Directors' report to the Shareholders 1. Operations / State of the Company's Affairs The New Management is taking all steps to revive the operations of the Company. The New Management has been successful in getting additional funds as Share Capital which is very much required to settle the old and long pending dues of the Company. As such, the New Management is in the process of working out an elaborate Business Plan to restart the operations at the earliest and to ensure that the operations remain profitable. The New Management requests the support and patronage of all the shareholders in this regard to accomplish this mission 3. Dividend Considering the financial results of the Company for the year ended review, the Board of Directors could not consider payment of any dividend to the shareholders. 4. Trasnsfer to Reserves The Company does not propose to be transferred out of the current profits to the General Reserve. 5. Fixed Deposits The Company has not accepted any public deposits andas such, no amount on account of principal or intereston public deposits was outstanding as on the date of the balance sheet. 6. Listing Your Company's equity shares are currently listed on BSE Limited, Mumbai. The Company also paid listing fees to BSE Limited for the financial year 2015-2016. However trading of your company shares has been suspended and we have already taken necessary to steps to revoke the suspension of our security listed at BSE Limited. 7. Share Capital The paid up equity share capital as on March 31, 2015 was Rs. 9,00,00,000. During the year under review, your Company did not issue shares with differential voting rights / sweat equity. 8. Significant or Material Orders Passed By regulators/Courts During the year under review, there were no significant or material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future 9. Material Changes and Commitment Affecting Financial Position of the Company There are no material changes and commitments, affecting financial position of the Company which have occurred between the end of the financial year of the Company i.eMarch 31, 2015, and the date of the Directors' Report 10. Corporate social responsibility With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs.1000 crores or more or net profit of Rs.5 crore or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years.Accordingly the provisions of CSR activities under Companies Act 2013 do not apply to your company 11. Corporate Governance The report on Corporate Governance is attached in this report 12. Subