Further enhancements of facilities and renovation works at other rooms are
also going on.
Health club and Spa at our Mumbai property were renovated during the year with the contemporary
technology and concepts in guidance with ESPA of London. Lobby and some key public areas were also
renovated at this property.
The Company has also revamped and refurbished guest-rooms and public areas at its Bangalore and
Kovalam properties.
8. Marketing Alliances
The Company has marketing alliances with Germany based Kempinski Group of Hotels, US based
Preferred Hotel Group effective June 2008, and is also a member of Global Hotel Alliance based in
Geneva, Switzerland.
The directors are pleased to announce that the Company has entered into an alliance with Preferred
Hotel Group whereby all our hotels from June 2008 have become members of this luxurious collection
under their most premier segment Preferred Hotels and Resorts. The other segments in Preferred Hotel
Group are Preferred Boutique, Historical Hotels of America, Summit Hotels & Resorts and Sterling
Hotels.
This alliance, amongst others, will derive benefits for the Company of Preferred Hotels and Resorts
branding, greater recognition of brand in the USA as premium and luxury hotels, opportunity to leverage
additional 29 Global Sales Offices in the USA, Singapore, Hong Kong, Japan and Australia; preferred
relationship with four of the largest consortia – American Express, CWT, BCD and Hogg Robinson, and
also lower commission on receipts through American Express Credit Card, which will result in
substantial savings; opportunities to participate in many more road shows in our main source markets.
The alliance will assist the Company to acquire more international business and improve our competitive
positioning in the market.
Towards our endeavor to introduce world-class standards, we had entered into an agreement with ESPA
of London, one of the leading Spa management companies in the world. ESPA manages our Spas at
Mumbai, Bangalore, Goa, Udaipur, and Delhi.
9. Expansion / Up-gradation Plans

India is one of the fastest growing tourist markets in the world owing to its splendid historical architecture,
rich heritage and ancient culture along with beautiful beaches and rural tourism, and the inherently
rooted concept of hospitality in form of “Ätithi Devo bhava”. In India, the tourism industry is bound to
grow stronger post the present recessionary trend.
At present, your Company operates six hotels at the locations viz. Mumbai, Bangalore, Goa, Kovalam,
Udaipur and Gurgaon comprising 1523 guest rooms and 90 serviced apartments.
The Operations in Gurgaon commenced during the financial year 2008-09. The opening of Gurgaon
hotel and residences heralded the arrival of the Company in the Delhi National Capital Region. This
property, with 322 guest rooms and suites and 90 serviced residences, is operated under the “The Leela
Kempinski” brand. This contemporary designed hotel with large banquet halls and state of the art
facilities has been well received by the business clientele.

The Leela Palace Kempinski, Udaipur “The Jewel by the Lake” was inaugurated in April 2009 by Shriji
Arvind Singhji Mewar, the Maharana of Mewar, Shri Deepak Parekh, Chairman of HDFC and our Chairman
Capt. C. P. Krishnan Nair in the presence of Board Members, other celebrities and entrepreneurs.
This elegantly luxurious resort has 86 guest rooms and suites and is located on the bank of Lake Pichola. With
the opening of this resort, your Company has established its presence in the significant Rajasthan market.
The upcoming projects of the Company under various stages of development are as follows:
The Leela IT Park, Chennai:

• The Company is constructing a world class IT Park “The Leela IT Park” at MRC Nagar, next to the
Company’s upcoming Hotel in Chennai. The construction of the building, with 13 floors, is at an
advanced stage of completion. This property is expected to be operational during the current year.
The Leela Palace, Chennai:

• The Company is constructing “The Leela Palace” hotel at MRC Nagar, Chennai, facing the Bay of
Bengal. The construction of this hotel, with 380 guest-rooms, is at an advanced stage of completion and
its soft opening is planned in the year 2010.
The Leela Palace, New Delhi:

• In order to fulfill the long felt need to have a presence in the national capital, the Company is constructing
a hotel at the prestigious diplomatic enclave of Chanakyapuri, New Delhi. The construction activity is
being carried out in full swing and every effort is being made to ensure a soft opening by July, 2010 i.e.
prior to the Commonwealth Games.
The Ministry of Urban Development, Government of India has increased the FAR for all hotels in the
National Capital Territory of Delhi from the normal permissible FAR of 150 to 225. With the additional
FAR being utilized, this hotel of the Company would be of about 250 guest rooms and suites instead of
206 guest-rooms and suites as planned earlier, resulting in substantial reduction in the cost per guest-
room; making the project more economically viable.
Other Projects
The Company has acquired seven acres of land in close proximity to the Taj Mahal, Agra.
The projects in Agra, Hyderabad and Pune are expected to be taken up in due course and are likely to be
operational in 2012/13.
10. Audit Observation:

The explanation given in the Notes to Accounts is self explanatory.
1 1 . Awards and Accolades:

The Company has received the following awards during the year 2008 and 2009:
• The Leela Palace, Kempinski, Bangalore was awarded The best Eco Friendly Five Star Deluxe
Hotel in the country for the year 2009 by the Government of India.
• For the first time ever The American Academy of Hospitality Sciences has honoured Capt. C. P.
Krishnan Nair, Chairman with Lifetime Achievement Five Star Diamond Award 2009 in recognition
of him as a visionary environmentalist and hotelier dedicated to promoting social corporate
responsibility.
• WTA 2008 for The Leela Palace, Kempinski Bangalore as ‘India’s Leading Business Hotel’.
• The Leela Palace, Kempinski Bangalore in the Conde Nast Gold List 2008 for the ‘Best Rooms’
in the world.
• The Leela Kempinski Kovalam Beach was conferred the ‘Best Culinary Establishment in Kerala’
by India Exhibition and Conference Services (IECS) for a second consecutive year.


• Pevonia Asia Spa Award for the Best Ayurvedic Spa (Hotel), 2008 - Divya Spa at The Leela
Kempinski Kovalam Beach.
1 2 . Management Discussion and Analysis (MDA)

As required by Clause 49 of the Listing Agreements with the Stock Exchanges, Management Discussion
and Analysis Report is appended herewith and forms an integral part of this report.
1 3 . Corporate Governance
As required by Clause 49 of the Listing Agreements, a separate section containing the Report on
Corporate Governance together with the Certificate on the compliance with the conditions of corporate
governance issued by a Practicing Company Secretary are appended hereto and they form part of this
Annual Report.
As part of good Corporate Governance, the Company has voluntarily obtained a Secretarial Compliance
Certificate from a Practicing Company Secretary in respect of compliance of all rules, regulations
under the various applicable provisions of the Companies Act, 1956 and the applicable regulations
under the Listing Agreement entered into with the Stock Exchanges. A copy of the said certificate is
also appended to this report.
1 4 . Directors
In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of the
Company, Mr.M.Narasimham, Mr.C.K.Kutty, Mr.R. Venkatachalam, and Mr.P.C.D.Nambiar, Directors of
the Company, retire by rotation at the forthcoming Annual General Meeting and being eligible, offer
themselves for re-appointment. Brief resume of the Directors proposed to be re-appointed stating the
nature of their expertise in specific functional areas, their shareholding along with other relevant
details are given at the end of the Notice of the Annual General Meeting. The Board commends their re-
appointment by the members at the forthcoming Annual General Meeting.
None of the directors of the Company are disqualified from being appointed as directors as specified in
section 274(1) (g) of the Companies Act, 1956, as amended.
1 5 . Auditors
M/s. Picardo & Co., Chartered Accountants, Statutory Auditors of the Company, retire at the ensuing
Annual General Meeting. They have confirmed their eligibility and willingness for re-appointment.
The Company has received a certificate from the Statutory auditors to the effect that their re-appointment,
if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.
The Board commends their re-appointment as statutory auditors.
1 6 . Particulars of Employees
Information in accordance with sub-section (2A) of Section 217 of the Companies Act, 1956 read with
the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this Report. However,
as per provision of section 219(1)(b) (iv) of the Companies Act, 1956, the reports and the accounts are
being sent to all the shareholders of the Company excluding the statement of particulars of employees.
The Company will make these details available upon request by any member of the Company interested
in obtaining them on writing to the Company Secretary.
1 7 . Wholly-owned Subsidiary Companies and Consolidated Financial Statements

During the year under review, the Company acquired a private limited company together with immovable
assets owned by the said company, which included land in Agra, suitable for constructing a five star
hotel. The said company viz. Iskon Estates Private Limited has become a wholly-owned subsidiary of
the Company with effect from 10th January, 2009.
During the preceding year, the Company incorporated nine wholly-owned subsidiaries. Since the eight
subsidiaries could not meet their business objectives, they had voluntarily applied for striking off their


names from the Register of Companies maintained by the Registrar of Companies, Maharashtra, which
has been approved during the year and hence their accounts are not prepared separately.
In terms of the approval granted by the Central Government under Section 212(8) of the Companies Act,
1956 vide its letter No.47/227/2009-CL-III dated 17.4.2009, copies of the Balance Sheet, Profit and
Loss Account and other documents of the three wholly owned subsidiary companies have not been
attached to the Annual Report of the Company. The Company will make available these documents
upon request by any member of the Company interested in obtaining the same. Further, these documents
will also be available at the Registered Office of the Company for inspection by any member of the
Company. As required under the aforesaid approval, a summarized statement of financial position of the
subsidiaries has been appended to this Annual Report.
The Consolidated Accounts, prepared in accordance with the Accounting Standard 21 and Clause 32 of
the Listing Agreement form part of this Annual Report. The relevant statement as required under
Section 212 of the Companies Act, 1956 about the wholly-owned subsidiary companies is also given
elsewhere in this Annual Report.
1 8 . Fixed Deposits
The Company has not accepted any deposits from the Public or from the shareholders.
1 9 . Directors’ Responsibility Statement

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby
confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards have been followed
and there are no material departure from the same;
(b) the Directors had selected such accounting policies and applied them consistently and made
judgments and estimates that are reasonable and prudent so as to give a true and fair view of the
state of affairs of the Company as on 31st March, 2009 and of the profit of the Company for the
year;
c) they have taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities; and
(d) they have prepared the annual accounts on a ‘going concern basis’.
2 0 . Additional information in accordance with the provisions of Section 217(1)(e) of The

Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report
of the Board of Directors) Rules, 1988
( a ) Conservation of Energy and Water:
Energy conservation continues to receive the highest priority throughout the year. The Company
monitors energy costs and periodically reviews the consumption of energy and water. It also takes
appropriate steps to reduce the consumption through efficiency in usage and timely maintenance
/ installation / upgradation of energy saving devices, like building management system, dimmers,
energy efficient pumps, and so on, wherever necessary. During the financial year under review,
the Company had installed 5 (previous year 11) more wind mills to generate power (a non-
conventional energy source) in the State of Tamil Nadu. The Company also plans to install 3 wind
mills each in the State of Maharashtra and Karnataka during the current fiscal year.
To conserve ground water, your Company has implemented appropriate rainwater harvesting projects
at its locations. The Company has also encouraged and invested in systems for recycling and reuse
of water.


(b) Technology Absorption:
In the opinion of the Board, the required particulars, pertaining to technology absorption in terms
of Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules,
1988 are not applicable as the hotel forms a part of the service industry and the Company does not
have any significant manufacturing operations.
( c ) Foreign Exchange Earnings and Outgo:

The Company has a strong commitment towards international business and continues to be a huge
net contributor of foreign exchange. The particulars of foreign exchange earnings and outgo are
given in the notes to accounts on page no. 69.
2 1 . Acknowledgements
The Board wishes to place on record its appreciation for the continued support and co-operation received
from the Government of India, especially the Ministry of Tourism, the Airports Authority of India,
various Government regulatory authorities, Stock Exchanges, Financial Institutions, Banks, State
Governments of Maharashtra, Goa, Karnataka, Kerala, Tamil Nadu, Rajasthan, Haryana, Andhra Pradesh,
Uttar Pradesh, NCT Delhi and also the Kempinski Group of Hotels, Preferred Hotel Group and Global
Hotel Alliance and other business and referral associates.
Your directors take this opportunity to express their sincere thanks to all the investors, shareholders and
stakeholders for the faith and confidence they have reposed in the Company.
Your directors attribute immense importance to the contribution of our family of staff – the people who
work so loyally to give intrinsic values to “The Leela” brand. On behalf of the Board, I thank The Leela
Team for sharing our vision and philosophy; and for the dedication and commitment at all levels to
ensure that we remain in the forefront of our competitive industry as one of the finest Hotel Groups in
India.
On behalf of the Board of Directors
Mumbai, 27 th June, 2009 Capt. C.P. Krishnan Nair

Chairman

MANAGEMENT DISCUSSION AND ANALYSIS

INDUSTRY STRUCTURE AND OUTLOOK
The economic meltdown in the U.S., Europe and rest of the world has affected the travel and tourism industry
worldwide and in particular the hotel Industry during the year 2008-2009.
The 26/11 attack in Mumbai further accumulated the problem and prompted a number of foreign governments
to issue travel advisories against travel to India. As a result, the hotel Industry saw a marked drop in
occupancies and revenues. The growth in foreign tourists’ arrivals which had recorded an annual increase of
about 13% in the last 3 years was down to 6% in 2008-09.
Due to several ways of cost-cutting measures adopted by the business enterprises and others worldwide, travel
to India and incomes of hotels may continue to be affected during the current year too, until the recession in
the U.S., Europe and the rest of the world shows signs of abatement.
In India, the recent elections culminated in a stable Government, which promises to deliver a slew of pro-
active reform measures in its first 100 days in office. Thereafter, as reflected in the election manifesto, with
the proposed measures the Indian economy is poised to get a kick-start. Also, the fiscal and monetary measures
announced by the Government earlier and the RBI in recent months are already showing its positive effects in
the economy. The Budget for 2009–10 is also expected to announce liberal measures in the areas of F.D.I.
limits, disinvestment in P.S.Us., etc. The hotel industry is also hopeful that its long standing demand for
inclusion of hotels as an “Infrastructure facility” under the Income Tax Act would be accepted by the
Government. It is expected that the economic growth rate in India will be at a higher than the other emerging
economies. This should have a positive impact on the hotel industry with prospects for larger number of
business travelers and tourists.
Except for second half of fiscal year 2008-09, the travel and tourism Industry in India has witnessed significant
growth over the last several years and that the economies get on to a higher growth trajectory. According to
a study by The World Travel and Trade Council, India is the third fastest-growing tourist destination in the
world. Another survey conducted by a world-renowned consultancy firm has ranked India second in the “value
for money index” in the tourism sector.
As the travel and tourism sector continues to remain one of the largest economic activities in the world, with
the hotel Industry providing employment to 53 million people in the country, the highest in any sector, the
tourism industry is bound to bounce back as the global financial conditions improve. It is expected that in the
second half of the current financial year, the global crisis is expected to begin easing and that the economies
get on to a growth trajectory. A recovery on financial situation worldwide, it is hoped, would set the trend for
increased business visits and tourists’ arrivals in India.
At present, there are about 1.2 million hotel rooms in India, of which the star category hotels account for a
mere 80,000 rooms. The country needs a large number of premium hotel rooms and related infrastructure to
meet the demand as the situation gains momentum from the present situation. It is expected that the travel and
tourism sector, which contributes 6.1% to India’s gross domestic product (GDP) would generate further
employment opportunities. It is hoped that the tourism industry will be provided with incentives to bridge
shortfalls in guest rooms by granting to it the “Infrastructure” status under Section 80IA of the Income Tax Act,
as it is the case with Airports, Ports, etc. The grant of such status would enable the hotel industry to avail of
long-term financial assistance from term lending institutions with longer repayment schedules and moratorium
period since hotels are highly capital intensive by nature, especially because of the spiraling land costs. It
would also enable hotels to plough-back profits that are tax exempt up to 100% for the first 10 years under this
Section for deploying further resources for setting up newer hotels.
The Commonwealth Games in October 2010 in New Delhi is expected to give a fillip to the tourism industry.
An estimated 30,000 guest-rooms are required for this event in the National Capital Region of Delhi, in
addition to the existing 11,000 guest-rooms, to house the foreign visitors visiting Delhi during the
Commonwealth Games. It would also benefit other tourist destinations, as a number of these visitors would
also be likely to undertake trips to such locations.

MANAGEMENT DISCUSSION AND ANALYSIS (contd.)

THE LEELA - DYNAMISM IN OUR STRIDES
At present, your Company operates six hotels at Mumbai, Goa, Bangalore, Kovalam (Kerala), Udaipur and
Gurgaon totalling to 1,523 guestrooms and 90 serviced apartments.
The operations of the Gurgaon hotel commenced during the financial year 2008-09. The opening of Gurgaon
hotel and residences heralded the arrival of the Company in the Delhi National Capital Region. This property,
with 322 guestrooms and 90 serviced residences, is operated by the Company under the “The Leela” brand.
The Leela Palace, Udaipur, was opened in April 2009. This resort is strategically located on Lake Pichola.
With the opening of this resort, your Company has established its presence in the significant Rajasthan
market, which is part of the Golden Triangle.
The Company is making all-out efforts to commission its next hotel at Chanakyapuri, New Delhi, again very
strategically located near the Diplomatic Enclave. It will have 250 guestrooms and suites and all the
facilities of a world-class luxury hotel. This hotel is scheduled to open before the start of the Commonwealth
Games in New Delhi.
The Company’s Chennai hotel with 380 guest-rooms and suites facing the Bay of Bengal is also being
implemented and is expected to be ready for operations in mid -2010.
The Company has already acquired land in Agra, Hyderabad and Pune. These projects will be taken up in a
phased manner after completion of the New Delhi and Chennai projects.
With the completion of the projects at New Delhi and Chennai, the Group will have eight properties, and with
2,703 guest-rooms in the luxury category. It is Company’s endeavors to ensure that all its hotels prove to be
market leaders in each of the locations, it operates.
Marketing Alliances
The Company has Sales and Marketing alliances with Kempinski Hotels, Europe’s oldest Hotel Group,
established in 1897, and is also a member of The Global Hotel Alliance based in Geneva, Switzerland, which
is an alliance of high profile independent hotels worldwide.
The Company has entered into an alliance with Preferred Hotel Group whereby all our hotels from June 2008
have become members of this luxurious collection under their most premier segment Preferred Hotels and
Resorts. This will enable our hotels to acquire greater recognition of this brand in the USA as premium and
luxury hotels and would give opportunity to leverage further 29 global sales offices in the USA, Singapore,
Hong Kong, Japan and Australia among others. This will also facilitate our relationship with four of the largest
consortia – American Express, CWT, BCD and Hogg Robinson.
Towards our endeavor to introduce excellent facilities, we have entered into an agreement with ESPA of
London, one of the leading Spa management companies in the world, for our Spas at Mumbai, Goa, Udaipur,
New Delhi and Chennai.
Risks and Concerns

(i) General economic conditions:
The hotel business is dependent on global economic conditions as well as in India. This sector has been
affected by the global economic recession and its revival is dependent on several economic factors all
over the world. Local market conditions, excess hotel room supply in some cities, reduced international
or local demand for hotel rooms, government policies and regulations on taxation, etc. do affect the
hotel business.
( i i ) Socio - political risk:
In addition to the economic risk, your Company faces risks from the socio-political environment
internationally as well as within the country. As a result, threat of terrorist activities, occurrences of
infectious diseases, natural calamities and so on, may affect the flow of foreign tourists to India.


However, the UPA Government’s second term augurs well for the political stability and for introduction
of economic reforms, which should give the economy a much-needed kick-start for revival.
( i i i ) Competition from International Hotel Chains:
Having witnessed a high growth rate, the Indian subcontinent has become the focus area of major
international hotel chains. Several global players have announced their plan to have tie-ups with
developers and investors to benefit from the demand-supply imbalance. These entrants are expected to
intensify the competitive environment. However, some of them have either deferred or even sold the
same considering the prevailing liquidity crisis and overall market conditions.
(iv) Increased outbound travel:
Due to overall competitiveness of international airfares and higher disposable income available with
travellers, destinations such as, Europe, Southeast Asia and Australia have become more affordable to
domestic travellers. This has increased the number of outbound travellers and it is bound to present a
mild risk to the hotel industry in India. In fact, the number of outbound travellers from India has crossed
about 7 million, whereas the number of inbound foreign travellers to India is only about 5.1 million.
( v ) Foreign exchange fluctuation risks:
Your Company keeps a close watch on its foreign currency exposure and hedges currency risks in
consultation with its advisors. Net foreign currency and derivative instruments exposures are reviewed
regularly.
Risk Management - Leveraging Our Experience

Risk management is an integral part of the Company’s business process. With the help of experts in this field,
risks are carefully mapped and a risk management framework is evolved. Pertinent policies and methods are
set forth to mitigate such risks.
To counter risk from growing competition, your Company is renovating and continuously repositioning its
properties. It is also improving its service standards, in consultation with international experts, to provide
exceptional services, consistently, across all its hotels.
Efficient Internal Control Systems

Your Company has two prominent firms of Chartered Accountants as its Internal Auditors. These firms carry
out in-depth internal audits for each operating unit. The detailed process of review not only ensures reliability
of control systems and compliances with applicable legislation, defined policies and processes, but also
reviews efficiency of systems and ensures safeguarding of tangible and intangible assets. The Audit Committee
of the Board reviews the findings of the Internal Auditors and closely monitors the implementation of their
recommendations, by reviewing the compliance reports furnished.
Human Resources and Industrial Relations - The Intangible Imperatives

Your Company attaches highest importance to human resources and it focuses on developing a performance
culture throughout the organisation. Some of initiatives undertaken by the Company, in this regard, are as
follows:
• Performance Management System (based on Balanced Score Card) to measure objectively the
achievement in Key Result Areas.
• Variable salary package linked to performance.
• Providing opportunities to high performers for attending training programmes and additional exposures.
• Web-based rewarding system called “GEMS” (Guest Expectations: Manage and Serve) with the objective
of identifying high performers in guest services and to reward innovative suggestions to improve guest
services.


• Employee Satisfaction Surveys, with the help of internationally recognised agencies to seek constant
feedback from the employees to ascertain their level of satisfaction and also to ensure that the employee
morale and motivation levels remain high.
• Several initiatives have been started in all the units of your Company involving the employee as an
individual; employee and his family; and employee and the society. This has resulted in more engaged
employees leading to higher guest and employee satisfaction.
• Strengthening of the existing, “Leela Management Training Program” as well as a state-of-the-art
facility called the “Leela Centre for Excellence”, have enhanced your Company’s capability to develop
promising talents and to attract young budding catering college graduates as well as MBAs. This is also
aimed at providing them with in-house training, so that they can fill the requirements of the Company,
due to its rapid expansion plan. It is finally the high standards of service and operational excellence,
rendered by the dedicated employees of your Company that enables it to be amongst the top performing
hotels in the country.
Industrial relations throughout the year were cordial in all units of the Company. Periodic wage settlement
agreements were entered into, with staff representatives and unions at the units.
As on 31st March, 2009 the Company had 2,689 employees.
Cautionary Statement
Statements made in the Management Discussions and Analysis, describing the Company’s objectives,
projections, estimates, predictions and expectations may be ‘forward-looking statements’, within the
meaning of applicable securities laws and regulations. As ‘forward-looking statements’ are based on certain
assumptions and expectations of future events over which, the Company exercises no control, the Company
cannot guarantee their accuracy nor can it warrant that the same will be realized by the Company. The
Company assumes no responsibility to publicly amend, modify or revise any forward looking statements on the
basis of any subsequent developments or events or for any loss any investor may incur by investing in the
shares of the Company based on the ‘forward-looking statements’.
Operating Performance and Financial Results
The financial statement of your Company forms part of the annual report for 2008-09, the highlights of which
are given below:
(i) Revenues:
The total revenue of the Company decreased by 12%, from Rs.589 crores to Rs.517.52 crores, excluding
extra ordinary income on discount on Redemption of Bonds of Rs.64.64 crores.
Room and rental revenues decreased by 14%, from Rs.347.62 crores to Rs.299.12 crores. The Average
Room Rate (ARR) decreased by 4%, from Rs.12,138 to Rs.11,610.
The Food and Beverage revenue decreased by 10%, from Rs.130.11 crores to Rs.117.54 crores.
( i i ) Operating expenses:
The operating expenses decreased by 4% to Rs.296.32 crores.
( i i i ) Earnings before Interest and Depreciation:
The EBIDTA decreased by 30%, from Rs.228.08 crores to Rs.159.04 crores.
(iv) Interest and Depreciation:
Interest Cost was reduced from Rs.35.56 crores to Rs.26.73 crores.
Depreciation for the year was Rs.54.92 crores against Rs. 45.34 crores in previous year.
(v) Profit before Tax:

The Profit before Tax decreased by 13%, from Rs.223.30 crores to Rs.193.45 crores.

(vi) Profit after Tax:

The Profit after Tax, for the year 2008-09, decreased to Rs.144.98 crores, from Rs.149.98 crores of
2007-08, declined merely by 3%.
Balance Sheet:
(i) Share Capital:
There was no change in the Share Capital of the Company, which stood at Rs.75.56 crores, same as of
the previous year.
( i i ) Secured Loans:
Secured loans of the Company have increased to Rs.1818.62 crores, from Rs.1291.11 cores on account
of borrowing for various ongoing projects and restatement of foreign currency term loans.
( i i i ) Unsecured Loans:
Unsecured loans have decreased to Rs.630.88 crores, from Rs.744.54 cores, on account of buy back of
outstanding Foreign Currency Bonds.
(iv) Fixed Assets:
The gross fixed assets of the Company have increased by Rs.1,809.08 crores due to capital expenditure
for the on going projects and capitalization of exchange fluctuation on foreign currency term loans of
Rs.175.40 crores and revaluation of land to the extent of Rs.1033.26 crores.
( v ) Investments:
Increase of Rs.45.95 crores in the investments of the Company is mainly due to acquisition of M/s.
Iskon Estates Private Limited, which has since become a wholly-owned subsidiary of the Company.
Persons constituting group coming within the definition of “group” as defined

in the Monopolies and Restrictive Trade Practices Act, 1969 for the purpose
of regulation 3(1)(e)(i) of the Securities and Exchange Board of India
(Substantial Acquisition of Shares and Takeovers) Regulations, 1997,
includes the following:
1. Leela Lace Holdings Private Limited

2. Leela Lace Software Solutions Private Limited
3. Leela Fashions Private Limited
4. Leela Scottish Lace Private Limited
5. Mrs. Laxmi Nair
6. Mrs.Madhu Nair
7. Ms. Amruda Nair
8. Krishnan Nair Leela Family Trust
9. Capt. C. P. K. Nair (in his individual capacity and as trustee of Krishnan Nair Leela
Family Trust)
10. Mrs. P. V. Leela Amma (in her individual capacity and as trustee of Krishnan Nair
Leela Family Trust)
11. Mr.Vivek Nair (in his individual capacity and as trustee of Krishnan Nair Leela
Family Trust)
12. Mr.Dinesh Nair (in his individual capacity and as trustee of Krishnan Nair Leela
Family Trust)

REPORT ON CORPORATE GOVERNANCE

1. Company’s Philosophy on Code of Governance
Corporate Governance is based on the principles of integrity, fairness, equity, transparency,
accountability and commitment to values. Good governance practices stem from the quality and mindset
of the organization. Companies stand to gain by adopting systems that bolster the stakeholders’ trust
through transparency, accountability and fairness. With increasing interdependence and free trade
among countries and citizens across the globe, good Corporate Governance should be followed by any
company to distinguish itself.
Keeping the above in mind, your Company has also committed itself to the philosophy of good Corporate
Governance in all its dealings, utmost integrity in its conduct and in compliance with the highest
standards of corporate values and ethics. Your Company considers Corporate Governance as a continuous
journey to provide a congenial environment to harmonise the goals of maximizing the stakeholders’
value and maintaining a customer-centric focus in all its dealings with the outside world, besides
keeping important segments of the society adequately informed.
It has been the endeavour of “The Leela” group to give fair and equitable treatment to all its stakeholders,
including employees, customers and shareholders. The Code of Conduct for Directors and Senior Managers
adopted by the Board of Directors in terms of the Clause 49 of the Listing Agreement shall further
enhance the standards of Corporate Governance in the Company.
2. Board of Directors
2 . 1 Composition and size of the Board
The Company has an optimum combination of Executive and Non-Executive Directors. The Board
comprises 15 Directors, of whom 9 are Independent Directors, 2 Non-Executive Non-Independent
Directors and 4 Executive Directors, with the Chairman as a Non-Executive Promoter Director.
The Directors possess experience and specialization in diverse fields, such as hoteliering, project
management, legal, banking, finance, administration, etc.
During the financial year, there has been no change among the Board of Directors of the Company.
The particulars of Directors retiring by rotation and seeking re-appointment by the Members have
been included in the Notice of the Annual General Meeting.
The composition of the Board and category of Directors are as follows:
Category Name of Directors Designation No. of Shares

held as on
31 st March, 2009
Promoter Directors Capt. C. P. Krishnan Nair Chairman 255,565

Mr.Vivek Nair Vice Chairman &
Managing Director 246,460
Mr.Dinesh Nair Joint Managing Director 374,050
Executive Directors Mr.Venu Krishnan Deputy Managing Director NIL
Mr.V.L.Ganesh Director –Finance & CFO NIL
Non- Executive Mrs.Madhu Nair Director 360
Non- Independent
Director

REPORT ON CORPORATE GOVERNANCE (contd.)
Category Name of Directors Designation No. of Shares

held as on
31 st March, 2009
Independent Mr.M. Narasimham Director NIL

Directors Mr.P.C.D. Nambiar Director 15,000
Mr.Vijay Amritraj Director 60,105
Mrs.Anna Malhotra Director 2,500
Dr.K.U. Mada Director 8,680
Mr.Anil Harish Director NIL
Mr.R. Venkatachalam Director 500
Mr.A.K.Dasgupta Director NIL
Mr.C.K. Kutty Director 1,774,600
2.2. Meetings of the Board of Directors

The Board of Directors had met 6 times during the year - on 29th May, 18th June, 29th July, 16th
August, 23rd October, 2008 and 24th January, 2009 and as required, the gap between two Board
meetings did not exceed four calendar months. The Board meetings are held at the Registered
Office of the Company. The Agenda for the Board meetings containing relevant information/
supporting data, as required, are distributed well in advance to all the Board members from time
to time in a structured manner to enable the Board to take informed decisions.
When deemed expedient, the Board also approves by Circular Resolution important urgent items
of business as permitted under the Companies Act, 1956, and which cannot be deferred till the
next Board Meeting.
2.3. Board Meetings and Attendance

Attendance of each Director at the Board Meetings and the last Annual General Meeting (AGM)
and the number of Companies and Committees where they are Directors/ Members are given
below:
Name Category* Attendance Directorship / Membership in other

ParticularsLimited Companies (excluding the
Company)
Board AGM No. of other Chairman Member
Meeting (held on Directorships
16.08.2008) held as at
31.03.09
Capt. C.P. Krishnan Nair Chairman (NED) 6 Yes 5 1 -
Mr.Vivek Nair VC&MD 5 Yes 7 - 1
Mr.Dinesh Nair Jt.MD 6 Yes 6 - 1
Mr.Venu Krishnan Dy. MD 5 Yes 4 - -
Mr.M. Narasimham NEID 4 Yes - - -
Mr.P.C.D. Nambiar NEID 5 Yes 5 1 4
Mr.Vijay Amritraj NEID 1 Yes 1 - -
Mrs.Anna Malhotra NEID 6 Yes 1 - -
Mr.Anil Harish NEID 3 Yes 14 4 4
Dr.K.U. Mada NEID 6 Yes 4 1 3
Mrs.Madhu Nair NED 5 Yes - - -
Mr.R. Venkatachalam NEID 5 No - - -
Mr.C.K. Kutty NEID 4 Yes - - -
Mr.A.K.Dasgupta NEID 6 Yes 2 - -
Mr.V.L.Ganesh DF & CFO 5 Yes - - -


* VC & MD: Vice Chairman and Managing Director; Jt. MD: Joint Managing Director; DMD: Deputy Managing
Director; NEID: Non Executive & Independent Director; NED: Non-Executive Director; DF & CFO: Director-
Finance & Chief Financial Officer.
None of the Directors of the Board serves as member of more than ten committees, nor is Chairman of more
than five committees across all companies, in which he/she is a Director.
“Committees” considered for this purpose are those specified in Clause 49 of the Listing Agreement i.e. Audit
Committee and Shareholders / Investors Grievance Committee.
None of the Directors is related to any other except Capt. C.P Krishnan Nair, Mr.Vivek Nair, Mr. Dinesh Nair
and Mrs.Madhu Nair.
In addition to Commission, the Company pays its Non-Executive Directors sitting fees of Rs.20,000/- per
meeting of the Board of Directors and its Committees attended by them.
3. Audit Committee
3 . 1 Details of the Composition of the Audit Committee and attendance of the members
are as follows:
The Audit Committee of the Company comprises six Directors of whom, five are Non-Executive
Independent Directors. Members have varied expertise in banking, finance, project management,
accounting and legal matters. The Chairman of the Audit Committee was present at the last
Annual General Meeting held on 16th August, 2008. The Director-Finance & Chief Financial
Officer is a permanent invitee for the meetings. The Statutory Auditors and the Internal Auditors
are also invited to the meetings. The Company Secretary acts as Secretary to the Audit Committee.
The Committee oversees the work carried out by the management, internal auditors on the financial
reporting process, the safeguards employed by them and such relevant matters as it finds necessary
to entrust.
During the year under review, the Audit Committee met 5 times - on 29th May, 18th June, 29th July,
23rd October, 2008 and 24th January, 2009. The Committee generally meets on the day of the
Board meeting, except when otherwise considered expedient.
The particulars of members and their attendance at the meetings are given below:
Name of the Director Designation Category of Directorship No. of Meetings

during the year
Held Attended
Mr. P.C.D. Nambiar Chairman NEID 5 4
Mr. Vivek Nair Member ED 5 5
Mrs. Anna Malhtora Member NEID 5 5
Mr. Anil Harish Member NEID 5 3
Dr. K.U. Mada Member NEID 5 5
Mr. R. Venkatachalam Member NEID 5 5
3 . 2 Terms of Reference of Audit Committee

The terms of reference of this Committee are, inter alia, to cover the matters specified under
Clause 49 of the Listing Agreements as well as Section 292A of the Companies Act, 1956.
The Audit Committee of the Board, inter alia, provides reassurance to the Board on the existence
of an effective internal control environment that ensures:
• efficiency and effectiveness of operations;
• safeguarding of assets and adequacy of provisions for all liabilities;
• reliability of financial and other management information and adequacy of disclosures; and
• compliance with all relevant statutes.

The Audit Committee is empowered, pursuant to its terms of reference, inter alia, to:
• investigate any activity within its terms of reference and to seek any information it requires
from any employee; and
• obtain legal or other independent professional advice and to secure the attendance of
outsiders with relevant experience and expertise, when considered necessary.
The role of the Committee includes the following:
(a) Overseeing the Company’s financial reporting process and the disclosure of its financial
information to ensure that the financial statements are correct, sufficient and credible;
(b) Recommending the appointment and removal of external auditors, fixation of audit fees and
approval of payment of fees for any other services rendered by the auditors;
(c) Reviewing with the management the financial statements before submission to the Board,
focusing primarily on:
• any changes in accounting policies and practices;
• major accounting entries based on exercise of judgement by the management;
• qualifications in draft audit report;
• significant adjustments arising out of audit;
• the going concern assumption;
• compliance with Accounting Standards;
• compliance with Stock Exchange and legal requirements concerning financial
statements;
• matters required to be included in the Directors’ Responsibility Statement of Board’s
report in terms of clause (2AA) of Section 217 of the Companies Act, 1956;
qualifications in the draft audit report; and related party transactions.
(d) Reviewing with the management and external and internal auditors, the adequacy of internal
control systems and the Company’s statement on the same prior to endorsement by the
Board;
(e) Reviewing the adequacy of the internal audit function, including the structure of the internal
audit department, staffing and seniority of the official heading this department, reporting
structure, coverage and frequency of internal audit;
(f) Reviewing reports of internal audit and discussion with internal auditors on any significant
findings and follow-up thereon;
(g) Reviewing the findings of any internal investigations by the internal auditors and the
executive management’s response on matters where there is suspected fraud or irregularity
or failure of internal control systems of a material nature and reporting the matter to the
Board;
(h) Discussion with the external auditors, before the audit commences, on nature and scope of
audit, as well as after conclusion of the audit, to ascertain any areas of concern and review
the comments contained in their management letter;
(i) Reviewing the Company’s financial and risk management policies;
(j) Looking into the reasons for substantial defaults, if any, in payment to the depositors,
debenture holders, shareholders (in case of non-payment of declared dividends) and creditors;
(k) Considering such other matters as may be required by the Board; and
(l) Reviewing any other areas which may be specified as role of the Audit Committee under the
Listing Agreement, Companies Act and other statutes, as amended from time to time.


4. Shareholders / Investors’ Grievance Committee
4 . 1 Composition, Meeting and Attendance
The Committee comprises two Non-Executive Independent Directors and one Executive Director.
The Committee met on 23rd October, 2008 and on 31st March, 2009 during the year.
The particulars of members and their attendance at the meetings are given below:
Name of the Member Designation Category of No. of Meetings

Directorship during the year
Held Attended
Dr.K.U. Mada Chairman NEID 2 2
Ms.Anna Malhotra Member NEID 2 2
Mr.Venu Krishnan Member ED 2 1
The Company Secretary acts as the Compliance Officer and has been regularly interacting with
the Registrar & Share Transfer Agents (RTA) to ensure that the complaints/grievances of the
shareholders/investors are attended to without delay and where deemed expedient, the complaints
are referred to the Chairman of the Committee or discussed at its meetings.
During the year, the Registrar had registered 108 transfers comprising 321,470 shares and
processed 397 requests for dematerialization of 571,695 shares and 5 requests for rematerialization
of 8,750 shares. There were no valid requests pending for share transfers at the end of the year.
4.2. Broad Terms of Reference
To examine and redress the complaints and grievances of the shareholders / investors of the
Company such as transfer of shares, issue of duplicate shares, non-receipt of declared dividends /
annual reports / interest / redemption warrants on debentures, etc.
The Committee also looks into matters which can facilitate/smoothen investors’ services and
relations. Where deemed expedient, it also directs the RTA to ensure prompt redressal of genuine
complaints of investors. The Committee also examines and recommends to the Board about
appointment / removal of RTA and/or the fees payable to them, etc.
4 . 3 Details of Shareholder Complaints
The Complaints received during the year are summarized as follows:
Received from Received Action Complete Pending as on

31-03-2009
(1) Stock Exchanges, SEBI, MCA and ROC 45 45 Nil
(2) Directly from investors:
(a) Non-receipt of Share Certificates
after Transfer / sub- division /
Transmission / name change, etc. 39 39 Nil
(b) Non-receipt of Dividend 51 51 Nil
(c) Non-receipt of Duplicate
Share certificates 35 35 Nil
(d) Change of address / Specimen
Signature / Mandate instruction 43 43 Nil
(e) Warrant Conversion /
Redemption of Debentures 46 46 Nil
(f) Others/ Miscellaneous 39 39 Nil
To t a l 298 298 Nil


4 . 4 Compliance Officer
Name of the Compliance Officer Mr. Dinesh Kalani, Company Secretary

Address The Leela Kempinski, Sahar, Mumbai – 400 059
Telephone +91-22-6691 1182/83
E-mail dinesh.kalani@theleela.com
Fax +91-22-6691 1458
Designated E-mail ID for investor grievances investor.service@theleela.com
5. Remuneration Committee
5 . 1 Composition, Meeting and Attendance
The Committee comprises three Non- Executive Independent Directors. The Committee met once
during the year under review on 24th January, 2009 to consider the appointment of three relatives
of the Directors of the Company. The particulars of their appointment have been included in the
Notice of the Annual General Meeting for consideration of the Members.
The particulars of members and their attendance at the meeting are given below:
Name of the Member Designation Category of No. of Meetings
Directorship during the year
Held Attended
Mrs. Anna Malhotra Chairperson NEID 1 1
Mr.P.C.D. Nambiar Member NEID 1 1
Dr.K.U. Mada Member NEID 1 1
5 . 2 Remuneration Policy and Terms of Reference

The Committee decides the appointments and remuneration terms of the Executive Directors and
relatives of the directors. The broad terms of reference of the Remuneration Committee are to
recommend to the Board, salary (including annual increments), perquisites and commission to be
paid to the Company’s Managing / Whole - Time Directors (MD/WTDs). The payment of
remuneration is guided mainly by the factors like responsibilities shouldered, Company/individual
performance during the year, competitive structures and industry benchmarks.
The Company has not granted any Stock Options to any of the Directors during the year.
5 . 3 Other Committees of Directors
In addition to the above referred Committees which are mandatory, under the Corporate Governance
Code, the Board of Directors has constituted the following other Committees of Directors to look
into various matters:
Name of the Committee Business Members as at 31.03.2009

(i) Project Review Looking into planning, Mrs.Anna Malhotra (Chairperson)
Committee execution, review and Mr.Vivek Nair
monitoring of projects, Mr.Dinesh Nair
procurement, regulatory Mr.Venu Krishnan
clearances, etc. Mrs.Madhu Nair
Dr. K.U. Mada
Mr.C.K. Kutty
Mr.R. Venkatachalam
Mr.A.K. Dasgupta


Name of the Committee Business Members as at 31.03.2009
(ii) Committee on Issue of Allotment of Equity Capt. C. P. Krishnan Nair (Chairman)
Shares Shares on conversion of Mr.Vivek Nair
Foreign Currency Convertible Mr.Dinesh Nair
Bonds / any other issue Mr.Venu Krishnan
of securities Mr. V.L.Ganesh
(iii) Share Transfer Committee Approval of transfers, Capt. C. P. Krishnan Nair (Chairman)
transmissions, issue of Mr.Vivek Nair
duplicate share certificates, Mr.Dinesh Nair
etc. Mr.Venu Krishnan
(iv) Finance Committee To advise on fund raising Mrs. Anna Malhotra (Chairperson)
plans / proposals and cost Mr.Vivek Nair
controls and monitoring Mr.Dinesh Nair
measures, etc. Mr.Venu Krishnan
Mr. Anil Harish
Mr. R. Venkatachalam
Mr. V.L. Ganesh
6 Remuneration to Directors
6 . 1 Remuneration paid to Non-Executive Independent Directors of the Company
The Non-Executive Directors are paid sitting fees for attending each meeting of the Board of
Directors and Committees thereof. During the year under review, the commission for the previous
financial year ended 31st March, 2008 was paid to the Non-Executive Directors consequent upon
the approval of the Audited Accounts by the Members at the last Annual General Meeting of the
Company held on 16th August, 2008. The commission payable is decided by the Board considering
the profitability of the Company and is distributed accordingly. The details of sitting fees paid
and Commission payable during/for the year are given below:
Name of the Non-Executive Directors Sitting Fees Paid CommissionPayable
2008-09 (Rs.) 2008-09 (Rs.)
Capt. C.P. Krishnan Nair 120,000 8,000,000

Mr. M. Narasimham 80,000 300,000
Mr. P.C.D. Nambiar 200,000 300,000
Mrs. Anna Malhotra 400,000 300,000
Mr. Vijay Amritraj 20,000 300,000
Mrs. Madhu Nair 120,000 300,000
Mr. Anil Harish 100,000 300,000
Dr. K.U. Mada 360,000 300,000
Mr. R. Venkatachalam 280,000 300,000
Mr. C.K. Kutty 180,000 300,000
Mr. A.K.Dasgupta 180,000 300,000
6 . 2 Remuneration paid to Executive Directors of the Company

The remuneration of Whole-Time Directors are decided on the recommendation of the Remuneration
Committee and approved by the Board of Directors and shareholders and where required, statutory
approvals are also obtained. Any change in remuneration is also effected in the same manner and
/ or in line with the applicable statutory approvals.


The remuneration packages of Managing Directors and Whole-Time Directors comprise salaries, perquisites
and allowances, contribution to provident funds and other funds and/or commission. The details are summarized
below:
Name of the Designation Salary and Company’s Sitting Commission

Director Allowances contribution to Fees
Rs. Provident Fund Rs. Rs.
Mr.Vivek Nair Vice Chairman &
Managing Director 60,00,000 7,20,000 NIL 1,00,00,000/-
Mr.Dinesh Nair Joint Managing
Director 60,00,000 7,20,000 NIL 1,00,00,000/-
Mr.Venu Krishnan Deputy Managing
Director 81,00,000 9,00,000 NIL NIL
Mr.V.L.Ganesh Director- Finance
& CFO 96,60,000 7,92,000 NIL NIL
7. General Body Meetings and Postal Ballot

7 . 1 Location, date and time of the Annual General Meetings (AGM) and Court-
convened Meeting (CCM) for last 3 years are as follows:
Financial General Date Time Location

Year Meetings
2005-06 25th AGM 31.07.2006 11.00 a.m. Shree Bhaidas Maganlal Sabhagriha,
U-1, JVPD Scheme,
Vile Parle (West), Mumbai – 400 056
2006-07 26th AGM 13.08.2007 11.00 a.m. Shree Bhaidas Maganlal Sabhagriha,
U-1, JVPD Scheme, Vile Parle (W),
Mumbai – 400 056
2007-08 CCM 13.08.2007 1.30 p.m. Shree Bhaidas Maganlal Sabhagriha,
U-1, JVPD Scheme, Vile Parle (West),
Mumbai – 400 056
2007-08 27th AGM 16.08.2008 11.00 a.m. Rangsharda Natya Mandir, K.C. Marg,
Bandra Reclamation, Bandra (W),
Mumbai – 400 050.
All the resolutions as set out in the respective notices were passed unanimously by a show of hands by the
Members of the Company present at the said Annual General Meetings.
7 . 2 Special Resolution passed in three previous Annual General Meetings
Annual General Special Resolutions

Meeting (AGM)
25th AGM Resolution No. 11 – Approval of the Members for appointment of Mr.Venu Krishnan as the
Deputy Managing Director and the remuneration to be paid.
Resolution No. 12 – Approval of the Members to keep the Register of Members and other
documents at the office of the Registrar & Transfer Agents - Sharepro Services (India) Pvt.
Ltd. under Section 163 of the Companies Act, 1956.
Resolution No. 13 – Approval of Members to increase the limit of investment by Foreign

Institutional Investors.


Annual General Special Resolutions
Meeting (AGM)
Resolution No.15 – Approval of the Members under Section 81(1A) of the Companies Act,
1956 to issue securities in the form of ADR/ GDR/ FCCB, etc., not exceeding US$ 110
million.
Resolution No. 16 – Approval of Members under Sections 81 and 81(1A) of the Companies
Act, 1956 to issue securities to Qualified Institutional Buyers up to Rs.450 crores.
Resolution No.18 – Approval of Members to pay commission to Non-Executive Directors

of the Company as per the provisions of Section 309 of the Companies Act, 1956 for a
period of five financial years w.e.f. 1.4.2006.
26th AGM Resolution No. 8 – Approval of the Members for appointment of Mr.Vivek Nair as the Vice
Chairman & Managing Director u/s 198, 269, 309 r/w Schedule XIII w.e.f. 1st April, 2007
for a period of five years on the revised remuneration, perquisites and commission to be
paid .
Resolution No. 9 – Appointment of Mr.Dinesh Nair as the Joint Managing Director u/s
198, 269, 309 r/w Schedule XIII w.e.f. 1st April, 2007 for a period of five years on the
revised remuneration, perquisites and commission to be paid.
27th AGM Resolution No. 9 – Approval of the Members for appointment of Mr.V. L. Ganesh as Director
– Finance & CFO u/s 198, 269, 309 r/w Schedule XIII w.e.f. 31st January, 2008 for a period
of three years.
Court Convened Approval of Composite Scheme of Arrangement for Amalgamation of Kovalam Hotels
Meeting Limited with the Company and its shareholders held on 13th August, 2007.
Postal Ballot Approved the Resolution by way of postal ballot for creation of security u/s 293(1) (a) of
the Companies Act, 1956 on 1st November, 2006.
7 . 3 Postal Ballot
The Company has not conducted any business through postal ballot during the year under review.
The provisions relating to postal ballot shall be complied with on the matters as may be applicable.
8. Disclosures
8 . 1 Statutory Compliance, Penalties and Strictures
There were no instances of non-compliance or levy of any penalties / strictures imposed by Stock
Exchange or SEBI or any other statutory authority during the last three financial years on any
matter related to the capital markets.
8 . 2 Materially significant related party transactions
The transactions between the Company and the Directors and Companies in which the Directors
are interested have been disclosed in notes to the Annual Accounts in compliance with the
Accounting Standard relating to “Related Party Disclosures”. There is no materially significant
Related Party Transaction that may have potential conflict with the interests of the Company.
8 . 3 Risk Management
The Management Team of the Company regularly reviews and interacts with the members of the
Audit Committee and the Board of Directors on the risk management strategy to ensure the
effective implementation and monitoring of the risk management policy and procedures. The
Company is in the process of setting up a system to appraise the Board of Directors on the key risk
assessment areas and suggestive risk mitigation mechanism.


8 . 4 CEO / CFO Certification
In terms of the requirement of Clause 49(V) of the Listing Agreement, the Vice Chairman &
Managing Director (CEO) and Director-Finance & CFO have submitted a certificate to the Board
of Directors in the prescribed format for the year under review.
8 . 5 Code for Prevention of Insider-Trading Practices
In compliance with the SEBI regulation on prevention of insider trading, the Company instituted
a comprehensive Code of Conduct for prevention of insider trading for its Management and staff.
The Code lays down guidelines, which advise them on procedures to be followed and disclosure to
be made, while dealing with shares of the Company and cautioning them of the consequences of
violations.
9. Means of Communication
The Company regularly publishes its quarterly and annual results in Financial Express, Free Press
Journal, Navashakti and some other newspapers and simultaneously posts them on the Company’s
website (www.theleela.com). The Company also posts information relating to its financial results on
Electronic Data Information Filing and Retrieval System (EDIFAR) at www.edifar.com. Hence, the
quarterly results are not sent to all households of shareholders. The presentation as and when made to
analysts is also simultaneously displayed on the website of the Company.
The Management Discussion and Analysis report is appended elsewhere and forms an integral part of
the Annual Report.
1 0 . Outstanding Foreign Currency Convertible Bonds (FCCBs)

(a) Out of the FCCBs aggregating EURO 60 million issued by the Company on 15th September, 2005
(maturity date 16th September, 2010), the Bonds of the Face Value of Euro 8.60 have already
been converted into Equity Shares of the Company. Further, the Company prematurely bought back
Bonds of the Face Value of Euro 12.20 million till 31st March, 2009 at a discount to the issue
price under the automatic route in line with the guidelines issued by the Reserve Bank of India.
The present outstanding amount of this issue is Euro 39.20 million.
(b) Out of the further FCCB issue made by the Company on 24th April, 2007 aggregating US$ 100
million (maturity date being 25th April, 2012), the Company has prematurely bought back Bonds
of the face value of US$ 33 million till 31st March, 2009 at a discount to the issue price under the
automatic route in line with the guidelines issued by the Reserve Bank of India. The outstanding
amount of this issue is US$ 67 million as at the end of the year.
1 1 . Subsidiary Companies
The Company does not have any material unlisted subsidiary and hence the Company is not required to
have an Independent Director of the Company on the Board of such subsidiary.
The minutes of the subsidiary companies are periodically placed before and reviewed by the Board of
Directors.
1 2 . A certificate from a practicing Company Secretary regarding compliance by the Company with the
Corporate Governance is attached hereto as an annexure to the report.
1 3 . Status of Compliance with Non- Mandatory Requirements
(a) Non-Executive Chairman’s Office:
The Non-Executive Chairman has a separate office and all the expenses related to the office are
borne by the Company.
(b) Remuneration Committee:
The Company has a Remuneration Committee, the details whereof are furnished at above mentioned
Sr.5 of this Report.


( c ) Shareholders Rights:
The quarterly, half-yearly and annual financial results of the Company are published in English
and Marathi newspapers having wide circulation and they are uploaded on SEBI’s EDIFAR website
and the Company’s web-site. Hence, half-yearly declaration of financial performance is not sent
to each household of shareholders.
(d) Tenure of Independent Directors:
The Board has not laid down any specific maximum tenure for the Independent Directors.
( e ) Audit Qualifications:
The Company has initiated measures to move towards a regime of unqualified financial statements.
(f) Training of Board Members:
The Directors of the Company are senior professionals of high standing and experience in corporate
sector and the industry in which the Company operates. They are being kept informed of the
business model, growth factors and the risk profile of the Company. Hence, the Company has not
laid down any formal training mechanism for its directors.
( g ) Mechanism for evaluating Non-Executive Board Members:
The Non-Executive Directors of the Company are professionals from diverse fields relevant to the
Company’s business requirements and have long standing experience and expertise in their
respective fields.
Non-Executive Directors add substantial value to the deliberations of the Board and Committees,
besides giving guidance on matters referred to them from time to time. They also play an important
role in safeguarding the interests of the stakeholders.
In the light of the above, Chairman under authority from the Board evaluates the performance of
each Non-Executive Director.
(h) Whistle Blower Policy:

The Company does not have a Whistle Blower Policy. The Company promotes ethical behaviour
in all its business activities. All employees are free to approach the Audit Committee to raise
their genuine concerns in good faith relating to fraud, malpractice or any other activity or event
which is against the Company’s interest.
Mumbai, 27th June, 2009 Capt. C.P. Krishnan Nair

Chairman
Declaration on Compliance with the Code of Conduct
I hereby confirm that all the Directors and Senior Management Personnel of the Company have affirmed their
adherence to the provisions of the code during the year under review.
Vivek Nair
Mumbai, 27th June, 2009 Vice Chairman & Managing Director

CERTIFICATE OF COMPLIANCE WITH THE CONDITIONS OF

CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE
LISTING AGREEMENT(S)
TO THE MEMBERS OF HOTEL LEELAVENTURE LIMITED
I have examined the compliance of conditions of corporate governance by HOTEL LEELAVENTURE LIMITED
for the year ended 31st March, 2009, as stipulated in Clause 49 of the Listing Agreement of the said Company
with the Stock Exchanges.
The compliance of the conditions of Corporate Governance is the responsibility of the Management. My
examination was limited to the procedure and implementation thereof adopted by the Company for ensuring
the compliance of the conditions of corporate governance. It is neither an audit nor an expression of the
opinion on the financial statements of the Company.
In my opinion and to the best of my information and according to the explanation given to me, I certify that the
Company has complied with the conditions of corporate governance as stipulated in the above mentioned
Listing Agreement.
I further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency or effectiveness with which the Management has conducted the affairs of the Company.
For V. Sundaram & Co.
Mumbai, 27th June, 2009
V. Sundaram
Practicing Company Secretary
COP - 3373

General Shareholder Information
1.1 28 th Annual General Meeting
Day / Date Time Venue
Friday / 21.08.2009 11.00 a.m. Shree Bhaidas Maganlal Sabhagriha,

U-1, JVPD Scheme, Vile Parle (West),
Mumbai – 400 056
1.2 Financial Calendar for the Year
Financial Year 1st April, 2008 to 31st March, 2009
Dividend Payment The dividend, if declared, by the shareholders at the Annual General
Meeting shall be paid / credited on or before 19th September, 2009 i.e.
within 30 days from the date of declaration.
Book Closure Dates Tuesday, the 18th August, 2009 to Friday, the 21st August, 2009 (both
days inclusive) to determine the entitlement of shareholders to receive
dividend, if declared, for the year ended 31st March, 2009.
Listing on Stock Exchanges (A) Equity Shares:

I) Bombay Stock Exchange Limited
Phiroze Jeejeebhoy Towers,
Dalal Street, Fort, Mumbai – 400 023.
II) National Stock Exchange of India Limited
Exchange Plaza, Bandra Kurla Complex,
Bandra (E), Mumbai – 400 051
(B) Foreign Currency Convertible Bonds:
Singapore Exchange Securities Trading Ltd.
2 Shenton Way # 19-00 SGX Centre,
Singapore - 068804
Financial reporting for the quarter ending (tentative)
30th June, 2009 31st July, 2009

30th September, 2009 On or before 31st October, 2009
31st December, 2009 On or before 31st January, 2010
31st March, 2010 On or before 30th June, 2010
Annual General Meeting for On or before 30th September, 2010
the year ending 31st March, 2010
The Company has already paid the annual listing fees for the year 2009-10 to the Stock Exchanges as well as
custodial fees to the depositories.
1 . 3 Registered Office
The Registered Office of the Company is situated at The Leela Kempinski, Sahar, Mumbai – 400 059.
1 . 4 Script Information – Equity Shares
Particulars Script Code / Information
Bombay Stock Exchange Limited 500193
National Stock Exchange of India Limited HOTELEELA
Demat ISIN allotted by NSDL/CDSL is INE 102 A 01024
Face Value Rs.2 /- each

General Shareholder Information (contd.)
1 . 5 Stock Market Data
The monthly high/ low prices of the shares of the Company from 1st April, 2008 to 31st March, 2009 are
given below:
Month BSE NSE

High Low Volume SENSEX High Low Volume S&P CNX
(Rs.) (Rs.) (Nos.) (Closing) (Rs.) (Rs.) (Nos.) NIFTY
(Closing)
April – 2008 52.45 39.45 17266736 17287.31 52.90 39.75 45063178 5165.90
May – 2008 51.30 41.80 8381595 16415.57 51.15 41.60 23389069 4870.10
June – 2008 43.35 32.15 8288677 13461.60 43.40 35.15 24577511 4040.55
July – 2008 34.50 28.90 6880651 14355.75 34.35 28.50 22194082 4332.95
August – 2008 35.10 30.50 12915566 14564.53 35.80 30.55 34281370 4360.00
September – 2008 36.25 26.50 11509754 12860.43 36.70 24.10 23710027 3921.20
October – 2008 30.20 21.05 8620389 9788.06 30.10 20.50 24924904 2885.60
November – 2008 29.90 17.10 6581025 9092.72 29.95 17.45 19407176 2755.10
December – 2008 23.15 17.15 4864989 9647.31 23.15 17.25 14090961 2959.15
January – 2009 22.90 17.25 4055069 9424.24 22.85 17.20 12044507 2874.80
February – 2009 20.70 17.30 4122372 8891.61 21.00 16.50 13064318 2763.65
March – 2009 19.40 16.00 2688546 9708.50 19.25 16.15 8220823 3020.95
Sources: BSE, NSE, Sensex & S&P CNX Nifty websites.

1.6. Distribution of Shareholding as on 31 st March, 2009
Slab of No. of % of Holding % of
Shareholding Shareholders To t a l No. of shares To t a l
(No. of Shares)
Upto 5000 184,438 98.76 74,790,683 19.80
5001 to 10000 1306 0.70 9,767,802 2.59
10001 to 20000 475 0.25 6,846,516 1.81
20001 to 30000 207 0.11 5,157,961 1.37
30001 to 40000 67 0.04 2,384,380 0.63
40001 to 50000 58 0.03 2,725,854 0.72
50001 to 100000 93 0.05 6,662,101 1.76
Above 100000 104 0.06 269,489,695 71.32
TOTAL 186,748 100 377,824,992 100

1.7 Shareholding Pattern as on 31 st March, 2009.
Sr. Category No. of % of
No. Shares held Holding
1 Promoters (including persons acting in concert) 194,817,507 51.56
2 Public Financial Institutions 24,050,023 6.37
3 Banks 1,493,900 0.40
4 Mutual Funds 748,600 0.20
5 Bodies Corporate 35,221,501 9.32
6 FIIs 15,913,408 4.21
7 NRIs / OCBs 12,796,880 3.39
8 Directors (Other than Promoters) 1,861,385 0.49
9 Resident Individuals 90,921,788 24.06
To t a l 377,824,992 100
1 . 8 List of Top 10 Shareholders as on 31 st March, 2009 (Other than Promoters)

Sr. No. Name No. of Shares %
1 Russell Credit Limited 14,042,900 3.72
2 Life Insurance Corporation of India 12,275,915 3.25
3 The India Fund, Inc 9,256,950 2.45
4 LIC of India - Market Plus 6,950,290 1.84
5 Norges Bank A/C Government Petroleum Fund 2,348,335 0.62
6 Housing Development Finance Corporation Limited 2,000,000 0.53
7 Life Insurance Corporation of India 1,834,568 0.49
8 Dimensional Emerging Markets Value Fund Inc 1,357,335 0.36
9 Religare Securities Limited 1,324,339 0.35
10 The New India Assurance Company Limited 1,169,000 0.31
1 . 9 Share Transfer System

The Board has delegated the authority for approving transfer, transmission, etc. of the Company’s equity
shares to a Share Transfer Committee. The Share Certificates in physical form are generally processed
fortnightly and returned within 30 days from the date of receipt, if the documents are proper and valid
in all respects. A summary of the transfer / transmission so approved is placed at every Board Meeting.
The Company obtains from a Practicing Company Secretary a half-yearly certificate of compliance with
the share transfer formalities as required under Clause 47(c) of the Listing Agreement with Stock
Exchanges, and files a copy of the certificate with the Stock Exchanges concerned.
1 . 1 0 Dematerialisation of shares and liquidity
As on 31st March, 2009, the total number of Equity Shares of the Company in dematerialized form stood
at 364,431,712 Shares (representing 96.46% of the Company’s paid-up Equity Share Capital).
The trading in Equity Shares of the Company is permitted only in dematerialized form. Considering the
advantages of trading in demat form, members are encouraged to consider dematerialisation of their
shares so as to avoid inconvenience in future.
Shareholders seeking dematerialization / rematerialization of their shares need to approach their
Depositary Participants (DP) with whom they maintain demat accounts. The DP will generate an
electronic request and will send the physical share certificates to the Registrar and Share Transfer
Agents (“the Registrar”) of the Company. Upon receipt of the request and share certificates, the Registrar
will verify the same. Upon verification, the Registrar will request National Securities Depository Ltd.
(NSDL) / Central Depository Services (India) Ltd. (CDSL) to confirm the demat request. The demat
account of the respective shareholder will be credited with equivalent number of shares. In case of
rejection of the request, the decision shall be communicated to the shareholder.
In respect of rematerialization, upon receipt of the request from the shareholder, the DP generates a request
and its verification is done by the Registrar. The Registrar then requests NSDL and CDSL to confirm the same.
Approval of the Company is being sought and eligible number of shares are issued in physical form to the
shareholder within 21 days.
1 . 1 1 Registrar & Share Transfer Agent

M/s. Sharepro Services (India) Pvt. Ltd. has been appointed as one point agency for dealing with
shareholders. Shareholders correspondence should be addressed to the Company’s Registrar & Share
Transfer Agent at the address mentioned below:
M/s.Sharepro Services (India) Pvt. Limited
Unit: Hotel Leelaventure Limited
13 AB Samhita Warehousing Complex, 2nd Floor
Off. Andheri Kurla Road
Sakinaka Telephone Exchange Lane
Sakinaka, Andheri (East)
Mumbai - 400 072
Tel : 6772 0300 / 6772 0400 / 6772 0344
Fax : 2859 1568
E-mail: sharepro@shareproservices.com
Contact persons: Mr.K.G. Abraham / Mr.Pascol Pereira
1.12 Investor Correspondence – Contact Details
Clarification / queries related to Name Contact Nos.
(a) Accounts matters Mr. V.L. Ganesh Tel. +91 22 6691 1021
Director –Finance & CFO Fax. +91 22 6691 1456
Email: df@theleela.com
(b) Company Secretary Mr.Dinesh Kalani Tel. +91 22 6691 1182/3
Fax. +91 22 6691 1458
Email: dinesh.kalani@theleela.com
(c) Share / Secretarial matters Exclusive E-mail ID investor.service@theleela.com
for investor grievnaces
1.13 Investor Information Kit

The Company has recently uploaded on its web-site an “Investor Information Kit” for the general
information and guidance to the investors of the Company.
1.14 Address of other offices
Please refer to page no. 105 of the annual report.

SECRETARIAL COMPLIANCE REPORT

CIN: L55101MH1981PLC024097 Nominal Capital: Rs.180 Crores
To
The Board of Directors
Hotel Leelaventure Limited
Mumbai.
We have examined the registers, records, books, forms, returns and documents of Hotel Leelaventure Ltd.
(“the Company”) as required to be maintained under the Companies Act, 1956 (“the Act”), the rules made
there under and also the provisions contained in the Memorandum and Articles of Association of the Company
(“the requirements”) for the year ended 31st March, 2009. Based on our examination as well as information
and explanation furnished by the Company to us and the records made available to us, we hereby report that:
1. The requisite statutory registers and other records required under the Act and the Rules made thereunder
have been maintained in accordance with the Act either in physical and electronic mode as applicable.
2. The requisite forms, returns and documents required under the Act and the Rules made there under to be
filed with the Registrar of Companies and other authorities have been duly complied with.
3. The Company has a Board consisting of 15 members
• Board of Directors: The Board has met 6 times and the minutes have been recorded properly in
the minutes book maintained for the purpose.
4. As required under the Listing Agreement and Companies Act, the Company has the following Committees:
• Audit Committee: The Committee has met 5 times during the year under review. The minutes are
properly recorded.
• Share Transfer and Investors Grievance Committee: The Committee has held two meetings and the
minutes are properly recorded.
• Remuneration Committee has met once to decide about the appointment of three relatives of the
directors in the employment of the Company. The necessary approval under Section 314 is to be
obtained at the Annual General Meeting to be convened.
5. The Annual general meeting for the year 2007-08 was held on 16th August, 2008. The minutes of the
meeting have been properly recorded in the minutes book maintained for the purpose.
6. The re-appointment of directors, who retire by rotation, has been made in accordance with the Act.
7. Due disclosures under the requirements of the applicable statutes have been made by the Company. The
Company has also complied with the requirements in pursuance to the Listing Agreements with the
Stock Exchanges. The Company has complied with SEBI (Substantial Acquisition of Shares and Takeovers)
Regulations 1997 as amended from time to time. The Company has filed statements with the Stock
Exchanges under the regulation 8 (3) of the said Regulations within 21 days from 31st March, 2009 and
from the book closure date for the purpose of payment of dividend for the year ended 31st March, 2008.
8. The Company has complied with the requirements of the Depositories Act, 1996 as amended pertaining
to dematerialization of shares and wherever required, share certificates have been issued and delivered
to shareholders within the statutory period and the transfers / transmissions thereof have been carried
out and registered as per the requirements.
9. The split shares for the split of one equity share of Rs.10/- each into 5 shares of Rs. 2/- each were
exchanged for those shareholders who were holding the shares in physical mode. The new certificates
are being exchanged as and when shareholders submit their old share certificates.
10. During the financial year, the Company has bought back Foreign Currency Convertible Bonds of the face
value of Euro 12.20 million and US$ 33 million under Automatic Route in compliance with applicable
ECB Guidelines as amended.

SECRETARIAL COMPLIANCE REPORT (contd.)

11. Declaration and payment of dividend during the year under review and transfer of monies lying in
unclaimed dividend account to the Investor Protection and Education Fund, wherever applicable, have
been duly complied with as per the requirements of the Act.
12. The Company has complied with the provisions of Section 293(1) (a) and 293 (1) (d) of the Act in
respect of monies borrowed from financial institutions and banks.
13. Charges created / modified / satisfied by the Company were notified to the ROC and were entered in the
Register maintained for the purpose during the financial year ended 31st March, 2009.
14. The Company has complied with the provisions of section 372A and other provision of the Act in respect
of guarantees given, loans granted to companies including subsidiaries and investments by way of
equity shares made in subsidiaries and other companies during the financial year ended 31st March,
2009. The Company has, wherever required, obtained the necessary approvals of the Board, Committee
thereof, shareholders, the Central Government or other authority (ies) as per the requirements of the
Act.
15. The Company has not accepted any Fixed Deposits during the year under review. The dividend declared
for the financial year ended 31st March, 2008 has been paid during the year under review. The Annual
Return and the Annual Reports have been filed with the ROC as required under the Act. The Company
has, therefore not defaulted in any of the Provisions of Section 274 (1) (g) of the Act, which would
otherwise disqualify the Directors of the Company from acting as a Director of any other Company.
16. The Company has complied with the relevant clauses of the Listing Agreement with the Stock Exchanges
pertaining to submissions of the statements, documents, disclosure requirements, publication in
newspapers, press releases, Corporate Governance standards as prescribed in clause 49, within the time
limit specified in the Listing Agreement.
17. The Company has complied with the relevant provisions of SEBI (Prohibition of Insider Trading)
Regulations 1992 as amended from time to time. The Company has within the time limit specified in
the Regulations, submitted the information received from the employees / directors / stakeholders as
shareholders with regard to any purchase or sale in excess of requisite percentage of the paid up share
capital to the Stock Exchanges.
18. The Company has also instituted the Code of Conduct for Directors and other Senior Executives of the
Company and has complied with the said Code as required under the Clause 49 of the Listing Agreement.
For V. Sundaram & Co.
V. Sundaram
Mumbai, 27th June, 2009 Practicing Company Secretary
COP - 3373

REPORT OF THE AUDITORS

To the members of Hotel Leelaventure Limited
1 We have audited the attached Balance Sheet of HOTEL LEELAVENTURE LIMITED as at 31st March
2009, and also the Profit and Loss Account and the Cash Flow statement for the year ended as on that
date, both annexed thereto. These financial statements are the responsibility of the Company’s
Management. Our responsibility is to express an opinion on these financial statements based on our
audit.
2 We conducted our audit in accordance with auditing standards generally accepted in India. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by the management, as well as
evaluating the overall financial statement presentation. We believe that our audit provides a reasonable
basis for our opinion.
3 As required by the Companies (Auditor’s Report) Order, 2003 as amended by the Companies (Auditor’s
Report) (Amendment) Order, 2004 (the ‘order’) issued by the Central Government in terms of Section
227 (4A) of the Companies Act, 1956 we give in the annexure, a statement on the matters specified in
paragraphs 4 and 5 of the said order to the extent applicable.
4 Further to our comments in the Annexure referred to above, we report that:
a. We have obtained all the information and explanations which, to the best of our knowledge and
belief, were necessary for the purposes of our audit.
b In our opinion, proper books of account as required by law has been kept by the company so far as
it appears from our examination of those books;
c The Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt with by this
report are in agreement with the books of account;
d In our opinion, the Balance Sheet, the Profit and Loss Account and the Cash Flow Statement dealt
with by this report comply with the accounting standards, to the extent applicable, referred to in
subsection (3C) of the Section 211 of the Companies Act, 1956;
e On the basis of written representations received from the directors, taken on record by the Board
of Directors, we report that none of the directors is disqualified as at 31st March 2009 from being
appointed as a director in terms of clause (g) of sub-section (1) of Section 274 of the Companies
Act, 1956; and
f In our opinion, and to the best of information and according to the explanation given to us, the said
Accounts, give the information required by the Companies Act, 1956 in the manner so required,
subject to our inability to express an opinion on the impact of disputed interest
income recognised as referred to in note 9 of schedule K to the accounts and read with
other notes, give a true and fair view
i. in the case of Balance Sheet, of the state of affairs of the company as at 31st March 2009.
ii in the case of Profit and Loss Account, of the profit of the Company for the year ended on that
date; and
iii. in the case of the Cash Flow Statement, of the Cash Flows for the year ended on that date.
For PICARDO & CO.

K.V.Gopalakrishnayya
Partner
Membership No.21748
Mumbai, 27th June ,2009

ANNEXURE TO THE AUDITORS’ REPORT

[referred to in paragraph (3) of our report of even date]
(i) a. The Company has maintained proper records showing full particulars including quantitative details
of fixed assts except particulars of location which needs to be updated.
b. Some of the fixed assets were physically verified during the year by the Management in accordance
with a programme of verification, which in our opinion provides for physical verification of all the
fixed assets at reasonable intervals. According to the information and explanations given to us,
no material discrepancies were noticed on such verification.
c. The fixed assets disposed off during the year, in our opinion, do not constitute a substantial part of
the fixed assets of the Company and such disposal has, in our opinion, not affected the going
concern status of the Company.
(ii) a. As explained to us, inventories were physically verified during the year by the Management at
reasonable intervals.
b. In our opinion and according to the information and explanation given to us, the procedures of
physical verification of inventories followed by the Management were reasonable and adequate
in relation to the size of the company and nature of the business.
c. In our opinion and according to the information and explanation given to us, the Company has
maintained proper records of inventories and no material discrepancies were noticed on physical
verification.
(iii) According to the information and explanations given to us, the Company has not granted /taken secured
or unsecured loans to/from companies, firms or other parties covered in the Register maintained under
Section 301 of the Companies Act, 1956
(iv) In our opinion and according to the information and explanations given to us, there are adequate internal
control procedures commensurate with the size of the Company and nature of its business with regard to
purchase of inventories and sale of goods and services. In our opinion internal control systems for
purchase of fixed assets needs to be strengthened. During the course of our audit, we have not observed
any continuing failure to correct major weaknesses in internal controls.
(v) To the best of our knowledge and belief and according to the information and explanations given to us,
transactions to be entered in the register maintained under Section 301 of the Companies Act, 1956
have been entered in the register.
Transactions made in pursuance of such contracts or arrangements have been made at prices which are
reasonable having regard to the prevailing market prices at the relevant time.
vi) In our opinion and according to the information and explanations given to us, the Company has not
accepted deposits in terms of the provisions of Sections 58A and 58AA or any other relevant provisions
of the Companies Act, 1956.
(vii) In our opinion, the company has an adequate internal audit system commensurate with the size and
nature of its business.
(viii) The central Government has not prescribed maintenance of cost records under section 209 (1) (d) of the
Companies Act, 1956 in respect of any of the activities of the company.
(ix) (a) According to the information and explanations given to us, the Company has generally been
regular in depositing undisputed statutory dues, including Provident Fund, Investor Education and
Protection Fund, Employees’ State Insurance, Income-Tax, Sales-Tax, Wealth Tax, Service Tax,
Custom Duty, Excise Duty, Cess and any other material statutory dues with the appropriate
authorities during the year.
(b) According to the information and explanations given to us, no undisputed amounts payable in
respect of the aforesaid dues were outstanding as on 31st March, 2009 for a period of more than six
months from the date they became payable.

ANNEXURE TO THE AUDITORS’ REPORT
(c). According to the information and explanations given to us, details of disputed Sales Tax, Income
Tax, Custom Duty, Wealth Tax, Service Tax, Excise Duty and Cess which have not been deposited
as on 31st March, 2009 on account of any dispute are given below:
Name of Statute Nature of Amount Period to which Forum where
the dues (Rs. in Crores) the amount relates dispute is
(Assessment years) pending
Customs Act Custom Duty 0.50 2000-2001 Customs, Excise,
and Penalty Service Tax
Appellate Tribunal
Customs Act Custom Duty 0.35 1990-1991 Customs, Excise,
Service Tax
Appellate Tribunal
(x) The Company does not have accumulated losses. The Company has not incurred cash losses during the
financial year covered by our audit and in the immediately preceding financial year.
(xi) In our opinion and according to the information and explanations given to us, the Company has not
defaulted in the repayment of dues to the financial institutions, banks, and debenture holders
(xii) In our opinion and according to the information and explanations given to us, no loans and advances
have been granted by the Company on the basis of securities by way of pledge of shares, debentures and
other securities.
(xiii) The Company is not a chit fund/nidhi/mutual benefit fund/society. Accordingly, clause 4 (xiii) of the
Companies (Auditor’s Report) Order, 2003 is not applicable to a company during the year under audit.
(xiv) In our opinion and according to the information and explanations given to us the Company is not dealing
in or trading in shares ,securities, debentures and other investments. Therefore the provisions of clause
(4)(iv) of The Companies (Auditors Report) Order 2003 are not applicable to the Company.
(xv) The Company has not given any guarantee for loans taken by others from financial institutions or banks.
(xvi) To the best of our knowledge and belief and according to the information and explanations given to us,
in our opinion, term loans availed by the Company were, prima facie, applied by the Company during the
year for the purposes for which the loans were obtained.
(xvii) According to the information and explanations given to us, and on an overall examination of the
Balance Sheet of the Company, funds raised on short term basis have, prima facie, not been used during
the year for long term investment.
(xviii)During the year, the Company has not made any preferential allotment of shares to parties and Companies
covered in the Register maintained under Section 301 of the Act.
(xix) The Company has issued debentures during the year under review for which securities have not been
created as on date. We have been informed that the Company is in process of creation of Securities.
(xx) The Company has not raised any money by public issues during the year.
(xxi) To the best of our knowledge and belief and according to the information and explanations given to us,
no fraud on or by the Company was noticed or reported during the year.
For PICARDO & CO.
Partner
Membership No.21748
Mumbai, 27th June ,2009

BALANCE SHEET AS AT 31ST MARCH, 2009

As at As at
31st March 2009 31st March 2008
Schedule Rupees Rupees
SOURCE OF FUNDS
Shareholder’s Funds
Share Capital A 755,649,984 755,649,984
Reserve and Surplus B 18,644,604,927 8,546,042,428
19,400,254,911 9,301,692,412
Loan Funds
Secured C 18,186,251,794 12,911,172,400
Unsecured 6,308,866,000 7,445,398,150
24,495,117,794 20,356,570,550
Deferred tax liability 1,003,624,416 913,624,416
TOTAL 44,898,997,121 30,571,887,378
APPLICATION OF FUNDS
Fixed Assets D
Gross Block 38,334,503,656 25,531,244,113
Less: Depreciation 3,984,569,483 3,363,848,769
Net Block 34,349,934,173 22,167,395,344
Add: Projects -in- Progress 9,345,355,346 4,057,737,006
43,695,289,519 26,225,132,350
Investments ( At Cost ) E 462,369,419 2,817,535
Current Assets, Loans and advances F
Inventories 419,635,336 386,675,989
Sundry Debtors 315,099,080 386,295,761
Cash and Bank balances 303,946,405 2,955,831,119
Loans and Advances 2,923,401,749 2,676,559,125
3,962,082,570 6,405,361,994
Less: Current Liabilities and Provisions G
Current Liabilities 1,713,020,445 932,880,832
Provisions 1,507,723,942 1,128,543,669
3,220,744,387 2,061,424,501
Net Current Assets 741,338,183 4,343,937,493
TOTAL 44,898,997,121 30,571,887,378
Notes to the Accounts K
Schedules referred to herein form an integral part of the
Balance Sheet For and on behalf of the Board of Directors
Per our report of even date attached Capt. C.P. Krishnan Nair Chairman
For PICARDO & CO. Vivek Nair Vice Chairman &
Chartered Accountants Managing Director
V.L.Ganesh Dinesh Nair Joint Managing Director
Director - Finance Venu Krishnan Deputy Managing Director
& CFO
Madhu Nair
K.V. Gopalakrishnayya M. Narasimham
Partner Anna Malhotra
Membership No.21748 Dinesh Kalani Anil Harish Directors
Company Secretary K.U. Mada
R. Venkatachalam
C.K. Kutty
Mumbai, 27th June 2009 A.K. Dasgupta

PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED 31ST MARCH, 2009
For the year ended For the year ended
INCOME
Sales/Services rendered and other Income H 5,821,646,172 5,891,042,842
EXPENDITURE
Operating, Administrative and Other expenses I 2,963,268,091 2,845,944,592
Financial Charges J 267,279,824 355,602,328
Loss on Sale of Fixed Assets 2,623,834 3,100,568
Total 3,233,171,749 3,204,647,488
Profit Before Depreciation and Amortisation 2,588,474,423 2,686,395,355
Depreciation 632,940,415 490,912,402
Less: Withdrawal from Revaluation Reserve 83,705,865 37,507,165
549,234,550 453,405,237
Amortisation of Foreign Currency Monetory Item
Translation Difference Account 104,708,044 -
PROFIT BEFORE TAX 1,934,531,829 2,232,990,117
PROVISION FOR TAX
Current Tax (Including Rs. 1,92,95,631
relating to Prior Years) 369,795,631 520,882,000
Fringe Benefit Tax 16,022,367 11,487,969
Deferred Tax 90,000,000 199,461,679
475,817,998 731,831,648
PROFIT AFTER TAX FOR THE YEAR 1,458,713,831 1,501,158,469
Prior Period Adjustments (Net) (8,867,718) (15,635,586)
Profit of Kovalam Hotels Limited for the year 2006-07 - 14,321,961
PROFIT AFTER TAX 1,449,846,113 1,499,844,844
Balance of Profit brought forward 2,014,416,093 1,933,945,536
Loss of Kovalam Hotels Limited for the Pre -Amalgmation Period - (308,281,818)
3,464,262,206 3,125,508,562
Amount available for Appropriation 3,464,262,206 3,125,508,562
APPROPRIATIONS
Proposed Final Dividend on Equity shares 151,130,000 188,912,496
Corporate Dividend Tax 25,684,544 32,105,679
Transfer to General Reserve 110,000,000 890,074,294
Transfer to Debenture Redemption Reserve 300,000,000 -
Balance carried forward to Balance Sheet 2,877,447,663 2,014,416,093
3,464,262,207 3,125,508,562
Basic Earning per share of face value of Rs.2 each 3.84 3.97
Diluted Earning per share of face value of Rs.2 each 3.13 3.10
Notes to the Accounts K
& CFO
Madhu Nair
R. Venkatachalam
C.K. Kutty

SCHEDULES FORMING PART OF THE BALANCE SHEET

As at As at
Rupees Rupees
Schedule- A
SHARE CAPITAL
AUTHORISED:
60,00,00,000 (P.Y. Rs.60,00,00,000) Equity Shares of Rs.2 each 1,200,000,000 1,200,000,000
60,00,000 (P.Y. Rs.60,00,000)Redeemable Preference Shares of Rs 100 each 600,000,000 600,000,000
1,800,000,000 1,800,000,000
ISSUED, SUBSCRIBED AND PAID-UP:
Equity Shares
37,78,24,992 (P.Y. 37,78,24,992)
Equity shares of Rs. 2 each 755,649,984 755,649,984
Total 755,649,984 755,649,984
Schedule- B
RESERVES AND SURPLUS
CAPITAL REDEMPTION RESERVE:
Per last Balance Sheet 875,000,000 875,000,000
SECURITIES PREMIUM ACCOUNT :
Per last Balance Sheet 2,780,911,877 2,932,572,570
Add: Transfer on Amalgamation - 69,944,868
Add: Received during the year - 340,817,606
2,780,911,877 3,343,335,044
Less: Premium on redemption of debentures and
Issue expenses (net of tax credit) 256,344,934 562,423,167
2,524,566,943 2,780,911,877
DEBENTURE REDEMPTION RESERVE :
Transferred from Profit and Loss Account 300,000,000 -
REVALUATION RESERVE:
Less: Transferred to Profit and Loss Account 80,995,955 37,507,165
2,044,262,273
Add : During the Year 10,332,661,165
12,376,923,438 2,125,258,228
CAPITAL RESERVE:
Per last Balance Sheet 71,010,946 45,075
Add: Transferred on Amalgamation - 70,965,871
71,010,946 71,010,946
GENERAL RESERVE:
Add: Transfer from Profit and Loss Account 110,000,000 890,074,294
789,445,284 1,256,968,722
Less : Goodwill on Amalgamation ( Refer Note -2) 560,097,408
Less : Transferred from Foreign Exchange Monetory Item
Translation Difference Account 227,416,953
Additional provision for gratuity and
Leave Encashment - 17,426,030
562,028,331 679,445,284
PROFIT AND LOSS ACCOUNT: 2,877,447,663 2,014,416,093
LESS : FOREIGN CURRENCY MONETORY ITEM
TRANSLATION DIFFERENCE ACCOUNT -
Add : Incurred During the Year 1,047,080,438
Less: Transfer from Profit and Loss Account 104,708,044
942,372,394
Total 18,644,604,927 8,546,042,428


As at As at
Rupees Rupees
Schedule- C
LOAN FUNDS
(A) SECURED:
i. Debentures 1,500,000,000 -
ii. Term Loans
a. Financial Institutions
i. Foreign Currency Loans 2,126,947,624 1,469,269,241
ii Rupee Currency Loans 2,953,038,673 4,098,750,003
b. Banks
iii. Cash Credit from Banks 247,018,063 110,382,579
Total 18,186,251,794 12,911,172,400

Amount Repayable within One Year 1,863,900,000 1,302,800,000
(B) UNSECURED:
i. Short term Loan from Bank 100,000,000 250,000,000
ii. Inter corporate Deposit 150,000,000 -
iii. Foreign Currency Convertible Bonds 6,058,866,000 6,987,062,080
iv. Luxury Tax deferral scheme - 208,336,070
Total 6,308,866,000 7,445,398,150
Amount Repayable within One Year 250,000,000 250,000,000

Schedule - D FIXED ASSETS Rupees
54
ASSETS GROSS BLOCK AT COST OR VALUATION DEPRECIATION NET BLOCK
ADDITIONS
As at 1st During On account On account of Deductions As at 31st As at 1st For the On account Withdrawals Up to 31st As at 31st As at 31st
April 2008 the year of Foreign Revaluation during the March, April 2008 year of Foreign during the March, 2009 March, 2009 March, 2008
Currency year 2009 Currency year
Translation Translation
Difference Difference
Land (Freehold) 9,918,642,864 707,817,238 - 6,699,598,460 3,009,375 17,323,049,187 - - - - - 17,323,049,187 9,918,642,864
Land ( Leasehold ) 103,768,797 - - 3,633,062,704 - 3,736,831,502 4,484,530 424,729 - - 4,909,259 3,731,922,243 99,284,257
Buildings # 9,631,370,965 111,435,168 380,216,745 - - 10,123,022,877 889,016,848 160,348,834 16,985 - 1,049,382,655 9,073,640,222 8,742,354,129
Plant & Machinery & 3,931,357,679 324,510,366 296,401,472 - 12,228,030 4,540,041,486 1,499,650,233 241,999,120 54,226 7,843,008 1,733,860,583 2,806,180,903 2,431,707,435

Electrical Installation
Furniture & Fixtures 1,760,284,801 45,959,285 119,914,128 - 2,738,168 1,923,420,046 925,824,328 142,238,144 31,252 2,135,883 1,065,957,839 857,462,206 834,460,473
Vehicles & Motor Boats 185,819,007 105,798,312 63,423,081 - 9,212,741 345,827,658 44,872,831 21,256,387 16,940 2,240,810 63,905,350 281,922,309 140,946,176
Ship 342,310,900 - - - 342,310,900 66,553,797 - - 66,553,797 275,757,103 -
Total 25,531,244,113 1,637,831,268 859,955,426 10,332,661,164 27,188,315 38,334,503,656 3,363,848,769 632,821,011 119,404 12,219,701 3,984,569,483 34,349,934,173 22,167,395,344
Previous Year # # # 17,458,419,354 8,111,479,318 - - 38,654,559 25,531,244,113 2,787,673,748 591,268,537 - 15,093,516 3,363,848,769 22,167,395,344 -
Projects in Progress # # 4,057,737,006 4,374,003,998 913,614,342 - - 9,345,355,346 - - - - - 9,345,355,346 4,057,737,006
Previous Year # # # 1,925,476,546 2,132,260,460 - - - 4,057,737,006 - - - - - 4,057,737,006 -
Grand Total 29,588,981,119 6,011,835,266 1,773,569,768 10,332,661,164 27,188,315 47,679,859,002 3,363,848,769 632,821,011 119,404 12,219,701 3,984,569,483 43,695,289,519 26,225,132,350
Previous Year # # # 19,383,895,900 10,243,739,778 - - 38,654,559 29,588,981,119 2,787,673,748 591,268,537 - 15,093,516 3,363,848,769 26,225,132,350 -
# Includes cost of 76 shares of Rs. 10/- each in Co-Operative Housing Society.
## Addition is net of Capitalisation during the year.
### Includes addition in gross block Rs. 936,628,342/- & addition to depreciation provision Rs. 1,003,356,135/- on account of amalgamation of Kovalam Hotels Ltd.

As at As at
Rupees Rupees
Schedule- E
INVESTMENTS ( UNQUOTED) AT COST
TRADE INVESTMENT
1. Investment in Subsidiary Companies
a Iskon Estate Private Limited
10,00,000 ( Previous year Nil ) fully paid up Equity Shares
of Rs.10 each 460,416,884 -
b Amin Group Hotel Limited
6,120 ( Previous year 6,120 ) fully paid up Equity Shares
of Rs.100 each 612,000 612,000
c Leela Hotels & Palaces Limited 500,000 500,000
50,000 ( Previous year 50000 ) fully paid up
Equity Shares of Rs.10 Each
d. Leela Hotels & Palaces (Bangalore) Private Limited - 100,000
e. Leela Hotels & Palaces (Chennai) Private Limited - 100,000
f. Leela Hotels & Palaces (Pune) Private Limited - 100,000
g. Leela Hotels & Palaces (Hyderabad) Private Limited - 100,000
h. Leela Hotels & Palaces (Delhi) Private Limited - 100,000
i Leela Hotels & Palaces (Udaipur) Private Limited - 100,000
j. Leela Hotels & Palaces (Goa) Private Limited - 100,000
k Leela Hotels & Palaces (Kovalam) Private Limited - 100,000
Nil (previous year 10,000 equity shares of Rs. 10 each fully
paid up are held in Companies referred in d to k above)
461,528,884 1,912,000
2. Others
The Greater Bombay Co-operative Bank Limited
10 ( Previous year 10) Equity shares of Rs.25 each 250 250
OTHER INVESTMENTS
National Savings Certificates - 145,000
Indira Vikas Patra 840,285 760,285
Total 462,369,419 2,817,535


As at As at
Rupees Rupees
Schedule- F
CURRENT ASSETS, LOANS AND ADVANCES
CURRENT ASSETS
Inventories (at lower of cost or net realisable
value as certified by the Management)
Stores and Operating supplies 343,984,616 319,656,102
Food and Beverage 75,650,720 67,019,887
419,635,336 386,675,989
Sundry Debtors - ( Unsecured , Considered good except
to the extent specifically provided)
Outstanding for more than six months
- Considered Good 36,250,693 26,765,760
- Doubtful 23,663,237 18,945,000
59,913,930 45,710,760
Others 278,848,387 359,530,001
338,762,317 405,240,761
Less: Provision for Doubtful Debts (outstanding for 23,663,237 18,945,000
more than six months) 315,099,080 386,295,761
Cash and Bank Balances
Cash on hand 4,249,323 6,262,652
Cheques on hand 143,906 448,070
Balances with Scheduled Banks
Current Accounts 195,727,421 76,651,473
Deposit Accounts* 103,825,755 2,872,468,924
*Includes Rs. 61,778,473 (Previous year Rs Nil)
held as collateral for derivative transactions
303,946,405 2,955,831,119
LOANS AND ADVANCES

(Unsecured - Considered Good unless otherwise stated)
Advances recoverable in cash or in kind or for
value to be received 2,191,087,345 2,030,222,838
Advance Income Tax ( Net of Provision) - 39,735,581
Deposits with Public Bodies and others 652,886,794 604,613,294
Advance to Subsidiary Companies 79,427,610 1,987,412
2,923,401,749 2,676,559,125
To t a l 3,962,082,570 6,405,361,994

As at As at
Rupees Rupees Rupees Rupees
Schedule- G
CURRENT LIABILITIES
AND PROVISIONS
CURRENT LIABILITIES
Acceptances 21,707,581 27,535,001
Sundry Creditors*
For Operation 275,950,767 213,075,705
For Project 427,790,210 62,012,858
703,740,977 275,088,563
Unclaimed
-Dividend 5,074,377 3,211,250
-Debenture Interest 305,713 577,377
-Debenture Redemption 2,254,519 2,320,176
7,634,609 6,108,802
Taxes and Levies 103,061,378 86,998,367
Retention Money 104,460,748 55,133,194
Other Liabilities 571,150,353 291,596,298
Advance Received 71,125,820 92,966,896
Trade Deposits 59,003,735 63,321,477
Interest accrued but not due 71,135,244 34,132,233
1,713,020,445 932,880,832
PROVISIONS:
Proposed Dividend ( Including Corporate Dividend Tax ) 176,814,544 221,018,175
Taxation (net of advance tax) 49,474,134 -
Fringe benefit tax (net of advance) 1,022,367 97,367
Premium on Redemption of Bonds 1,102,033,464 728,081,684
Derivatives 81,500,000 78,500,000
Leave Encashment & Gratuity 96,879,433 100,846,443
Total 3,220,744,387 2,061,424,501
* Dues to Micro, Small & Medium Enterprises 3,266,859 –
Dues to other creditors 700,474,118 275,088,563
SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT
Year ended Year ended
Rupees Rupees
Schedule - H
SALES/SERVICES RENDERED AND OTHER INCOME
SALES/SERVICES RENDERED:
Rooms & Galleria Rentals 2,991,236,302 3,476,185,709
Food and Beverages 1,175,447,379 1,301,090,245
Other Services 355,665,320 368,479,692
(Tax deducted at source Rs 8,48,85,688
previous year Rs 6,98,89,021 ) 4,522,349,001 5,145,755,646
OTHER INCOME
Interest from banks (Tax deducted at source Rs. 19,76,806 74,107,104 187,332,811
previous year Rs. 15,98,636)
Interest from others 415,974,699 461,510,703
(Tax deducted at source Rs. Nil
previous year 26,37,960)
Income from exchange fluctuation 87,034,002 40,545,035
Discount on Buyback of Bonds 646,368,529 –
Miscellaneous Income 75,812,837 55,898,647
1,299,297,171 745,287,196
Total 5,821,646,172 5,891,042,842

SCHEDULES FORMING PART OF THE PROFIT AND LOSS ACCOUNT
For the Year ended For the Year ended
Rupees Rupees
Schedule - I
OPERATING, ADMINISTRATIVE AND OTHER EXPENSES
1 . OPERATING EXPENSES:
(a) Food and Beverages consumed
Opening Stock 67,019,887 55,920,948
Add: Purchases 284,618,710 334,808,198
351,638,597 390,729,146
Less: Closing Stock 63,284,132 67,019,887
288,354,465 323,709,259
(b) Payments to and Provisions for employees
Salaries, Wages and Bonus 726,939,850 656,100,347
Contribution to Provident and other funds 44,590,183 41,448,307
Workmen and Staff Welfare Expenses 112,272,949 117,014,998
883,802,982 814,563,652
(c) Other Operating Expenses
Stores and Supplies including Linen 202,327,690 220,734,134
Power, Fuel and Water 446,852,125 413,985,016
Repairs:
Building 41,013,572 48,045,588
Machinery 62,132,983 56,934,238
Others 74,324,437 53,740,247
Music, Banquets and Restaurants 48,166,960 56,142,423
874,817,767 849,581,647
2. ADMINISTRATIVE AND OTHER EXPENSES:
Rent 115,364,017 108,451,185
Rates and Taxes 99,562,362 77,338,225
Insurance 14,951,992 14,676,781
Travelling and Conveyance 76,224,129 52,802,956
Guest Transport 45,789,084 47,465,166
Communication Expenses 48,688,090 46,043,890
Advertising and Publicity 151,750,168 120,091,593
Printing and Stationery 34,424,212 33,330,655
Licence fee , Reservation fee, etc. 53,117,606 85,508,342
Legal and Professional Fees 107,669,979 75,108,412
Lease Charges 51,426,935 60,676,180
Donation 1,891,053 618,075
Horticulture and Beautification 7,593,697 5,924,878
Membership and Subscription 21,860,092 10,787,739
Bank Charges 4,711,044 13,538,242
Director’s Remuneration 32,892,000 23,582,000
Commission to Directors 31,000,000 54,000,000
Directors’ Sitting Fees 2,040,000 2,061,000
Auditor’s Remuneration 2,797,419 2,622,916
Brokerage & Commission 552,171 1,132,196
Provision for Doubtful Debts 4,718,237 9,853,025
Loss on Investment 800,000 -
Miscellaneous 6,468,590 12,476,579
916,292,877 858,090,035
Total 2,963,268,091 2,845,944,592

Rupees Rupees
Schedule - J
FINANCIAL CHARGES
Interest on Fixed Loans 211,706,156 310,652,043
Interest on Other Loans 26,207,910 24,267,131
Derivative Losses(net) 29,365,758 20,683,154
Total 267,279,824 355,602,328

SCHEDULES AND NOTES FORMING PART OF THE ACCOUNTS

FOR THE YEAR ENDED 31 ST MARCH 2009
Schedule – K
NOTES TO ACCOUNTS
1) Significant Accounting Policies:
a) Convention:
The financial statements are prepared under the historical cost convention in accordance with the
applicable Accounting Standards and the provisions of the Companies Act, 1956.
b) Use of Estimates:
The preparation of financial statement requires the management of the Company to make estimates
and assumptions that affect the reported balances of assets and liabilities and disclosures relating
to the contingent liabilities as at the date of the financial statements and the reported amount of
income and expenses during the year. Examples of such estimates include provisions for doubtful
debts, employee benefits, provision for income taxes, useful life of depreciable fixed assets and
provision for impairment.
c) Fixed Assets:
Fixed assets are stated at cost (or valuation as applicable) less depreciation. Cost includes
expenses incidental to the installation of the assets and attributable borrowing costs. Cost also
includes exchange differences arising on reporting of long term foreign currency monetary items
at rates different from those at which they were initially recorded during the period, or reported in
previous financial statements, insofar as they relate to acquisition of a depreciable capital asset.
Valuation of freehold land and leasehold rights on properties situated at Mumbai, Bangalore, Goa
and Kovalam was carried out during the year under review. All the fixed assets of Goa were
initially revalued in the year 2001 and that of Mumbai in the year 2004. Valuation is carried out
in all the cases by a professional valuer, the basis of valuation being realizable value as
determined by the valuer.
Revalued fixed assets are stated based on the revaluation and all other fixed assets are stated
at cost.
Additions on account of valuation are credited to Revaluation Reserve.
d) Depreciation:
Depreciation on fixed assets has been provided on straight-line method at rates specified in
Schedule XIV to the Companies Act, 1956 except for ship added during the year which will be
depreciated in three years from the date on which the same was put into use. Depreciation on
additions / deletions during the year has been provided for on pro-rata basis. Assets purchased /
installed during the year costing less than Rs.5,000/- each are fully depreciated. Revaluation
Reserve is withdrawn to the extent of incremental depreciation on account of revaluation.
e) Investments:
Long-term investments are carried at cost.
f) Inventories:
Inventories are valued at lower of cost (weighted average basis) or net realizable value.
g) Employee benefit:
i) Post-employment benefit plans
Contribution to defined contributory retirement benefit schemes are recognised as an expense
when employees have rendered services entitling them to contributions.


For defined benefit schemes, the cost of providing benefits is determined using the Project
Unit Credit Method, with actuarial valuation being carried out at each Balance Sheet Date.
Actuarial gains and losses are recognized in full in the profit and loss account for the period
in which they occur. Past service cost is recognized immediately to the extent that the
benefits are already vested, and otherwise it is amortized on straight-line basis over the
average period until the benefits become eligible for being vested.
ii) Short –term employee benefits
The undiscounted amount of short term employee benefits are expected to be paid in exchange
for the services rendered by employees is recognised during the period when the employee
renders the service. These benefits include compensated absences such as paid annual
leave and performance incentive.
iii) Long- term employee benefits
Compensated absences which are not expected to occur within twelve months after the end
of the period in which the employee renders the related services are recognized as a liability
at the present value of the defined benefit obligation at the Balance Sheet date.
h) Sales and Services:
Sales comprise sale of rooms, food and beverages, Galleria Rentals and allied services relating to
hotel operations, including income from management and operating fees and income from sale of
electricity.
i) Borrowing Costs:
Borrowing costs that are directly attributable to the acquisition and construction of qualifying
assets are capitalised. A qualifying asset is an asset that necessarily takes substantial period of
time to get ready for its intended use. Other borrowing costs are recognized as an expense in the
period in which they are incurred.
j) Taxation:
(i) Provision for current taxation has been made in accordance with the Income Tax laws
applicable to the assessment year.
(ii) Wealth Tax for the year has been provided as required under the Wealth Tax Act and Rules,
1957.
iii) Deferred tax is recognized on timing difference that is being the difference between taxable
income and accounting income that originates in one period and is capable of reversal in
one or more subsequent periods. Where there is unabsorbed depreciation, or carry forward
losses, deferred tax assets are recognised only if there is virtual certainty of realization of
such assets.
k) Impairment of assets
The carrying amounts of assets are reviewed at each balance sheet date to ascertain if there is any
indication of impairment of the carrying amount of the Company’s assets. If any indication exists,
the recoverable amount of such assets is estimated. An impairment loss is recognized wherever
the carrying amount of the assets exceeds its recoverable amount. The recoverable amount is
greater of the net selling price or value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value, based on an appropriate discounting factor.
After impairment, depreciation is provided on the revised carrying amount of the assets over its
remaining useful life. A previously recognized impairment loss is increased or reversed depending
on changes in circumstances. However, the carrying value after reversal is not increased beyond
the carrying value that would have prevailed by charging usual depreciation if there was no
impairment.


l) Foreign Currency Transaction:
(i) Foreign currency transactions are recorded at the rates of exchange prevailing on the date
of the transactions.
(ii) In line with option given in the Ministry of Corporate Affairs Notification No G.S.R.225
(E) dated 31st March 2009, the exchange differences arising on reporting of long term
foreign currency monetary items at rates different from those at which they were initially
recorded during the period, or reported in previous financial statements, insofar as they
relate to acquisition of a depreciable capital asset, is added to or deducted from the cost of
the asset and will be depreciated over the balance life of the asset, and in other cases is
accumulated in ‘Foreign Currency Monetary Item Translation Difference Account’ in the
Company’s financial statements and amortized over the balance period of such long-term
asset/liability but not beyond 31st March 2011, by recognition as income or expense in each
such of the periods.
(iii) All other monetary assets and liabilities in foreign currency as at Balance Sheet date
are translated at rates prevailing at the year-end and the resultant net gains or losses are
recognized as incomes or expenses in the year in which they arise.
(iv) Premium /discount on forward exchange contracts , which are not intended for trading
or speculation purposes, are amortised over the period of contract.
m) Assets taken on lease:
a. In respect of finance lease operations, prior to April 1, 2001, lease rents paid are charged
to the Profit and Loss Account in accordance with the terms of the lease agreements.
b. In respect of operating lease transactions, the assets are not capitalized in the books of the
Company and lease payments are charged to the profit and loss account.
n) Accounting for Provisions, Contingent Liabilities and Contingent Assets:
A provision is recognised when the Company has a present obligation as a result of past
event and it is probable that an outflow of resources will be required to settle the
obligation, in respect of which a reliable estimate can be made. Provisions are not
discounted to present value and are determined as best estimates required to settle the
obligation at the Balance Sheet date.
Contingent liability is disclosed in case of :
a) A present obiligation arising from past event, when it is not probable that an outflow of
resources will be required to settle that obligation.
b) a persent obligation when no reliable estimate is possible: and
c) a possible obligation is arising from past events where the possibility of outflow of resources
is remote.
Contingent Assets are not recognized in the financial statements.
2) Foreign Currency Convertible Bonds

(a) The Company had allotted 1% Foreign Currency Convertible Bonds (Euro Bonds), of Euro 60
Million on 15th September, 2005 having maturity of 5 years and 1 day , convertible at any time
up to 31st August, 2010 into equity shares of Rs.2 each at a conversion price of Rs.46.65
(previous year Rs.47.31), with a fixed rate of exchange on conversion of Rs.54.33 for one Euro.
These bonds are listed on the Singapore Exchange Securities Trading Ltd., Singapore.
(b) Up to 31st March 2009, holders of 8600 Euro Bonds (previous year 8600 Euro Bonds) with
aggregate face value of Euro 8.60 million have exercised their right and converted their holding
into equity shares, resulting in the allotment of 93,12,522 Equity Shares (previous year
93,12 ,522 Equity Shares)
(c) During the financial year ended 31st March 2009, the Company has repurchased 12,200 Euro
Bonds with a face value of Euro 12.20 million at a discount. The repurchased Euro Bonds are
extinguished. The pro-rata premium provided on the repurchased Euro Bonds is credited (net
of tax ) to Security Premium Account.
(d) The remaining Euro 39.20 million Euro Bonds, unless converted, redeemed or repurchased and


cancelled, will be redeemed on 16th September 2010 at 125.50% of the principal amount. The
pro-rata premium payable on redemption (net of tax credits) is charged to Security Premium
Account.
(e) The Company has allotted Zero Interest Foreign Currency Convertible Bonds (USD Bonds), of
US $ 100 million on 24th April 2007 having maturity of 5 years and 1 day, convertible at any
time up to 18th April 2012 into equity shares of Rs.2 each at a conversion price of Rs.72
(previous year Rs.72) with a fixed rate of exchange on conversion of Rs.41.945 for one US $.
(f) Up to 31st March 2009, holders of these Bonds have not exercised their right to convert their
holding into equity shares.
(g) During the financial year ended 31st March 2009, the Company has repurchased 330 Zero
Coupon USD Bonds with a face value of US $ 33.00 million at a discount. The repurchased USD
Bonds have been extinguished. The pro-rata premium provided on the repurchased FCCBs has
been credited (net of tax) to the Security Premium Account.
(h) The remaining US $ 67.00 Million USD Bonds, unless converted, redeemed or repurchased and
cancelled, will be redeemed on 25h April 2012 at 146.61% of the principal amount. The pro-rata
premium payable on redemption (net of tax credits) is charged to Security Premium Account.
3) Secured Loans:
a) Redeemable Non-Convertible Debentures:
i) The Company has issued on 19th December 2008, 12.5% Secured Redeemable Non-
Convertible Debentures of Rs.10,00,000/- each aggregating Rs. 90.00 crores redeemable
at par on 18th December 2013.
ii) The Company has issued on 30th December 2008, 13% Secured Redeemable Non Debentures
Convertible of Rs.10,00,000/- each aggregating Rs.60.00 crores redeemable at par on 30th
December 2013.
iii) Debenture Redemption Reserve is created in accordance with applicable laws and
guidelines.
iv) For both the above issues, documentation relating to creation of security is under process.
b) Term Loans:
i) Term loan of Rs.165.17 crores from the Infrastructure Development Finance Company
Limited is secured by a pari passu charge on the fixed assets of The Leela Palace Kempinski,
Bangalore and securitized against certain credit card receivables.
ii) Out of Foreign Currency Loan of Rs.212.69 crores and Rupee Term Loan of Rs.100.14
crores from EXIM Bank, an amount of Rs. 165.58 crores is secured by a pari passu charge
on the immovable properties of The Leela Kempinski Mumbai and Rs.147.25 crores is
secured by a pari passu charge on the fixed assets of the Udaipur property.
iii) Term Loan of Rs.12.49 crores from The Jammu & Kashmir Bank Limited is secured by a pari
passu charge on the immovable properties, both present and future, of the new club suites at
The Leela Goa.
iv) Term loans of Rs.12.31 Crores from Bank of India, Rs.14.10 crores form Union Bank of
India and Rs.20.10 crores from Oriental Bank of Commerce are secured by a pari passu
charge on the fixed assets, both present and future, of The Leela Goa (excluding the club
suites) and term loans from Bank of India and Union Bank of India are securitized against
the credit card receivables of The Leela Kempinski, Mumbai.
v) Term loans of Rs.7.53 crores from Bank of Baroda is secured by a pari passu charge on the
immovable properties of The Leela Kempinski Mumbai and securitized against credit card
receivables of The Leela Kempinski, Mumbai.


vi) Foreign Currency Loans of Rs.127.38 crores from State Bank of Mysore, Rs.61.06
crores from State Bank of Saurashtra, Rs. 62.13 crores from State Bank of Indore,
Rs.62.29 crores from State Bank of Travancore and Rupee Term Loan Rs.140 crores from
Bank of India, Rs.20.00 crores from State Bank of Mysore, Rs.14.70 crores from State
Bank of Travancore, Rs.50.00 crores from State Bank of Bikaner and Jaipur, Rs.32.00
crores from State Bank of Patiala and Rs.45.00 crores from State Bank of Hyderabad are
secured by first charge on the fixed assets, both present and future, of Delhi and Chennai
properties.
vii) Out of the Foreign Currency Loans aggregating Rs.306.73 crores and Rupee Term Loan of
Rs.80.00 crores from State Bank of India, a sum of Rs.99.41 crores is secured by pari passu
suites at The Leela Goa) and Rs287.32 crores by first charge on the fixed assets, both
present and future of Delhi and Chennai properties.
viii) Term loan of Rs.25.00 crores from Federal Bank is secured by first charge on the fixed
assets, both present and future, of Delhi and Chennai properties.
ix) Term loan of Rs.6.28 crores from HDFC Bank Limited is secured by hypothecation of
certain vehicles.
x) Term loan of Rs.30 crores from the Housing Development Finance Corporation Limited is
secured against a pari passu charge on the immovable properties of The Leela Palace
Kempinski, Bangalore.
xi) Term loans of Rs.20.40 crores from Bank of India, Rs.10.48 crores from Union Bank of
India and Foreign Currency Loan of Rs.5.96 crores from Union Bank of India are secured
by a pari passu charge on the fixed assets of The Leela Kempinski, Kovalam.
c) Cash Credit:
Cash Credit and other Working Capital facilities from a consortium of banks are secured by
hypothecation of Company’s inventories of stores and provisions, other stocks including inventories
in transit, and book debts (except the credit card receivables), both present and future, and
secured by a pari passu second charge on the Fixed Assets of The Leela Goa (excluding the club
suites).
4) Deferred Tax:
a) The Company has accounted for deferred tax in accordance with Accounting Standard 22
‘Accounting for Taxes on Income’ issued by the Institute of Chartered Accountants of India. The
deferred tax Liability comprises following components:
(Rs. in crores)
Particulars 2008-09 2007-08

Deferred Tax Liabilities:
Depreciation differences 109.44 96.97
To t a l 109.44 96.97
Deferred Tax Assets:
Employee Benefits 3.29 3.65
Provision for doubtful debts 0.80 0.65
Others 4.99 1.31
To t a l 9.08 5.61
Net Deferred Tax liability 100.36 91.36


5) Fixed Assets:
a) Land (Leasehold) includes Development expenses, stamp duty and other direct charges
b) Projects in progress:
(i) Projects-in-progress includes Rs.117.60 crores, (previous year Rs.74.38 crores) incurred
in setting up an independent tower at Mumbai adjacent to the existing hotel, held up on
account of disputes with the Airports Authority of India (AAI) which includes Rs.47.80
crores of royalty and interest payable till 30th June 2007 in terms of Award passed by the
Sole Arbitrator on 17th May 2008.
(ii) Computation of Royalty as Minimum Guaranteed amount payable to AAI subsequent to the
above mentioned Award is referred to Arbitration, pending its determination, no provision is
made in the accounts.
(iii) The Company is confident of settling the dispute and completing the project.
c) Addition to Fixed Assets/ Projects-in-progress includes, capitalization of borrowing cost amounting

to Rs.117.04 crores (previous year Rs.76.19 crores).
6) Contingent Liabilities not provided for:

a) Estimated amount of contracts remaining to be executed on capital account Rs.240.68 crores
(previous year Rs.225.20 crores).
b) Claims against the Company not acknowledged as debts Rs.19.11crores (previous year Rs.14.73
crores).
c) Disputed Statutory Liabilities not provided for Rs.1.32 crores (previous year Rs.8.58 crores).
d) Letter of Credit open and outstanding Rs.14.91 crores (previous year Rs.4.06 crores).
e) Counter guarantee given to banks in respect of guarantees given by them on behalf of the
Company Rs.0.92 crores (previous year Rs.1.24 crores)
f) The Company has made provision for leave salary on actuarial valuation basis. This being retirement
benefit, an obligation to pay this amount might arise at the time of resignation / superannuation of
the employees. The breakup of the same is as under:
(Rs. in crores)
Nature of The Carrying Additional Amounts Unused amounts The carrying

Obligation amount at the provisions incurred and reversed during amount at the
beginning of made during charged against the period end of the period
the period the year the provision
during the period
Leave Salary 3.84 2.20 0.56 0.20 5.28


7) The information required to be disclosed under the Micro, Small and Medium Enterprises Development
Act, 2006 has been determined to the extent such parties had been identified on the basis of information
available with the Company in this regard.
(Rs. in crore)
Principal Interest Principal Interest
Principal amount and the interest due thereon
remaining unpaid to any supplier as at the end
of each accounting year; 0.33 Nil Nil Nil
(Rs. in crore)
The amount of interest paid by the buyer in
terms of Section 16 of the Micro, Small and
Medium Enterprises Development Act, 2006,
along with the amount of the payment made to
the supplier beyond the appointed day during
each accounting year; Nil Nil Nil Nil
The amount of interest due and payable for the
period of delay in making payment (which have
been paid but beyond the appointed day during
the year) but without adding the interest
specified under the Micro, Small and Medium
Enterprises Development Act, 2006; Nil Nil Nil Nil
The amount of interest accrued and remaining
unpaid at the end of each accounting year; Nil Nil Nil Nil
The amount of further interest remaining due
and payable even in the succeeding years, until
such date when the interest dues as above are
actually paid to the small enterprise, for the
purpose of disallowance as a deductible
expenditure under section 23 of the Micro,
Small and Medium Enterprises Development
Act, 2006. Nil Nil Nil Nil
8) In view of announcement made by the Institute of Chartered Accountants of India, as a matter of

prudence, the Company has provided an additional amount of Rs.0.30 crores in the profit and loss
account (previous year Rs.7.85 crores) towards probable losses in respect of outstanding derivative
contracts .
9) The method of computation adopted by the Company relating to the interest claims from HUDCO was
upheld by The Execution Court, Delhi. The appeal filed by HUDCO contesting the same before the
Divisional Bench of Delhi High Court is pending. The Company has during the year under review
recognised interest income of Rs.41.16 crores (previous year Rs.46.15 crores) from HUDCO. The
disputed interest recognised by the Company till 31st March 2009 amounted to Rs.151.46 crores.
(Previous year Rs. 110.30 crores).
10) The special leave petition filed by the Company before the Supreme Court of India against the
judgment of the Bombay High Court setting aside the Award passed by the Sole Arbitrator in favour
of the Company in respect of the Royalty payable to the Airport Authority of India under the lease
for 18000 sq. mtrs has been admitted. Based on the expert advice, the Company is confident of
succeeding in the matter and no provision is made for the disputed royalty amounting to Rs.30.51
crores and interest thereon.


11) Land and Buildings includes land measuring 4.1330 hectares and building known as Kovalam Palace
and other structures. The possession of the Palace Building is presently with the Government of
Kerala. The Government of Kerala has passed an enactment called The Kovalam Palace (Taking Over
by Resumption) Act, 2005. The legality of the said Act is challenged by the Company before the Kerala
High Court, which is pending disposal. No provision has been made in the accounts, for the value of
such land and building as the same is not separately ascertainable and also as per the Act, the
Company is entitled to get compensation for improvements based on the report of Commissioner
specially to be appointed for this purpose.
12) Sales and Services are stated net of discount and commission amounting to Rs. 17.82 crores (previous
years Rs.21.83 crores).
13) In terms of the option given in the Ministry of Corporate Affairs Notification No G.S.R.225 (E) dated
31st March 2009, differences arising on reporting of long term foreign currency monetary items at rates
different from those at which they were initially recorded during the period have been accounted as
under:
(a) Rs.22.74 crores exchange gain recognised during the financial year ending 31st March 2008 is
debited to general reserve account and credited to respective fixed asset account.
(b) Rs. 177.36 crores of exchange variations of the year under review relating to depreciable assets
are debited to respective fixed assets/ Projects-in-progress account.
(c) Rs.115.91 crores of the exchange variations of the year under review relating to items other than
non depreciable assets are debited to ‘Foreign Currency Monetary Item Translation Difference
Account’ and Rs.11.20 crores of the exchange variation for the Financial Year 2007-08 relating
to items other than non depreciable assets are credited to ‘Foreign Currency Monetary Item
Translation Difference Account’. Out of the net debit balance of Rs.104.71 crores as on
31st March 2009, Rs.10.47 crores have been amortised during the year under review and the
balance amount will be amortised before 31st March 2011.
14) The Company adopted Accounting Standard 15 “Employee Benefits (AS-15)” effective from April 1,
2007. Consequent upon the change in accounting policy and in accordance with the transitional
provisions of the Accounting Standard, an amount of Rs.Nil (Previous Year Rs.1.74 crores) towards
additional provisions till 1st April 2007 (net of deferred tax) was adjusted against General Reserve.
Retirement benefit plans:
a ) Defined contribution plans
The Company makes Provident Fund contribution to defined contribution retirement benefit plans
for eligible employees. Under the schemes, the Company is required to contribute a specified
percentage of the payroll costs to fund the benefits. The Company recognised Rs.2.88 crores
(previous year Rs.2.44 crores) for provident fund contributions in the profit and loss account. The
contributions payable to these plans by the Company are at rates specified in the rules of the
respective scheme.
b) Defined benefit plans
The Company makes annual contributions to the Employees’ Group Gratuity-cum-Life Assurance
Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for eligible
employees. The scheme provides for lump sum payment to eligible employees at retirement, death
while in employment or on termination of employment, an amount equivalent to 15 days salary
payable for each completed year of service or part thereof in excess of six months. Eligibility
occurs upon completion of five years of service.
The present value of the defined benefit obligation and current service cost were measured using
the Projected Unit Credit Method, with actuarial valuations being carried out at each balance
sheet date.


The following table sets out the funded status of the gratuity plan and the amounts recognised in the Company’s
financial statements as at March 31, 2009:
(Rs. in crores)
As at As at
March 31, 2009 March 31, 2008
i) Change in benefit obligations:

Projected benefit obligation at the beginning of the year 10.04 6.59
Service Cost 0.88 0.69
Interest cost 0.85 0.59
Actuarial (gain)/loss -2.02 2.69
Benefits paid -0.33 -0.51
Projected benefit obligation
at the end of the year 9.42 10.04
ii) Change in plan assets:
Fair value of plan assets at the beginning of the year 4.87 4.39
Expected return on plan assets 0.42 0.34
Employer’s contributions 0.03 0.59
Actuarial gain 0.02 0.06
Fair value of plan assets at the end of the year 5.01 4.87
Excess of (obligation over plan assets) / plan
assets over obligation -4.41 -5.17
(Accrued liability) / Prepaid benefit -4.41 -5.17
iii) Net Gratuity and other cost for the year
ended March 31, 2009:
Service cost 0.89 0.69
Interest on defined benefit obligation 0.85 0.59
Expected return on plan assets -0.42 -0.34
Net actuarial gain recognised in the year -2.04 2.63
Net gratuity and other cost -0.72 3.57
Actual Return on Plan Assets 0.44 0.39
iv) Category of Assets as at March 31, 2009:
Insurer Managed Funds 5.01 4.87
Others Nil Nil
Total 5.01 4.87
v) Assumption used in accounting for the gratuity plan: % %
Discount Rate (p.a.) 8.00% 8.00%
Salary escalation rate (p.a.) * 7% for first 15% for first
year, 10% for 4 years, 10%
next 5 years, for next 5 years,
& 7% thereafter. & 7% thereafter.
Expected rate of return on plan assets (p.a.) 7.50% 7.50%
The expected return on plan assets determined consulting several applicable factors mainly the compensation
of the plan assets held, assesses risks of asset management, historical results of the return on plan assets and
the Company’s policy for plan asset management.
* Change in the estimate relating to salary escalation resulted in less provision of Rs.2.02 crores towards
gratuity and Rs.0.98 crores towards leave salary during the year under review compared the provisions
made during the previous year.
15) Amalgamation of Kovalam Hotels Limited:

Kovalam Hotels Limited (KHL), a subsidiary of the Company, has been amalgamated with the Company
as per the Scheme of Arrangement sanctioned by the Honourable High Court of Judicature of Mumbai

vide its order dated 2nd November 2007. The Scheme has become effective on 4th December 2007, the
appointed date of the Scheme being 1st April 2006. The amalgamation is accounted under pooling of
interest method. As the accounts of the Company for the financial year ended 31st March 2007 has been
adopted by the shareholders before the Scheme became effective, the net profit of KHL for the financial
year 2006-07 amounting to Rs.1.43 crores has been considered as an extraordinary item during financial
year 2007-08.
16) Auditors’ Remuneration:
(Rs. in crores)
SR. No. Particulars 2008-09 2007-08

i) Audit Fees 0.25 0.23
ii) Tax Audit Fees 0.03 0.02
iii) Reimbursement of out of pocket expenses 0.01 0.01
To t a l 0.29 0.26
In addition to the above, Rs. Nil (previous year Rs.0.10 crore) was paid to the auditors towards
professional charges rendered in connection with issue of Foreign Currency Convertible Bonds in the
previous year.
The remuneration disclosed above excludes fees of Rs.0.01crores (previous year Rs. Nil) for other
professional services rendered by firm of accountants in which some partners of the firm of statutory
auditors are partners.
17) The equity shares allotted on exercise of option to convert FCCBs would rank pari passu with the
existing shareholders and consequently will be eligible to all rights and entitlements prospectively.
Accordingly the proposed Dividend, recommended by the Directors and provided for, stands enhanced in
favour of conversion effected since the close of the year to date, if any. However, as the Company is
unable to estimate further conversion up to the record date set for determining the said liability i.e.
(beginning of the conversion closure period), any further amounts required to be distributed as Dividend
will be adjusted against the balance in the profit and loss account carried forward to the subsequent
financial year.
18) Managerial Remuneration Rs.6.39 crores (previous year Rs.7.76 crores) includes Rs.3.10 crores
(previous year Rs.5.40 crores) being commission payable to Managing and Joint Managing Director and
Non Executive Directors.
Computation of Net Profit and Commission Payable:
(Rs. in crores)
PARTICULARS 2008-09 2007-08
Net Profit after charging depreciation and before
tax as per Profit & Loss Account 192.57 221.75
Add : Directors remuneration and Commission 6.39 7.76
Sitting Fees 0.20 0.21
Loss On Sale of Assets 0.26 0.31
Loss on Sale of Investment 0.08
199.97 231.02
Less :
Profit on Exchange Fluctuation 8.70 3.16
Profit on FCCB Buyback 64.64 -
73.34 3.16
Total 126.63 227.86
Commission to two whole time Directors (1% each) 2.53 4.56
Restricted to 2.00 4.00
Commission to Non Executive Directors ( Total 1% ) 1.26 2.28
Restricted to 1.10 1.40

19) Additional Information pursuant to the provisions of paragraphs 3, 4C and 4D of Part II of Schedule VI
to the Companies Act, 1956 :
(a) The Company has obtained exemption from giving quantitative details in compliance with Para
3(i)(a) of Part II, Schedule VI to the Companies Act, 1956 for a period of three years with effect
from financial year 2007-08, vide order no. 46/74/2008-CL-III dated May 23, 2008 from the
Department of Company Affairs, Ministry of Finance and Company Affairs, Government of India.
(Rs. in crores)
(b) CIF Value of Imports

1) Raw Materials 1.21 3.00
2) Stores, Supplies and Spares 5.39 5.51
3) Capital Goods 56.76 28.03
(c) Earnings in Foreign Exchange 286.75 329.41
(d) Expenditure in Foreign Currencies

(on Payment basis)
1) Royalty 0.61 2.26
2) FCCB Issue Expenses - 5.24
3) Interest on FCCB 3.25 3.25
4) Project Expenditure 17.83 –
5) Advertisement & Publishity 11.93 –
6) Others 2.54 4.16
To t a l 36.16 14.91
(e) Value of Raw materialConsumed
Rs.in % of Rs.in % of
crores Consumption crores Consumption
Imported 1.21 4% 3.00 9%
Indigenous 27.63 96% 29.37 91%
To t a l 28.84 100% 32.37 100%
f) Amount remitted in Foreign Currency on account of Dividends to Non –Resident

shareholders:
Current Year Previous Year
Number of Shareholders 179 183

Number of Equity Shares on which Dividend was paid 4,277,105 3,692,355
Year to which the Dividend related ( Interim & Final ) 2007-08 2006-07
Amount remitted in Rs. 2,138,533 613,853*
* represents only final dividend paid during the year.
20) Rs.0.22 crores (previous year Rs. Nil) salary payable to relatives of key managerial persons is subject
to approval of shareholders under section 314 of The Companies Act, 1956.


21) Cash at Bank in current account includes Rs 14.46 crores (Previous Year Rs Nil) with Barclays Bank,
Maximum amount held in that account during the year under review was Rs 108.80 crores (Previous
Year Nil).
22) Related parties disclosures:
1. Relationships during the year:
( a ) Subsidiaries:
Amin Group Hotel Limited
Iskon Estates Private Limited (with effect from 10th January 2009)
Leela Hotels & Palaces Limited
The Registrar of Companies, Maharashtra has approved the striking off the names
of 8 subsidiary companies mentioned below during the financial year under review,
on their voluntary application to remove names from the Register of Companies.
Leela Hotels & Palaces (Bangalore) Private Limited
Leela Hotels & Palaces (Chennai) Private Limited
Leela Hotels & Palaces (Kovalam) Private Limited
Leela Hotels & Palaces (Pune) Private Limited
Leela Hotels & Palaces (Hyderabad) Private Limited
Leela Hotels & Palaces (Delhi) Private Limited
Leela Hotels & Palaces (Udaipur) Private Limited
Leela Hotels & Palaces (Goa) Private Limited
(b) Fellow subsidiaries:
None
( c ) Associates:
Leela Lace Holdings Private Limited
Leela Lace Software Solutions Private Limited
Rockfort Estate Developers Private Limited
Leela Fashions Private Limited
Mumbai International Convention & Exhibition Centre Limited
Elegant Eateries Private Limited
Vibgyor Leasing Private Limited
Armcess Engineers Private Limited
Leela Housing Private Limited
Standard Precision Alloy Industries Private Limited
Aushim Soft Private Limited
Leela Soft Private Limited
Buena Vista Travels Private Limited
Leela Capital & Finance Limited
Leela Lace Real Estate Development Pvt. Limited
L.M. Realtors Pvt. Limited
Leela Lace Estates Pvt. Limited
(d) Key Management Personnel:
Whole Time Directors
Mr. Vivek Nair
Mr. Dinesh Nair
Mr. Venu Krishnan
Mr. V. L. Ganesh
(e) Relatives of Key Management Personnel:-
Capt. C.P. Krishnan Nair
Mrs. Madhu Nair
Ms. Amruda Nair
Ms Aishwarya Nair
Ms. Samyuktha Nair

2. Transactions carried out with related parties referred in 1 above.

(Rs. in crores)
Particulars Subsidiaries/ Associates Key Management
Fellow Subsidiaries Personnel and
their relatives
Sale of Room, Food and Other services - 0.14 -
- (0.12) -
Lease rent - 0.88 -
- (0.88) -
Fees for Licence, Reservation etc., - 5.54 -
- (6.44) -
Investments 46.15 - -
(0.19) - -
Finance (including loans and equity
contributions in cash or in kind) 7.74 - -
(0.20) - -
Interest Received - - -
- -
Redemption of Preference Share - - -
- - -
Remuneration paid to Whole- Time
Directors (including Commission) - - 5.56
- - (6.36)
Commission Paid - - 0.83
- - (1.04)
Sitting Fees - - 0.03
- - (0.02)
Purchase of Fixed Assets - - -
- - -
Sale of Fixed Assets - - -
- - -
Dividend Paid - 9.52 0.09
- (2.70) (0.01)
Deposits Given - 54.99 -
- (51.18) -
Deposits Received - - -
- - -
Debit balance outstanding 0.20 - -
(0.20) - -
Credit balance outstanding - 0.66 -
- (4.86) -


Note: Figures in brackets pertain to previous year.
2 3 ) Segment Information:
The Company’s only business is hoteliering and hence disclosure of segment-wise information is not applicable
under Accounting Standard 17 – “Segment Refarting” (AS-17). There is no geographical segment to be
reported.
2 4 ) Earnings Per Share (EPS):

Earnings per share is calculated in accordance with Accounting Standard 20 - Earnings per share (AS-20)
issued by the ICAI
(Rs. In crores)
Profit Before Taxation & Extra Ordinary Income 127.92 221.75

Less : Current Year Tax 36.98 52.09
Deferred Tax 9.00 19.95
FBT 1.60 1.15
Profit After Tax Before Extra Ordinary Item 80.34 148.55
Extra Ordinary Item 64.64 1.43
Profit After Tax After Extra Ordinary Item 144.98 149.98
Weighted Avg. No. of Equity Shares
Basic 377,824,992 377,824,992
Diluted 462,510,650 483,457,434
Earning Per Share Basic
Before extra ordinary items in Rupees 2.13 3.93
After extra ordinary items in Rupees 3.84 3.97
Earning Per Share Diluted
Cash Profit attributed to Equity Shareholders 199.91 195.32
Cash EPS in Rupees 5.29 5.17


25) Finance & Operating Leases:
a) Operating Leases
i) Hotel Leelaventure Limited as a lessor under various operating leases will receive fixed
future and minimum rentals, exclusive of formula or percentage of rentals, as under:
(Rs. in crores)
Particulars Current Previous
Year Year
Not later than one Year 8.73 9.51
Later than one year but not later than 5 years 20.29 29.84
Later than 5 Years 0.83 3.17
ii) The Company has taken on operating lease certain assets, the minimum future rent payable
on which are as follows:
(Rs. in crores)
Year Year
Later than 5 Years - -
iii) Lease rent paid/payable during the year towards employees accommodation is charged as
Employee related expenses in the Profit & Loss account as the agreements are made for the
periods of 11 months, cancelable on mutual consent.
The company has taken on Finance Lease fixed assets having anaggregate value of Rs. 0.42
crores (previous year Rs.0.42 crores). Lease rental paid during the year were Rs.0.05 crores
Total of minimum lease payment as on the balance sheet date and their present value is as
follows:
(Rs. in crores)
Minimum Lease Rentals payable as at Balance Sheet date NIL 0.04
Present Value of Minimum Lease Rentals at discounted rates NIL 0.04
Future obligation towards lease rentals under lease agreement is as under:

Not later than one year NIL 0.04
Later than one year but not later than five years NIL NIL
Later than five years NIL NIL
Total NIL 0.04


26) Previous year figures have been regrouped and re-arranged wherever necessary.
Schedules referred to herein form an For and on behalf of the Board of Directors
integral part of the Balance Sheet. Capt. C.P. Krishnan Nair
Chairman
Per our report of even date attached Vivek Nair
Vice Chairman & Managing Director
For PICARDO & CO. Dinesh Nair
Chartered Accountants Joint Managing Director
Venu Krishnan
Deputy Managing Director
K.V. Gopalakrishnayya Madhu Nair

Partner V L Ganesh K U Mada
Membership No.21748 Director - Finance & CFO Anna Malhotra
Anil Harish Directors
Dinesh Kalani R. Venkatachalam
Company Secretary M. Narasimham
C.K. Kutty
A.K. Dasgupta

BALANCE SHEET ABSTRACT AND COMPANY’S GENERAL

BUSINESS PROFILE
I. REGISTRATION DETAILS
Registration No. 2 4 0 9 7 State Code 1 1
Balance Sheet Date 3 1 0 3 2 0 0 9
Date Month Year
I I . Capital Raised during the year (Amount in Rs. Thousands)
Public Issue N I L Rights Issue N I L
Bonus Issue N I L Private Placements N I L
I I I . Position of Mobilisation and Deployment of Funds (Amount in Rs.Thousands)
Total Liabilities 4 4 8 9 8 9 9 7 Total Assets 4 4 8 9 8 9 9 7
Sources of Funds
Paid - up Capital 7 5 5 6 5 0 Reserves & Surplus 1 8 6 4 4 6 0 5
Secured Loans 1 8 1 8 6 2 5 2 Unsecured Loans 6 3 0 8 8 6 6
Deferred Tax 1 0 0 3 6 2 4
Application of Funds
Net Fixed Assets 4 3 6 9 5 2 8 9 Investments 4 6 2 3 6 9
Net Current Assets 7 4 1 3 3 8 Misc. Expenditure N I L
Accumalated Loss N I L
I V. Performance of Company (Amount in Rs.Thousands)
Turnover 5 8 2 1 6 4 6 Total Expenditure 3 2 3 3 1 7 1
+ - Profit / Loss Before Tax + - Profit / Loss after Tax
1 9 3 4 5 3 1 1 4 4 9 8 4 6
Earning Per
Share in Rs. 3 . 8 4 Dividend Rate % 2 0
V. Generic Names of Three Principal Products/Services of the Company (as per monetary terms)
Item Code No. (ITC Code) E N T R Y N O 3 4 IN ANNEXURE III OF THE

INDUSTRIAL POLICY
Product HO T E L & T O U R I S M .
Description R E L A T E D I N D U S T R Y

Cash Flow Statement for the year ended March 31, 2009
2008-09 2007-08
A CASH FLOW FROM OPERATING ACTIVITIES
Net Profit before tax and extraordinary items 1,934,531,829 2,232,990,114
Adjustments for
Prior Period (net of depreciation of Rs 2709910) (6,157,808) (15,635,586)
Depreciation 549,234,550 453,405,242
Interest Charged 237,914,066 334,919,174
Loss / (Profit) on sale of assets 2,623,834 3,100,568
Derivative losses 29,365,758 78,500,000
Finance Lease Expenses 542,539 2,054,121
Provision for doubtful debts 4,718,237 9,853,025
Provision for Investments 800,000 -
Provision for employee benefits (3,967,011) 66,324,666
Interest Income (490,081,803) (648,843,514)
324,992,363 283,677,697
Operating Profit before working capital changes 2,259,524,191 2,516,667,811
Changes in :
Trade and Other Receivable (142,659,564) (722,631,846)
Inventories (32,959,347) (71,656,211)
Trade and Other Payables 733,662,258 (205,653,673)
Taxes and Levies 16,063,011 574,106,358 36,166,967 (963,774,764)
Cash generated from operations 2,833,630,549 1,552,893,048
Direct Taxes (154,290,906) (375,930,254)
Net Cash Flow before extraordinary items 2,679,339,643 1,176,962,794
Net Cash Flow from Operating Activities 2,679,339,643 1,176,962,794
B CASH FLOW FROM INVESTING ACTIVITIES
Investment in Fixed Assets / in New Projects (6,011,835,266) (9,772,033,108)
Proceeds from Sale of Fixed Assets 12,344,780 20,460,464
Investment in Subsidiary (460,416,884) (1,300,000)
Purchase of other investments (80,000) (406,000)
Sale of other investments 145,000 –
Interest Received 490,081,803 648,843,514
Net Cash Flow from Investing Activities (5,969,760,567) (9,104,435,131)
C CASH FLOW FROM FINANCIAL ACTIVITIES
Receipt of Long term Loans 1,923,088,225 7,109,683,044
Repayment of Long Term Loans (488,032,946) (115,754,879)
Issue of FCCB - 4,194,500,000
Redemption of Debentures (65,656) (18,102)
Repayment of Short term funds (150,000,000) 150,000,000
Deferred Luxury Tax Repayment (208,336,070) (153,962,252)
Issue of Debentures 1,500,000,000
Loan advanced to Subsidiary (77,440,198) -
Receipt of Intercorporate Deposit 150,000,000 -
Buyback of FCCB
(net of discount of Rs. 646368529) (1,531,531,080) -
Debentures / FCCB Issue Expenses (3 1 , 9 0 0 , 0 0 0 ) (81,941,322)
Repayment of Finance Lease Liabilities (542,539) (2,054,121)
Dividend Paid (Including Dividend Tax) (219,155,047) (73,710,898)
Income from Derivatives (26,365,758) 57,816,846
Interest Paid (201,182,719) (308,960,132)
Net Cash Flow from Financing Activities 638,536,210 10,775,598,183
Net changes in Cash & Cash Equivalents (2,651,884,714) 2,848,125,847
Cash & Cash Equivalents at the start of the year 2,955,831,119 107,705,272
Cash & Cash Equivalents at the end of the year 303,946,405 2,955,831,119
Note : Investment in Fixed Assets/in New Projects includes assets taken over on amalgamation of erstwhile Kovalam Hotels Limited
For and on behalf of the Board of Directors
V. L . G a n e s h Dinesh Nair Joint Managing Director
& CFO
Madhu Nair
R. Venkatachalam
C.K. Kutty

Auditor’s Report On Consolidated Financial Statements

To
The Board of Directors
We have examined the attached Consolidated Balance Sheet of Hotel Leelaventure Limited (“the Company”)
and its subsidiaries as at 31st March 2009, the Consolidated Profit and Loss Account for the year ended,
annexed thereto, and also the Consolidated Cash Flow Statement for the year then ended. The preparation of
these financial statements is the responsibility of the Management. Our responsibility is to express an opinion
on these financial statements based on our audit.
We conducted our audit in accordance with Generally Accepted Auditing Standards in India. Those standards
require that we plan and perform the audit to obtain reasonable assurance whether the financial statements are
prepared, in all material respects, in accordance with an identified financial reporting framework and are free
of material misstatements. An audit includes, examining on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by the management, as well as evaluating the overall financial statements. We
believe that our audit provides a reasonable basis for our opinion.
The financial statements of three subsidiaries , audited by us, which are not commenced commercial operations,
reflect a net worth of Rs 41.02 Lakhs as at 31st March 2009.
During the year under review , eight subsidiary Companies which are not commenced commercial operations
wound up under Section 560 of The Companies Act,1956.
We report that the consolidated financial statements have been prepared by the Company’s management in
accordance with the requirements of Accounting Standard (AS 21) Consolidated financial statements prescribed
under section 211 (3C) of the Companies Act, 1956 and other recognised accounting practices and policies.
In our opinion and to the best of information and explanations given to us and on the consideration of the
separate audit reports on individual audited financial statements of the Company and a subsidiaries, the said
consolidated financial statements subject to our inability to express an opinion on the impact of
disputed interest income recognised as referred to in note 9 of schedule K to the accounts and
read with other notes thereon, give a true and fair view and are in conformity with the accounting principles
generally accepted in India:
a) in the case of Consolidated Balance Sheet, of the consolidated state of affairs of the Company and its
subsidiaries as at 31st March 2009;
b) in case of the Consolidated Profit and Loss Account, of the consolidated results of operations of the
Company and its subsidiaries for the year then ended and
c) in the case of Consolidated Cash Flow Statement, of the cash flows of the Company and its subsidiaries
for the year ended.
For PICARDO & CO
Partner
Membership No.21748

CONSOLIDATED BALANCE SHEET AS AT 31ST MARCH, 2009

As at As at
SOURCE OF FUNDS
Shareholder’s Funds
Share Capital A 755,649,984 755,649,984
Reserve and Surplus B 18,643,291,501 8,545,014,152
19,398,941,485 9,300,664,136
Loan Funds
Secured C 18,186,251,795 12,911,172,400
Unsecured 6,308,866,000 7,445,398,150
24,495,117,795 20,356,570,550
Deferred tax liability 1,003,624,416 913,624,416
TOTAL 44,897,683,696 30,570,859,102
APPLICATION OF FUNDS
Fixed Assets D
Gross Block 38,869,888,731 25,531,244,113
Less: Depreciation 3,984,569,483 3,363,848,769
Net Block 34,885,319,248 22,167,395,344

Add: Projects -in-Progress 9,345,355,346 4,057,737,006
44,230,674,594 26,225,132,350
Investments (At Cost) E 923,467 988,467
Current Assets, Loans and advances F
Inventories 419,635,336 386,675,988
Sundry Debtors 315,099,080 386,295,760
Cash and Bank balances 305,736,385 2,958,326,437
Loans and Advances 2,846,274,139 2,674,571,719
3,886,744,940 6,405,869,904
Less: Current Liabilities
and Provisions G
Current Liabilities 1,713,048,227 932,886,450
Provisions 1,507,611,078 1,128,543,669
3,220,659,305 2,061,430,119
Net Current Assets 666,085,635 4,344,439,785
Miscellaneous Expenditure H - 298,500
(To the extent not written off or adjusted-
Preliminary Expenses - incurred during the year
TOTAL 44,897,683,696 30,570,859,102
Notes to the Accounts L

& CFO
Madhu Nair
R. Venkatachalam
C.K. Kutty

CONSOLIDATED PROFIT AND LOSS ACCOUNT FOR THE YEAR ENDED

31ST MARCH, 2009
For the year ended For the year ended
INCOME
Sales/Services rendered and other Income I 5,821,142,172 5,891,042,842
EXPENDITURE
Operating, Administrative and Other expenses J 2,963,049,235 2,845,957,136
Financial Charges K 267,279,824 355,602,328
Loss on Sale of Fixed Assets 2,623,834 3,100,568
Total 3,232,952,893 3,204,660,032
Profit Before Depreciation and Amortisation 2,588,189,279 2,686,382,810
Depreciation 632,940,415 490,912,402
Less: Withdrawal from Revaluation Reserve 83,705,865 37,507,165
549,234,550 453,405,237
Amortisation of Foreign Currency Monetory Item
Translation Difference Account 104,708,044 –
PROFIT BEFORE TAX 1,934,246,685 2,232,977,573
PROVISION FOR TAX
Current Tax (Including Rs. 1,92,95,631
relating to Prior Years) 369,795,631 520,882,000
Fringe Benefit Tax 16,022,367 11,487,969
Deferred Tax 90,000,000 199,461,679
475,817,998 731,831,648
PROFIT AFTER TAX FOR THE YEAR 1,458,428,687 1,501,145,925
Prior Period Adjustments (Net) (8,867,718) (15,635,586)
PROFIT AFTER TAX 1,449,560,969 1,485,510,339
Balance of Profit brought forward 2,013,279,192 1,904,337,442
Loss of Kovalam Hotels Limited for the Pre -Amalgmation Period - (265,476,120)
3,462,840,156 3,124,371,661
Amount available for Appropriation 3,462,840,156 3,124,371,661
APPROPRIATIONS
Proposed Final Dividend on Equity shares 151,130,000 188,912,496
Corporate Dividend Tax 25,684,544 32,105,679
Transfer to General Reserve 110,000,000 890,074,294
Transfer to Debenture Redemption Reserve 300,000,000 -
Balance carried forward to Balance Sheet 2,876,025,612 2,013,279,192
3,462,840,156 3,124,371,661
Basic Earning per share of face value of Rs.2 each 3.84 3.93
Diluted Earning per share of face value of Rs.2 each 3.13 3.10
Notes to the Accounts L
Profit and Loss Account For and on behalf of the Board of Directors
& CFO
Madhu Nair
R. Venkatachalam
C.K. Kutty

SCHEDULES FORMING PART OF THE CONSOLIDATED BALANCE SHEET

As at As at
Rupees Rupees
Schedule- A
SHARE CAPITAL
AUTHORISED:
60,00,00,000 (P.Y. 60,00,00,000) Equity Shares of Rs.2 each 1,200,000,000 1,200,000,000
60,00,000 (P.Y. 60,00,000)Redeemable Preference Shares of Rs 100 each 600,000,000 600,000,000
1,800,000,000 1,800,000,000
ISSUED, SUBSCRIBED AND PAID-UP:
Equity Shares
37,78,24,992 ( P.Y. 37,78,24,992)
Equity shares of Rs. 2 each 755,649,984 755,649,984
Total 755,649,984 755,649,984
Schedule- B
RESERVES AND SURPLUS
CAPITAL REDEMPTION RESERVE:
SECURITIES PREMIUM ACCOUNT:
Add: Transfer on Amalgamation - 69,944,868
Add: Received during the year - 340,817,606
2,780,911,877 3,343,335,044
Less: Premium on redemption of debentures and
Issue expenses (net of tax credit) 256,344,934 562,423,167
2,524,566,943 2,780,911,877
DEBENTURE REDEMPTION RESERVE :
Transferred from Profit and Loss Account 300,000,000 -
REVALUATION RESERVE:
Less: Transferred to Profit and Loss Account** 80,995,955 37,507,165
2,044,262,273 2,125,258,228
Add : During the Year 10,332,661,165 -
** Net of Rs. 2709910 debited to prior year adjestment. 12,376,923,438 2,125,258,228
CAPITAL RESERVE:
Per last Balance Sheet 71,014,946 49,075
Add: Transferred on Amalgamation – 70,965,871
71,014,946 71,014,946
GENERAL RESERVE:
Add: Transfer from Profit and Loss Account 110,000,000 890,178,919
789,549,909 1,257,073,347
Less : Goodwill on Amalgamation - 560,097,408
Less : Transferred from Foreign Exchange Monetory Item
Translation Difference Account 227,416,953 -
Leave Encashment - 17,426,030
562,132,956 679,549,909
PROFIT AND LOSS ACCOUNT: 2,876,025,612 2,013,279,192
LESS : FOREIGN CURRENCY MONETORY ITEM
TRANSLATION DIFFERENCE ACCOUNT
Add : Incurred During the Year 1,047,080,438
Less: Transferred to Profit and Loss Account 104,708,044 -
942,372,394 -
To t a l 18,643,291,501 8,545,014,152


As at As at
Rupees Rupees
Schedule- C
LOAN FUNDS
(A) SECURED:
i. Debentures 1,500,000,000 -
ii. Term Loans
a. Financial Institutions
b. Banks
iii. Cash Credit from Banks 247,018,063 110,382,579
Total 18,186,251,795 12,911,172,400
Amount Repayable within One Year 1,863,900,000 1,302,800,000
(B) UNSECURED:
i. Short term Loan from Bank 100,000,000 250,000,000
ii. Inter corporate Deposit 150,000,000 -
iii. Foreign Currency Convertible Bonds 6,058,866,000 6,987,062,080
iv. Luxury Tax deferral scheme - 208,336,070
Total 6,308,866,000 7,445,398,150
Amount Repayable within One Year 250,000,000 250,000,000

Schedule - D FIXED ASSETS Rupees
82
ASSETS GROSS BLOCK AT COST OR VALUATION DEPRECIATION NET BLOCK
ADDITIONS
As at 1st During On account On account of Deductions As at 31st As at 1st For the On account Withdrawals Up to 31st As at 31st As at 31st
April 2008 the year of Foreign Revaluation during the March, April 2008 year of Foreign during the March, 2009 March, 2009 March, 2008
Currency year 2009 Currency year
Translation Translation
Difference Difference
Goodwill - 456,113,739 - - - 456,113,739 - - - - - 456,113,739 -
Land ( Freehold ) 9,918,642,864 787,088,574 - 6,699,598,460 3,009,375 17,402,320,523 - - - - 17,402,320,523 9,918,642,864
Land ( Leasehold ) 103,768,797 - - 3,633,062,704 - 3,736,831,502 4,484,530 424,729 - - 4,909,259 3,731,922,243 99,284,268
Buildings # 9,631,370,965 111,435,168 380,216,745 - - 10,123,022,877 889,016,848 160,348,834 16,985 - 1,049,382,667 9,073,640,210 8,742,354,129
Plant & Machinery & 3,931,357,679 324,510,366 296,401,472 - 12,228,030 4,540,041,486 1,499,650,233 241,999,120 54,226 7,843,008 1,733,860,572 2,806,180,914 2,431,707,435

Electrical Installation
Furniture & Fixtures 1,760,284,801 45,959,285 119,914,128 - 2,738,168 1,923,420,046 925,824,328 142,238,144 31,252 2,135,883 1,065,957,840 857,462,205 834,460,473
Vehicles & Motor Boats 185,819,007 105,798,312 63,423,081 - 9,212,741 345,827,658 44,872,831 21,256,387 16,940 2,240,810 63,905,349 281,922,310 140,946,176
Ship 342,310,900 - - - 342,310,900 66,553,797 - - 66,553,797 275,757,103 -
Total 25,531,244,113 2,173,216,343 859,955,426 10,332,661,164 27,188,315 38,869,888,731 3,363,848,769 632,821,011 119,404 12,219,701 3,984,569,483 34,885,319,248 22,167,395,344
Previous Year 19,092,436,752 7,197,751,623 - - 758,944,272 25,531,244,114 2,888,029,881 490,912,402 - 15,093,516 3,363,848,769 22,167,395,344
Projects in Progress ## 4,057,737,006 4,374,003,998 913,614,342 - - 9,345,355,346 - - - - - 9,345,355,346 4,057,737,006
Previous Year 1,925,476,552 2,132,260,466 - - - 4,057,737,006 - - - - - 4,057,737,006 -
Grand Total 29,588,981,119 6,547,220,341 1,773,569,768 10,332,661,164 27,188,315 48,215,244,077 3,363,848,769 632,821,011 119,404 12,219,701 3,984,569,483 44,230,674,594 26,225,132,350
Previous Year 21,017,913,304 9,330,012,089 - - 758,944,272 29,588,981,120 2,888,029,881 490,912,402 - 15,093,516 3,363,848,769 26,225,132,350 -
# Includes cost of 76 shares of Rs. 10/- each in Co-Operative Housing Society.

## Addition is net of Capitalisation during the year.

As at As at
Rupees Rupees
Schedule- E
INVESTMENTS ( UNQUOTED) AT COST
TRADE INVESTMENT
The Greater Bombay Co-operative Bank Limited
10 ( Previous year 10) Equity shares of Rs.25 each 250 250
OTHER INVESTMENTS
Land 82,932 82,932
National Savings Certificates - 145,000
Indira Vikas Patra 840,285 760,285
Total 923,467 988,467
As at As at
Rupees Rupees
Schedule- F
CURRENT ASSETS, LOANS AND ADVANCES
CURRENT ASSETS
Inventories (at lower of cost and net realisable
value as certified by the Management )
Stores and Operating supplies 343,984,616 319,656,101
Food and Beverage 75,650,720 67,019,887
419,635,336 386,675,988
Sundry Debtors - ( Unsecured , Considered good
except to the extent specifically provided)
Outstanding for more than six months
- Considered Good 36,250,693 26,765,760
- Doubtfull 23,663,237 18,945,000
59,913,930 45,710,760
Others 278,848,387 359,530,000
338,762,317 405,240,760
Less: Provision for Doubtful Debts
(outstanding for more than six months) 23,663,237 18,945,000
315,099,080 386,295,760
Cash and Bank Balances
Cash on hand 4,249,323 6,262,652
Cheques on hand 143,906 1,449,570
Balances with Scheduled Banks
Current Accounts 197,517,401 78,145,291
Deposit Accounts* 103,825,755 2,872,468,924
*Includes Rs. 61,778,473 (Previous year Rs Nil)
held as collateral for derivatives transaction
305,736,385 2,958,326,437
LOANS AND ADVANCES
(Unsecured - Considered Good unless otherwise stated)
Advances recoverable in cash or in kind or for
value to be received 2,193,387,345 2,030,222,844
Advance Income Tax ( Net of Provision) - 39,735,581
Deposits with Public Bodies and others 652,886,794 604,613,294
2,846,274,139 2,674,571,719
Total 3,886,744,940 6,405,869,904


As at As at
Schedule- G
CURRENT LIABILITIES AND PROVISIONS
CURRENT LIABILITIES
Acceptances 21,707,581 27,535,001
Sundry Creditors*
For Operation 275,950,767 213,075,705
For Project 427,790,210 62,012,858
703,740,977 275,088,563
Unclaimed
-Dividend 5,074,377 3,211,250
-Debenture Interest 305,713 577,377
-Debenture Redemption 2,254,519 2,320,176
7,634,609 6,108,803
Taxes and Levies 103,061,378 86,998,367
Retention Money 104,460,748 55,133,194
Other Liabilities 571,178,135 291,601,916
Advance Received 71,125,820 92,966,896
Trade Deposits 59,003,735 63,321,477
Interest accrued but not due 71,135,244 34,132,233
1,713,048,227 932,886,450
PROVISIONS:
Proposed Dividend ( Including
Corporate Dividend Tax ) 176,814,544 221,018,175
Taxation (net of advance tax) 49,361,270 -
Fringe benefit tax (net of advance tax) 1,022,367 97,367
Premium on Redemption of Bonds 1,102,033,464 728,081,684
Derivatives 81,500,000 78,500,000
Leave Encashment & Gratuity 96,879,433 100,846,443
Total 3,220,659,305 2,061,430,119
* Dues of Micro & Small Enterprises 3,266,859

Dues of Other Creditors 700,474,118
( Refer Note No 7 of Schedule L)

Rupees Rupees
Schedule - H
Miscellaneous Expenditure
(to the extent not written off or adjusted)
As per Last Balance Sheet
Add : Incurred during the year 298,500 –
– 298,500
298,500 –
Less : Expenditure written off during the year 298,500 –
Total – 298,500

SCHEDULES FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT

Rupees Rupees
Schedule - I
SALES/SERVICES RENDERED AND OTHER INCOME
SALES/SERVICES RENDERED:
Rooms & Galleria Rentals 2,991,236,302 3,476,185,709
Food and Beverages 1,175,447,379 1,301,090,245
Other Services 355,665,320 368,479,692
(Tax deducted at source Rs 8,48,85,688
previous year Rs 6,98,89,021 ) 4,522,349,001 5,145,755,646
OTHER INCOME
Interest from banks
(Tax deducted at source Rs. 19,76,806 74,107,104 187,332,811
previous year Rs. 15,98,636)
Interest from others 415,974,699 461,510,703
(Tax deducted at source Rs. Nil P.Y.Rs. 26,37,960)
Income from exchange fluctuation 87,034,002 40,545,035
Discount on Buyback of Bonds 646,368,529 –
Miscellaneous Income 75,308,837 55,898,647
1,298,793,171 745,287,196
Total 5,821,142,172 5,891,042,842

SCHEDULES FORMING PART OF THE CONSOLIDATED PROFIT AND LOSS ACCOUNT

For the Year ended For the Year ended
Rupees Rupees
Schedule - J
OPERATING, ADMINISTRATIVE AND OTHER EXPENSES
1 . OPERATING EXPENSES:
(a) Food and Beverages consumed
Opening Stock 67,019,887 55,920,948
Add: Purchases 284,618,710 334,808,198
351,638,597 390,729,146
Less: Closing Stock 63,284,132 67,019,887
288,354,465 323,709,259
(b) Payments to and Provisions for employees
Salaries, Wages and Bonus 726,939,850 656,100,347
Contribution to Provident and other funds 44,590,183 41,448,307
Workmen and Staff Welfare Expenses 112,272,949 117,014,998
883,802,982 814,563,652
(c) Other Operating Expenses
Stores and Supplies including Linen 202,327,690 220,734,134
Power , Fuel and Water 446,852,125 413,985,016
Repairs:
Building 41,013,572 48,045,588
Machinery 62,132,983 56,934,238
Others 74,324,437 53,740,247
Music, Banquets and Restaurants 48,166,960 56,142,423
874,817,767 849,581,647
2. ADMINISTRATIVE AND OTHER EXPENSES:
Rent 115,364,017 108,451,185
Rates and Taxes 99,563,112 77,338,225
Insurance 14,951,992 14,676,781
Travelling and Conveyance 76,224,129 52,802,956
Guest Transport 45,789,084 47,465,166
Communication Expenses 48,688,090 46,043,890
Advertising and Publicity 151,750,168 120,091,593
Printing and Stationery 34,424,212 33,330,655
Licence fee , Reservation fee, etc. 53,117,606 85,508,342
Legal and Professional Fees 107,780,535 75,108,412
Lease Charges 51,426,935 60,676,180
Donation 1,891,053 618,075
Horticulture and Beautification 7,593,697 5,924,878
Membership and Subscription 21,860,092 10,787,739
Bank Charges 4,746,877 13,545,168
Director’s Remuneration 32,892,000 23,582,000
Commission to Directors 31,000,000 54,000,000
Directors’ Sitting Fees 2,040,000 2,061,000
Auditor’s Remuneration 2,864,526 2,628,534
Brokerage & Commission 552,171 1,132,196
Provision for Doubtful Debts 4,718,237 9,853,025
Miscellaneous 6,536,988 12,476,579
Miscellaneous Expences Writtenoff 298,500 –
916,074,021 858,102,579
Total 2,963,049,235 2,845,957,136

Rupees Rupees
Schedule - K
FINANCIAL CHARGES
Interest on Fixed Loans 211,706,156 310,652,043
Interest on Other Loans 26,207,910 24,267,131
Derivative Losses(net) 29,365,758 20,683,154
Total 267,279,824 355,602,328

SCHEDULES AND NOTES FORMING PART OF THE CONSOLIDATED

ACCOUNTS FOR THE YEAR ENDED 31ST MARCH, 2009
Schedule – L
NOTES TO ACCOUNTS
1 ) Significant Accounting Policies:
a) Convention:
The consolidated financial statements comprise the individual financial statements of Hotel
Leelaventure Limited and its subsidiaries as on 31st March, 2009 and for the year ended on that
date. The consolidated financial statements have been prepared on the following basis:
The financial statements of the Company and its subsidiaries have been combined on a line-by-
line basis by adding together the book values of like items of assets, liabilities, income and
expenses, after eliminating intra group balances and intra group transactions resulting in un
realized profit or losses as per Accounting Standard – 21 on ‘Consolidated Financial Statements’
issued by the Institute of Chartered Accountants of India.
b) The financial statements of the subsidiaries, in the consolidation are drawn up to the same
reporting date as the Company. i.e. March, 31, 2009.
c) Minority interest :
The subsidiary in which minority interest exists has negative networth and hence the same is not
shown Seperately.
d) The financial statements of the following subsidiary companies have been consolidated.
Name of the Subsidiary Proportion of Ownership Interest (%)
Current Year Previous Year
Amin Group Hotel Limited. 99.35 99.35
Leela Hotels &Palaces Limited 100.00 100.00
Iskon Estates Private Limited (effective from 10th Jan, 2009) 100.00 0.00
Leela Hotels & Palaces (Bangalore) Private Limited 0.00 100.00
Leela Hotels & Palaces (Chennai) Private Limited 0.00 100.00
Leela Hotels & Palaces (Hyderabad) Private Limited 0.00 100.00
Leela Hotels & Palaces (Pune) Private Limited 0.00 100.00
Leela Hotels & Palaces (Delhi) Private Limited 0.00 100.00
Leela Hotels & Palaces (Kovalam) Private Limited 0.00 100.00
Leela Hotels & Palaces (Goa) Private Limited 0.00 100.00
Leela Hotels & Palaces (Udaipur) Private Limited 0.00 100.00
e) The Registrar of Companies, Maharashtra has approved the striking off the names
of 8 subsidiary companies mentioned below during the financial year under review,
on their voluntary application to remove names from the Register of Companies.
Leela Hotels & Palaces (Bangalore) Private Limited
Leela Hotels & Palaces (Chennai) Private Limited
Leela Hotels & Palaces (Kovalam) Private Limited
Leela Hotels & Palaces (Pune) Private Limited
Leela Hotels & Palaces (Hyderabad) Private Limited
Leela Hotels & Palaces (Delhi) Private Limited
Leela Hotels & Palaces (Udaipur) Private Limited
Leela Hotels & Palaces (Goa) Private Limited
f) During the year under review the Company has acquired 100% shareholding of Iskon
Estates Private Limited.

SCHEDULES AND NOTES FORMING PART OF THE CONSOLIDATED ACCOUNTS

g) Kovalam Hotels Limited (KHL), has been amalgamated with the Company as per the Scheme of
Arrangement sanctioned by the Honorable High Court of Judicature at Mumbai; vide its Order
dated 2nd November 2007. The Scheme became effective on 4th December 2007, the appointed
date of the Scheme being 01.04.2006.
h) Use of Estimates:
The preparation of financial statement requires the management of the Company to make estimates
and assumptions that affect the reported balances of assets and liabilities and disclosures relating
to the contingent liabilities as at the date of the financial statements and the reported amount of
income and expenses during the year. Examples of such estimates include provisions for doubtful
debts, employee benefits, provision for income taxes, useful life of depreciable fixed assets and
provision for impairment.
i) Fixed Assets:
Fixed assets are stated at cost (or valuation as applicable) less depreciation. Cost includes
expenses incidental to the installation of the assets and attributable borrowing costs. Cost also
includes exchange differences arising on reporting of long term foreign currency monetary items
at rates different from those at which they were initially recorded during the period, or reported in
previous financial statements, insofar as they relate to acquisition of a depreciable capital asset.
Valuation of freehold land and leasehold rights on properties situated at Mumbai, Bangalore, Goa
and Kovalam was carried out during the year under review. All the fixed assets of Goa were
initially revalued in the year 2001 and that of Mumbai in the year 2004. Valuation is carried out
in all the cases by a professional valuer, the basis of valuation being realizable value as
determined by the valuer.
Revalued fixed assets are stated based on the revaluation and all other fixed assets are stated
at cost.
Additions on account of valuation are credited to Revaluation Reserve.
j) Depreciation:
Depreciation on fixed assets has been provided on straight-line method at rates specified in
Schedule XIV to the Companies Act, 1956 except for ship added during the year which will be
depreciated in three years from the date on which the same was put into use. Depreciation on
additions / deletions during the year has been provided for on pro-rata basis. Assets purchased /
installed during the year costing less than Rs.5,000/- each are fully depreciated. Revaluation
Reserve is withdrawn to the extent of incremental depreciation on account of revaluation.
k) Investments:
Long-term investments are carried at cost.
l) Inventories:
Inventories are valued at lower of cost (weighted average basis) or net realizable value.
m) Employee benefit:
i) Post-employment benefit plans
Contribution to defined contributory retirement benefit schemes are recognised as an expense
when employees have rendered services entitling them to contributions.
For defined benefit schemes, the cost of providing benefits is determined using the Project
Unit Credit Method, with actuarial valuation being carried out at each Balance Sheet Date.
Actuarial gains and losses are recognized in full in the profit and loss account for the period
in which they occur. Past service cost is recognized immediately to the extent that the
benefits are already vested, and otherwise it is amortized on straight-line basis over the
average period until the benefits become eligible for being vested.


ii) Short –term employee benefits
renders the service. These benefits include compensated absences such as paid annual
leave and performance incentive.
render the service. These benefits include compensated absences such as paid annual leave
and performance incentive.
iii) Long- term employee benefits
Compensated absences which are not expected to occur within twelve months after the end
of the period in which the employee renders the related services are recognized as a liability
at the present value of the defined benefit obligation at the Balance Sheet date.
n) Sales and Services:
Sales comprise sale of rooms, food and beverages, Galleria Rentals and allied services relating to
hotel operations, including income from management and operating fees and income from sale of
electricity.
o) Borrowing Costs:
Borrowing costs that are directly attributable to the acquisition and construction of qualifying
assets are capitalised. A qualifying asset is an asset that necessarily takes substantial period of
time to get ready for its intended use. Other borrowing costs are recognized as an expense in the
period in which they are incurred.
p) Taxation:
(i) Provision for current taxation has been made in accordance with the Income Tax laws
applicable to the assessment year.
(ii) Wealth Tax for the year has been provided as required under the Wealth Tax Act and Rules,
1957.
(iii) Deferred tax is recognized on timing difference that is being the difference between taxable
income and accounting income that originates in one period and is capable of reversal in
one or more subsequent periods. Where there is unabsorbed depreciation, or carry forward
losses, deferred tax assets are recognised only if there is virtual certainty of realization of
such assets.
q) Impairment of assets :
The carrying amounts of assets are reviewed at each balance sheet date to ascertain if there is any
indication of impairment of the carrying amount of the Company’s assets. If any indication exists,
the recoverable amount of such assets is estimated. An impairment loss is recognized wherever
the carrying amount of the assets exceeds its recoverable amount. The recoverable amount is
greater of the net selling price or value in use. In assessing value in use, the estimated future cash
flows are discounted to their present value, based on an appropriate discounting factor.
After impairment, depreciation is provided on the revised carrying amount of the assets over its
remaining useful life. A previously recognized impairment loss is increased or reversed depending
on changes in circumstances. However, the carrying value after reversal is not increased beyond
the carrying value that would have prevailed by charging usual depreciation if there was no
impairment.
r) Foreign Currency Transaction:
(i) Foreign currency transactions are recorded at the rates of exchange prevailing on the date
of the transactions.
(ii) In line with option given in the Ministry of Corporate Affairs Notification No G.S.R.225
(E) dated 31st March 2009, the exchange differences arising on reporting of long term
foreign currency monetary items at rates different from those at which they were initially
recorded during the period, or reported in previous financial statements, insofar as they
relate to acquisition of a depreciable capital asset, is added to or deducted from the cost of


the asset and will be depreciated over the balance life of the asset, and in other cases is
accumulated in ‘Foreign Currency Monetary Item Translation Difference Account’ in the
Company’s financial statements and amortized over the balance period of such long-term
asset/liability but not beyond 31st March 2011, by recognition as income or expense in each
such of the periods.
(iii) All other monetary assets and liabilities in foreign currency as at Balance Sheet date
are translated at rates prevailing at the year-end and the resultant net gains or losses are
recognized as incomes or expenses in the year in which they arise.
(iv) Premium /discount on forward exchange contracts , which are not intended for trading
or speculation purposes, are amortised over the period of contract.
s) Assets take on lease:
a. In respect of finance lease operations, prior to April 1, 2001, lease rents paid are charged
to the Profit and Loss Account in accordance with the terms of the lease agreements.
b. In respect of operating lease transactions, the assets are not capitalized in the books of the
Company and lease payments are charged to the profit and loss account.
t) Accounting for Provisions, Contingent Liabilities and Contingent Assets:
A provision is recognised when the Company has a present obligation as a result of past
event and it is probable that an outflow of resources will be required to settle the
obligation, in respect of which a reliable estimate can be made. Provisions are not
discounted to present value and are determined as best estimates required to settle the
obligation at the Balance Sheet date.
a) A present obiligation arising from past event, when it is not probable that an outflow of
resources will be required to settle that obligation.
b) a persent obligation when no reliable estimate is possible: and
c) a possible obligation is arising from past events where the possibility of outflow of resources
is remote.
Contingent Assets are not recognized in the financial statements.
u) Goodwill:
Goodwill represents the difference between the networth of the subsidiary companies and
cost of Investments.
2) Foreign Currency Convertible Bonds

(a) The Company had allotted 1% Foreign Currency Convertible Bonds (Euro Bonds), of Euro 60
Million on 15th September, 2005 having maturity of 5 years and 1 day , convertible at any time
up to 31st August, 2010 into equity shares of Rs.2 each at a conversion price of Rs.46.65
(previous year Rs.47.31), with a fixed rate of exchange on conversion of Rs.54.33 for one Euro.
(b) Up to 31st March 2009, holders of 8600 Euro Bonds (previous year 8600 Euro Bonds) with
aggregate face value of Euro 8.60 million have exercised their right and converted their holding
into equity shares, resulting in the allotment of 93,12,522 Equity Shares (previous year
93,12,522 Equity Shares)
(c) During the financial year ended 31st March 2009, the Company has repurchased 12,200 Euro
Bonds with a face value of Euro 12.20 million at a discount. The repurchased Euro Bonds are
extinguished. The pro-rata premium provided on the repurchased Euro Bonds is credited (net
of tax ) to Security Premium Account.
(d) The remaining Euro 39.20 million Euro Bonds, unless converted, redeemed or repurchased and
cancelled, will be redeemed on 16th September 2010 at 125.50% of the principal amount. The
pro-rata premium payable on redemption (net of tax credits) is charged to Security Premium
Account.
(e) The Company has allotted Zero Interest Foreign Currency Convertible Bonds (USD Bonds), of
US $ 100 million on 24th April 2007 having maturity of 5 years and 1 day, convertible at any
time up to 18th April 2012 into equity shares of Rs.2 each at a conversion price of Rs.72


(previous year Rs.72) with a fixed rate of exchange on conversion of Rs.41.945 for one
US $. These bonds are listed on the Singapore Exchange Securities Trading Ltd., Singapore.
(f) Up to 31st March 2009, holders of these Bonds have not exercised their right to convert their
holding into equity shares.
(g) During the financial year ended 31st March 2009, the Company has repurchased 330 Zero
Coupon USD Bonds with a face value of US $ 33.00 million at a discount. The repurchased USD
Bonds have been extinguished. The pro-rata premium provided on the repurchased FCCBs has
been credited (net of tax) to the Security Premium Account.
(h) The remaining US $ 67.00 Million USD Bonds, unless converted, redeemed or repurchased and
cancelled, will be redeemed on 25h April 2012 at 146.61% of the principal amount. The pro-rata
premium payable on redemption (net of tax credits) will be charged to Security Premium Account.
3) Secured Loans:
a) Redeemable Non-Convertible Debentures:
i) The Company has issued on 19th December 2008, 12.5% Secured Redeemable Non-
Convertible Debentures of Rs.10,00,000/- each aggregating Rs. 90.00 crores redeemable
ii) The Company has issued on 30th December 2008, 13% Secured Redeemable Non -
Convertible Debentures of Rs.10,00,000/- each aggregating Rs.60.00 crores redeemable
iii) Debenture Redemption Reserve is created in accordance with applicable laws and
guidelines.
iv) For both the above issues, documentation relating to creation of security is under process.
b) Term Loans:
i) Term loan of Rs.165.17 crores from the Infrastructure Development Finance Company
Limited is secured by a pari passu charge on the fixed assets of The Leela Palace Kempinski,
Bangalore and securitized against certain credit card receivables.
ii) Out of Foreign Currency Loan of Rs.212.69 crores and Rupee Term Loan of Rs.100.14
crores from EXIM Bank, an amount of Rs. 165.58 crores is secured by a pari passu charge
on the immovable properties of The Leela Kempinski Mumbai and Rs.147.25 crores is
secured by a pari passu charge on the fixed assets of the Udaipur property.
iii) Term Loan of Rs.12.49 crores from The Jammu & Kashmir Bank Limited is secured by a pari
passu charge on the immovable properties, both present and future, of the new club suites at
The Leela Goa.
iv) Term loans of Rs.12.31 Crores from Bank of India, Rs.14.10 crores form Union Bank of
India and Rs.20.10 crores from Oriental Bank of Commerce are secured by a pari passu
suites) and term loans from Bank of India and Union Bank of India are securitized against
the credit card receivables of The Leela Kempinski, Mumbai.
v) Term loans of Rs.7.53 crores from Bank of Baroda is secured by a pari passu charge on the
immovable properties of The Leela Kempinski Mumbai and securitized against credit card
receivables of The Leela Kempinski, Mumbai.
vi) Foreign Currency Loans of Rs.127.38 crores from State Bank of Mysore, Rs.61.06
crores from State Bank of Saurashtra, Rs. 62.13 crores from State Bank of Indore,
Rs.62.29 crores from State Bank of Travancore and Rupee Term Loan Rs.140 crores from
Bank of India, Rs.20.00 crores from State Bank of Mysore, Rs.14.70 crores from State
Bank of Travancore, Rs.50.00 crores from State Bank of Bikaner and Jaipur, Rs.32.00
crores from State Bank of Patiala and Rs.45.00 crores from State Bank of Hyderabad are
secured by first charge on the fixed assets, both present and future, of Delhi and Chennai
properties.


vii) Out of the Foreign Currency Loans aggregating Rs.306.73 crores and Rupee Term Loan of
Rs.80.00 crores from State Bank of India, a sum of Rs.99.41 crores is secured by pari passu
suites at The Leela Goa) and Rs287.32 crores by first charge on the fixed assets, both
present and future of Delhi and Chennai properties.
viii) Term loan of Rs.25.00 crores from Federal Bank is secured by first charge on the fixed assets,
both present and future, of Delhi and Chennai properties.
ix) Term loan of Rs.6.28 crores from HDFC Bank Limited is secured by hypothecation of certain
vehicles.
x) Term loan of Rs.30 crores from the Housing Development Finance Corporation Limited is
secured against a pari passu charge on the immovable properties of The Leela Palace
Kempinski, Bangalore.
xi) Term loans of Rs.20.40 crores from Bank of India, Rs.10.48 crores from Union Bank of
India and Foreign Currency Loan of Rs.5.96 crores from Union Bank of India are secured
by a pari passu charge on the fixed assets of The Leela Kempinski, Kovalam.
c) Cash Credit:
Cash Credit and other Working Capital facilities from a consortium of banks are secured by
hypothecation of Company’s inventories of stores and provisions, other stocks including inventories
in transit, and book debts (except the credit card receivables), both present and future, and
secured by a pari passu second charge on the Fixed Assets of The Leela Goa (excluding the club
suites).
4) Deferred Tax Liability :
a) The Company has accounted for deferred tax in accordance with Accounting Standard 22
‘Accounting for Taxes on Income’ issued by the Institute of Chartered Accountants of India.
The deferred tax liability comprises following components:
(Rs. in crores)
Deferred Tax Liabilities:
Depreciation differences 109.44 96.97
Total 109.44 96.97
Deferred Tax Assets:
Employee Benefits 3.29 3.65
Others 4.99 1.31
Total 9.08 5.61
Net Deferred Tax liability 100.36 91.36
5) Fixed Assets:
a) Goodwill of Rs. 45.61 crores represents the difference between the net worth of subsidiary
companies and cost of Investments.
b) Land (Leasehold) includes Development expenses, stamp duty and other direct charges
c ) Projects in progress:
(i) Projects-in-progress includes Rs.117.60 crores, (previous year Rs.74.38 crores) incurred
in setting up an independent tower at Mumbai adjacent to the existing hotel, held up on
account of disputes with the Airports Authority of India (AAI) which includes Rs.47.80
crores of royalty and interest payable till 30th June 2007 in terms of Award passed by the
Sole Arbitrator on 17th May 2008.
(ii) Computation of Royalty as Minimum Guaranteed amount payable to AAI subsequent to the
above mentioned Award is referred to Arbitration, pending its determination, no provision is
made in the accounts.
(iii) The Company is confident of settling the dispute and completing the project.
d) Additions to Fixed Assets/ Projects in progress for the year under review includes , capitalization
of borrowing cost amounting to Rs.117.04 crores (previous year Rs.76.19 crores).


6) Contingent Liabilities not provided for:
a) Estimated amount of contracts remaining to be executed on capital account for Rs.240.68 crores
b) Claims against the Company not acknowledged as debts Rs.19.11crores (previous year Rs.14.73
crores).
c) Disputed Statutory Liabilities not provided for Rs.1.32 crores (previous year Rs.8.58 crores).
d) Letter of Credit open and outstanding Rs.14.91 crores (previous year Rs.4.06 crores).
e) Counter guarantee given to banks in respect of guarantees given by them on behalf of the
Company Rs.0.92 crores (previous year Rs.1.24 crores)
f) The Company has made provision for leave salary on actuarial valuation basis. This being retirement
benefit, an obligation to pay this amount might arise at the time of resignation / superannuation of
the employees. The breakup of the same is as under:
(Rs. in crores)
Nature of The Carrying Additional Amounts Unused amounts The carrying

Obligation amount at the provisions incurred and reversed during amount at the
beginning of made during charged against the period end of the period
the period the year the provision
during the period
Leave Salary 3.84 2.20 0.56 0.20 5.28
7) The information required to be disclosed under the Micro, Small and Medium Enterprises Development
Act, 2006 has been determined to the extent such parties had been identified on the basis of information
available with the Company in this regard.
(Rs. in crore)
Principal amount and the interest due thereon
remaining unpaid to any supplier as at the end
of each accounting year; 0.33 Nil NIL Nil
The amount of interest paid by the buyer in terms
of Section 16 of the Micro, Small and Medium
Enterprises Development Act, 2006, along with
the amount of the payment made to the supplier
beyond the appointed day during each
accounting year; Nil Nil Nil Nil

The amount of interest due and payable for the
period of delay in making payment (which have
been paid but beyond the appointed day
during the year) but without adding the interest
specified under the Micro, Small and Medium
Enterprises Development Act, 2006; Nil Nil Nil Nil
The amount of interest accrued and remaining
unpaid at the end of each accounting year; Nil Nil Nil Nil
The amount of further interest remaining due and
payable even in the succeeding years, until such
date when the interest dues as above are actually
paid to the small enterprise, for the purpose of
disallowance as a deductible expenditure under
section 23 of the Micro, Small and Medium
Enterprises Development Act, 2006. Nil Nil Nil Nil


8) In view of announcement made by the Institute of Chartered Accountants of India as a matter of prudence,
the Company has provided an additional amount of Rs.0.30 crores in the profit and loss account (previous
year Rs.7.85 crores) towards probable losses in respect of outstanding derivative contracts .
9) The method of computation adopted by the Company relating to the interest claims from HUDCO was
upheld by The Execution Court Delhi. The appeal filed by HUDCO contesting the same before the
Divisional Bench of Delhi High Court is pending. The Company has during the year under review
recognised interest income of Rs.41.16 crores (previous year Rs.46.15 crores) from HUDCO. The
disputed interest recognised by the Company till 31st March 2009 amounted to Rs.151.46 crores.
(Previous year Rs. 110.30 crores).
10) The special leave petition filed by the Company before the Supreme Court of India against the
judgment of the Bombay High Court setting aside the Award passed by the Sole Arbitrator in favour
of the Company in respect of the Royalty payable to the Airport Authority of India under the lease
for 18000 sq. mtrs has been admitted. Based on the expert advice, the Company is confident of
succeeding in the matter and no provision is made for the disputed royalty amounting to Rs.30.51
crores and interest thereon.
11) Land and Buildings includes land measuring 4.1330 hectares and building known as Kovalam Palace
and other structures. The possession of the Palace Building is presently with the Government of
Kerala. The Government of Kerala has passed an enactment called The Kovalam Palace (Taking Over
by Resumption) Act, 2005. The legality of the said Act is challenged by the Company before the Kerala
High Court, which is pending disposal. No provision has been made in the accounts, for the value of
such land and building as the same is not separately ascertainable and also as per the Act, the
Company is entitled to get compensation for improvements based on the report of Commissioner
specially to be appointed for this purpose.
12) Sales and Services are stated net of discount and commission amounting to Rs. 17.82 crores (previous
years Rs.21.83 crores).
13) In terms of the option given in the Ministry of Corporate Affairs Notification No G.S.R.225 (E) dated
31st March 2009, differences arising on reporting of long term foreign currency monetary items at rates
different from those at which they were initially recorded during the period have been accounted as
under:
(a) Rs.22.74 crores exchange gain recognised during the financial year ending 31st March 2008 is
debited to general reserve and credited to respective fixed asset account.
(b) Rs. 177.36 crores of exchange variations of the year under review relating to depreciable assets
are debited to respective fixed assets/ projects-in-progress account.
(c) Rs.115.91 crores of the exchange variations of the year under review relating to items other than
non depreciable assets are debited to ‘Foreign Currency Monetary Item Translation Difference
Account’ and Rs.11.20 crores of the exchange variation for the Financial Year 2007-08 relating
to items other than non depreciable assets are credited to ‘Foreign Currency Monetary Item
Translation Difference Account’. Out of the net debit balance of Rs.104.71 crores as on 31st
March 2009, Rs.10.47 crores have been amortised during the year under review and the balance
amount will be amortised before 31st March 2011.
14) The Company adopted Accounting Standard 15 “Employee Benefits (AS-15)” effective from April 1,
2007. Consequent upon the change in accounting policy and in accordance with the transitional
provisions of the Accounting Standard, an amount of Rs.Nil (Previous Year Rs.1.74 crores) towards
additional provisions till 1st April 2007 (net of deferred tax) was adjusted against General Reserve.
Retirement benefit plans:
a ) Defined contribution plans
The Company makes Provident Fund contribution to defined contribution retirement benefit plans
for eligible employees. Under the schemes, the Company is required to contribute a specified
percentage of the payroll costs to fund the benefits. The Company recognised Rs.2.88 crores
(previous year Rs.2.44 crores) for provident fund contributions in the profit and loss account. The
contributions payable to these plans by the Company are at rates specified in the rules of the respective


scheme.
b) Defined benefit plans
The Company makes annual contributions to the Employees’ Group Gratuity-cum-Life Assurance
Scheme of the Life Insurance Corporation of India, a funded defined benefit plan for eligible
employees. The scheme provides for lump sum payment to eligible employees at retirement, death
while in employment or on termination of employment, an amount equivalent to 15 days salary
payable for each completed year of service or part thereof in excess of six months. Eligibility
occurs upon completion of five years of service.
The present value of the defined benefit obligation and current service cost were measured using
the Projected Unit Credit Method, with actuarial valuations being carried out at each balance
sheet date.
The following table sets out the funded status of the gratuity plan and the amounts recognised in
the Company’s financial statements as at March 31, 2009:
Rs. in crores
As at As at
March 31, 2009 March 31, 2008
i) Change in benefit obligations:

Projected benefit obligation, at the beginning of the year 10.04 6.59
Service Cost 0.88 0.69
Interest cost 0.85 0.59
Actuarial (gain)/loss -2.02 2.69
Projected benefit obligation at the end of the year 9.42 10.04
i i ) Change in plan assets:
Fair value of plan assets at the beginning of the year 4.87 4.39
Expected return on plan assets 0.42 0.34
Employer’s contributions 0.03 0.59
Actuarial gain 0.02 0.06
Fair value of plan assets at the end of the year 5.01 4.87
Excess of (obligation over plan assets) / plan
assets over obligation -4.41 -5.17
(Accrued liability) / Prepaid benefit -4.41 -5.17
i i i ) Net Gratuity and other cost for the year
ended March 31, 2009:
Service cost 0.89 0.69
Interest on defined benefit obligation 0.85 0.59
Expected return on plan assets -0.42 -0.34
Net actuarial gain recognised in the year -2.04 2.63
Net gratuity and other cost -0.72 3.57
Actual Return on Plan Assets 0.44 0.39
i v ) Category of Assets as at March 31, 2009:
Insurer Managed Funds 5.01 4.87
Others Nil Nil
Total 5.01 4.87
v) Assumption used in accounting for the gratuity plan: % %
Discount Rate (p.a.) 8.00% 8.00%
Salary escalation rate (p.a.) * 7% for first year, 15% for first 4 years,
10% for next 5 years, 10% for next 5 years,
& 7% thereafter. & 7% thereafter.
Expected rate of return on plan assets (p.a.) 7.50% 7.50%


The expected return on plan assets determined consulting several applicable factors mainly the compensation
of the plan assets held, assesses risks of asset management, historical results of the return on plan assets and
the Company’s policy for plan asset management.
* Change in the estimate relating to salary escalation resulted in lesser provision of Rs.2.02 crores
towards gratuity and Rs.0.98 crores towards leave salary during the year under review compared the
provisions made during the previous year.
1 5 ) Auditors’ Remuneration:
Rs. in crores
SR. No. Particulars 2008-09 2007-08

i) Audit Fees 0.25 0.23
ii) Tax Audit Fees 0.03 0.02
iii) Reimbursement of out of pocket expenses 0.01 0.01
To t a l 0.29 0.26
In addition to the above, Rs. Nil (previous year Rs.0.10 crore) was paid to the auditors towards
professional charges rendered in connection with issue of Foreign Currency Convertible Bonds in the
previous year.
The remuneration disclosed above excludes fees of Rs.0.0145 crores (previous year Rs. Nil) for other
professional services rendered by firm of accountants in which some partners of the firm of statutory
auditors are partners.
16) The equity shares allotted on exercise of option to convert FCCBs would rank pari passu with the
existing shareholders and consequently will be eligible to all rights and entitlements prospectively.
Accordingly the proposed Dividend, recommended by the Directors and provided for, stands enhanced in
favour of conversion effected since the close of the year to date, if any. However, as the Company is
unable to estimate further conversion up to the record date set for determining the said liability i.e.
(beginning of the conversion closure period), any further amounts required to be distributed as Dividend
will be adjusted against the balance in the profit and loss account carried forward to the subsequent
financial year.
17) Managerial Remuneration Rs.6.39 crores (previous year Rs.7.76 crores) includes Rs.3.10 crores
(previous year Rs.5.40 crores) being commission payable to Managing and Joint Managing Director and
Non Executive Directors.
18) Rs.0.22 crores (previous year Rs. Nil) salary payable to relatives of key managerial persons is subject
to approval of shareholders under section 314 of The Companies Act, 1956
19) Cash at Bank in current account includes Rs 14.46 crores (previous year Rs Nil) with Barclays Bank,
London Maximum amount held in that account during the year under review is Rs 108.80 crores
(previous year Nil).


20) Related parties disclosures:
Buena Vista Travels Private Limited
1. Relationships during the year: Leela Capital & Finance Limited
(a) Associates: Leela Lace Real Estate Development Pvt. Limited
Leela Lace Holdings Private Limited L.M. Realtors Pvt. Limited
Leela Lace Software Solutions Private Leela lace Estates Pvt. Limited
Limited (b) Key Management Personnel:
Rockfort Estate Developers Private Limited Whole Time Directors
Leela Fashions Private Limited Mr. Vivek Nair
Mumbai International Convention & Mr. Dinesh Nair
Exhibition Centre Limited Mr. Venu Krishnan
Elegant Eateries Private Limited Mr. V. L. Ganesh
Vibgyor Leasing Private Limited (c) Relatives of Key Management Personnel:
Armcess Engineers Private Limited Capt. C.P. Krishnan Nair
Leela Housing Private Limited Mrs. Madhu Nair
Standard Precision Alloy Industries Private Ms. Amruda Nair
Limited Ms Aishwarya Nair
Aushim Soft Private Limited Ms. Samyuktha Nair
Leela Soft Private Limited
2. Transactions carried out with related parties referred in 1 above.
(Rs. in crores)
Particulars Associates Key Management
Personnel and
their relatives
Sale of Room, Food and Other services 0.14 -
(0.12) -
Lease rent 0.88 -
(0.88) -
Fees for Licence, Reservation etc., 5.54
(6.44)
Investments - -
-
Finance (including loans and equity - -
contributions n cash or in kind)
Interest Received - -
Redemption of Preference Share - -

- -
Remuneration paid to Whole- Time - 5.51
Directors (including Commission) - (6.36)
Commission Paid 0.83
(1.04)
Sitting Fees 0.03
(0.02)
Purchase of Fixed Assets - -
-
Sale of Fixed Assets - -
-
Dividend Paid 9.52 0.09
(2.70) (0.01)
Deposits Given 54.99 -
(51.18)
Deposits Received - -
-
Debit balance outstanding - -
-
Credit balance outstanding 0.66
(4.86)
Note: Figures in brackets pertain to previous year.
2 1 ) Segment Information:
The Company’s only business is hoteliering and hence disclosure of segment-wise information is not applicable
under Accounting Standard 17 – “Segment Reporting” (AS-17). There is no geographical segment to be reported.


2 2 ) Earnings Per Share (EPS):
Earnings per share is calculated in accordance with Accounting Standard 20 - Earnings per share (AS-
20) issued by the ICAI (Rs. in crores)
Profit Before Taxation & Extra Ordinary Income 127.89 221.75

Less : Current Year Tax 36.98 52.09
Deferred Tax 9.00 19.95
FBT 1.60 1.15
Profit After Tax Before Extra Ordinary Item 80.32 148.55
Extra Ordinary Item 64.64 1.43
Profit After Tax After Extra Ordinary Item 144.95 149.98
Weighted Avg. No. of Equity Shares
Basic 377,824,992 377,824,992
Diluted 462,510,650 483,457,434
Earning Per Share Basic
Earning Per Share Diluted
Cash Profit attributed to Equity Shareholders 199.91 195.32
Cash EPS in Rupees 5.29 5.17
2 3 ) Finance & Operating Leases:

a) Operating Leases
i) Hotel Leelaventure Limited as a lessor under various operating leases will receive fixed
future and minimum rentals, exclusive of formula or percentage of rentals, are as under:
Rs. in crores
Year Year

Later than 5 Years 0.83 3.17
ii) The Company has taken on operating lease certain assets, the minimum future rent payable
on which are as follows:
(Rs. in crores)
Year Year

Later than 5 Years - -


iii) Lease rent paid during the year towards employees accommodation is charged as Employee
related expenses in the Profit & Loss account as the agreements are made for the periods of
11 months, cancelable on mutual consent.
The company has taken on Finance Lease fixed assets having an aggregate value of Rs.
0.42 crores (previous year Rs.0.42 crores). Lease rental paid during the year were Rs.0.05
crores (previous year Rs.0.08 crores).
Total of minimum lease payment as on the balance sheet date and their present value is as follows:
(Rs. in crores)
Minimum Lease Rentals payable as at Balance Sheet date NIL 0.04
Present Value of Minimum Lease Rentals at discounted rates NIL 0.04
Future obligation towards lease rentals under lease agreement is as under:

Not later than one year NIL 0.04
Later than one year but not later than five years NIL NIL
Later than five years NIL NIL
Total NIL 0.04
24) Previous year figures have been regrouped and re-arranged wherever necessary.
Schedules referred to herein form For and on behalf of the Board of Directors
an integral part of the Balance Sheet Capt. C.P. Krishnan Nair
Chairman
Per our report of even date attached Vivek Nair
Vice Chairman & Managing Director
For PICARDO & CO. Dinesh Nair
Chartered Accountants Joint Managing Director
Venu Krishnan
Deputy Managing Director
Madhu Nair
K U Mada
Anna Malhotra
Anil Harish Directors
R. Venkatachalam
M. Narasimham
C.K. Kutty
A.K.Dasgupta

Consolidated Cash Flow Statement for the year ended March 31, 2009
2008-09 2007-08
A CASH FLOW FROM OPERATING ACTIVITIES

Net Profit before tax and extraordinary items 1,934,246,685 2,232,977,573
Adjustments for
Prior Period (net of depreciation of Rs 2709910) (6,157,808) (15,635,586)
Depreciation 549,234,550 453,405,237
Interest Charged 237,914,066 334,919,174
Loss / (Profit) on sale of assets 2,623,834 3,100,568
Derivative losses 29,365,758 78,500,000
Finance Lease Expenses 542,539 2,054,126

Provision for doubtful debts 4,718,237 9,853,025
Preliminary expenses written off 298,500 -
Provision for employee benefits (3,967,010) 59,920,294
Interest Income (490,081,803) (648,843,514)
324,490,863 277,273,323
Operating Profit before working capital changes 2,258,737,547 2,510,250,896

Changes in :
Trade and Other Receivable (144,959,557) (626,048,601)
Inventories (32,959,347) (39,864,185)
Trade and Other Payables 733,684,414 (290,216,845)
Taxes and Levies 16,063,011 571,828,520 19,402,709 (936,726,922)
Cash generated from operations 2,830,566,068 1,573,523,974

Direct Taxes (154,403,770) (371,248,685)
Net Cash Flow before extraordinary items 2,676,162,297 1,202,275,289
Net Cash Flow from Operating Activities 2,676,162,297 1,202,275,289
B CASH FLOW FROM INVESTING ACTIVITIES

Investment in Fixed Assets / in New Projects (6,547,220,341) (9,307,197,115)
Proceeds from Sale of Fixed Assets 12,344,780 20,460,462

Investment in Subsidiary - –
Purchase of other investments (80,000) (406,000)
Sale of other investments 145,000 –
Interest Received 490,081,803 648,843,514
Net Cash Flow from Investing Activities (6,044,728,758) (8,638,299,139)

Consolidated Cash Flow Statement for the year ended March 31, 2009
2008-09 2007-08
Rupees Rupees
C CASH FLOW FROM FINANCIAL ACTIVITIES
Receipt of Long term Loans 1,923,088,225 6,487,037,192
Repayment of Long Term Loans (488,032,946) (118,003)
Issue of FCCB - 4,194,500,000
Redemption of Debentures (65,656) (18,102)
Repayment of Short term funds (150,000,000) 150,000,000
Deferred Luxury Tax Repayment (208,336,070) (153,962,252)
Issue of Debentures 1,500,000,000
Loan advanced to Subsidiary - -
Receipt of Intercorporate Deposit 150,000,000 -
Buyback of FCCB (net of discount of Rs. 646,368,529) (1,531,531,080) -
Debentures / FCCB Issue Expenses (31,900,000) (81,941,322)
Repayment of Finance Lease Liabilities (542,540) (2,054,121)
Dividend Paid (Including Dividend Tax) (219,155,047) (73,710,898)
Income from Derivatives (26,365,758) 57,816,846
Interest Paid (201,182,719) (308,960,132)
Miscellaneous Expenditure – (298,500)
Net Cash Flow from Financing Activities 715,976,409 10,268,290,707
NET CHANGES IN CASH AND CASH EQUIVALENTS (2,652,590,052) 2,832,266,857
CASH AND CASH EQUIVALENTS ATTHE START OF THE YEAR 2,958,326,437 126,059,579
CASH AND CASH EQUIVALENTS AT THE END OF THE YEAR 305,736,385 2,958,326,437

& CFO
Madhu Nair
R. Venkatachalam
C.K. Kutty

Statement Pursuant to Section 212 of the Companies Act, 1956

relating to Subsidiary Companies
1 Name of the Wholly-owned : Amin Group Leela Hotels and Iskon Estates Pvt. Ltd.
Subsidiaries Hotel Limited Palaces Limited (w.e.f. 10th Jan. 2009)
2 Financial year of the
subsidiary ended on : 31st March, 31st March, 31st March, 2009
2009 2009
3 Number of shares of the
subsidiary company held by
the Holding Company on the
above date
a) Number and Face Value : 6,120 Equity 500,000 Equity 10,00,000 Equity Shares
Shares of Shares of Rs.10/- of Rs.10/- each
Rs.100/- each each
fully paid-up
b) Extent of holding : 99.35% 100% 100%
4 The net aggregate amount of
Profit/(Losses) of the
Subsidiary Company for
the above financial year, so far
as they concern the Members
of the Company
(i) dealt within the accounts
of the Company:
(a) For the financial year ended -18,430 -205,068 -720,199
31st March, 2009
(b) For the previous financial -11,55,335 N.A. -720,199
years since these became
subsidiaries of the Company
(ii) not dealt with in the
accounts of the Company:
(a) For the financial year Nil Nil Nil
ended 31st March, 2009
(b) For the previous financial
years since these became Nil N.A. N.A.
subsidiaries of the Company
Capt. C.P. Krishnan Nair Chairman
Vivek Nair Vice Chairman &
Managing Director
Director - Finance & CFO Venu Krishnan Deputy Managing Director
Madhu Nair
M. Narasimham
Anna Malhotra
Dinesh Kalani Anil Harish Directors
R. Venkatachalam
C.K. Kutty

SUMMARIZED FINANCIAL INFORMATION IN RESPECT OF SUBSIDIARIES OF THE
COMPANY IN COMPLIANCE WITH THE TERMS OF APPROVAL OF THE MINISTRY OF
CORPORATE AFFAIRS UNDER SECTION 212(8) OF THE COMPANIES ACT, 1956
The Company has received the approval of Ministry of Corporate Affairs under Section 212(8) of the Companies
Act, 1956 vide its letter No.47/227/2009-CL-III dated 17.04.2009 exempting the Company from attaching
the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Companies to its Annual
Accounts for the financial year ended 31.3.2009. The information as required in terms of the aforesaid letter
of approval is furnished below:
In Rupees
Name of Financial Paid Up Reserves Total Total Investments Turnover Profit/ Provision Profit/ Profit/
subsidiary Year / Capital Assets Liabilities (Loss) for (Loss) (Loss)
companies Period before taxation after after Prior
taxation taxation Items
1 Amin Group 01.04.2008
Hotel Limited to 616000 104625 1481653 1999295 82932 0 (18430) - (18430) (18430)
31.03.2009
2 Leela Hotels 06.12.2007 500000 300550 5618 (205068) (205068) (205068)

and Palaces to
Limited 31.03.2009
3 Iskon Estates 01.04.2008 10000000 81691977 77450478 547877 (720199) (720199) (720199)
Private to
Limited 31.03.2009
4. Leela Hotels & Palaces (Bangalore) Private Limited

5. Leela Hotels & Palaces (Chennai) Private Limited
6. Leela Hotels & Palaces (Kovalam) Private Limited
7. Leela Hotels & Palaces (Pune) Private Limited
8. Leela Hotels & Palaces (Hyderabad) Private Limited Refer
9. Leela Hotels & Palaces (Delhi) Private Limited Note No. 3
10. Leela Hotels & Palaces (Udaipur) Private Limited
11. Leela Hotels & Palaces (Goa) Private Limited
Notes:
1. None of the above subsidiaries has proposed any dividend.
2. The Company shall provide to any member on request the Annual Accounts of the subsidiaries and other related
information at any point of time. Copies of the Annual Accounts of the subsidiaries shall be available for inspection by any
member at the Registered Office of the Company and its subsidiaries on any working day.
3. The Registrar of Companies, Maharashtra has approved the striking off of the names of 8 subsidiary companies mentioned
at Sr. No.4 to 11 above during the financial year on their voluntary application to remove their names form the Register
of Companies.
Capt. C.P. Krishnan Nair Chairman
Vivek Nair Vice Chairman &
Managing Director
Director - Finance & CFO Venu Krishnan Deputy Managing Director
Madhu Nair
M. Narasimham
Anna Malhotra
Dinesh Kalani Anil Harish Directors
R. Venkatachalam
C.K. Kutty

For any assistance pertaining to • Room Reservations • Conferences • Weddings • Holiday Packages and weekend
offers at The Leela Palaces, Hotels and Resorts please feel free to contact our Hotels & Sales Offices below:
The Leela Palaces, Hotels & Resorts
The Leela Kempinski Kovalam Beach, Kerala
The Leela Kempinski Mumbai
Trivandrum -695527
Sahar
Kerala
Mumbai - 400 059
Tel: +91 471 248 0101
Tel: +91 22 6691 1234/19/20
Fax: +91 471 248 1522
Fax: +91 22 6691 1212/1452
E-Mail: reservations.kovalam@theleela.com
E-Mail: reservations.mumbai@theleela.com
The Leela Kempinski Udaipur
The Leela Palace Kempinski Bangalore
Lake Pichola,
23 Airport Road,
P.O.Box No.125, Udaipur-313 001
Bangalore - 560008
Tel: +91 294-6701234
Tel: +91 80 2521 1234
Fax: +91 294-6701212
Fax: + 91 80 2521 7234
E-Mail: reservations.udaipur@theleela.com
E-Mail: reservations.bangalore@theleela.com
The Leela Kempinski Gurgaon, Delhi NCR
The Leela Kempinski Goa
Ambience Island
Cavelossim, Mobor, Salcette
National Highway - 8
Goa - 403 731
Gurgaon -122 002
Tel: +91 832 287 1234
Tel: +91 (0) 124 477 1234
Fax: +91 832 287 1352
Fax: +91 (0) 124 477 1235
E-Mail: reservations.goa@theleela.com
E-Mail: reservations.gurgaon@theleela.com
Regional Sales & Marketing Offices in India
Mum bai Hyderabad Pune

8-2-601/2, 1st Floor, Sneha Leela
19/20, Shubdha Towers, 1237 Apte Road Deccan Gymkhanna
Banjara Hills, Road No 10, Near
Sir Pochkanwala Road , Pune -411004
Noor Nager,
Maharashtra
Worli, Mumbai - 400025, India Hyderabad - 500 034 Tel: +91 20 2553 9079 / 2551 3054
Tel: +91 22 6610 0662 Tel : +91 040 2354 7506 Fax: +91 20 2553 0874
Fax: +91 22 6610 0660 Fax: +91 (40) 2354 6713 E-Mail: rso.pune@theleela.com
E-Mail: rso.mumbai@theleela.com E-Mail: rso.hyderabad@theleela.com
Ahmedabad
Windex Tours and Travels
New Delhi
Bangalore 97/98 Chinu Bhai Tower,
905 Arunachal Building, Ashram Road
23 Kodihalli, Airport Road Barakhamba Road Ahmedabad -380009, Gujarat
Bangalore 560008, Karnataka New Delhi - 110001 Tel: +91 79 658 3004/6122
Tel: +91 11 2332 5553/5554, Fax: +91 79 658 0299
Tel - 080 - 25211234
+91 11 2335 6491/6492 E-Mail: windex@satyam.net.in
E-Mail: rso.banglore@theleela.com
Fax: +91 11 2335 2041
Jaipur
E-Mail: rso.delhi@theleela.com Ashoka Holidays
Chennai Ashoka Vatika, Queens Road
Also Towers No 2, 7 Floor Kolkata Crossing, Ajmer Road
DBS Center Jaipur - 302019
186/187, Poonamallee High Rd
10/2 Hungerford Street, Kolkata - Tel: +91 141 281 1244, +91
Chennai -600031 141 281 1747
700017
Tel: +91 44 2532 2926/3503 Fax: +91 141 281 1180
Tel: + 91 (33) 4050 9200
E-Mail:
Fax: +91 44 2532 3508 Fax:+ 91 (33) 4050 9300. info@ashokaholidays.com
E-Mail: rso.chennai@theleela.com E-Mail: rso.kolkata@theleela.com
Toll-free No. : 1-800-222-444 (MTNL & BSNL) • Others 6000 2233 or visit www. theleela.com

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Annual Report 2008-09

Registrar & Share Transfer Agents

Bankers / Financial Institutions

28th Annual General Meeting

Hotel Leelaventure Limited 5

6 Hotel Leelaventure Limited

Hotel Leelaventure Limited 7

Mumbai By Order of the Board of Directors

8 Hotel Leelaventure Limited

NOTES FOR MEMBERS ATTENTION

Hotel Leelaventure Limited 9

NOTES FOR MEMBERS ATTENTION (contd.)

10 Hotel Leelaventure Limited

Hotel Leelaventure Limited 11

EXPLANATORY STATEMENT (contd.)

12 Hotel Leelaventure Limited

EXPLANATORY STATEMENT (contd.)

Sr. No. Particulars Remuneration

1 (a) Basic Salary Rs.214,500/- per month.

2. Other Allowances Rs.36,053/- per month

Hotel Leelaventure Limited 13

EXPLANATORY STATEMENT (contd.)

Sr. No. Particulars Remuneration

1 (a) Basic Salary Rs. 214,500/- per month.

(b) Annual Increment With authority to the Board to sanction annual

2. Other Allowances Rs.36,053/- per month

14 Hotel Leelaventure Limited

EXPLANATORY STATEMENT (contd.)

Sr. No. Particulars Remuneration

1 (a) Basic Salary Rs. 214,500/- per month.

(b) Annual Increment With authority to the Board to sanction annual

2. Other Allowances Rs.36,053/- per month

Mumbai, 27th June, 2009 By Order of the Board of Directors

Hotel Leelaventure Limited 15

Details of the Directors seeking re-appointment at the forthcoming

16 Hotel Leelaventure Limited

Financial Year Financial Year

2. Revaluation of Land Assets

Hotel Leelaventure Limited 17

DIRECTORS’ REPORT (contd.)

Particulars Euro Bonds US$ Bonds

4. Issue of Secured Redeemable Non-convertible Debentures

5. Dividend on Equity Shares

Name of the Unit 2008-09 Percentage of Percentage of

The Leela, Mumbai 145.49 33% 177.39 35%

The Leela, Goa 61.82 14% 60.94 12%

The Leela, Kovalam 53.67 12% 51.15 10%

Total 437.70 100% 504.97 100%

18 Hotel Leelaventure Limited

DIRECTORS’ REPORT (contd.)

9. Expansion / Up-gradation Plans

DIRECTORS’ REPORT (contd.)

The Leela IT Park, Chennai:

The Leela Palace, Chennai:

The Leela Palace, New Delhi:

10. Audit Observation:

1 1 . Awards and Accolades:

20 Hotel Leelaventure Limited

DIRECTORS’ REPORT (contd.)

1 2 . Management Discussion and Analysis (MDA)

1 7 . Wholly-owned Subsidiary Companies and Consolidated Financial Statements

Hotel Leelaventure Limited 21

DIRECTORS’ REPORT (contd.)

1 9 . Directors’ Responsibility Statement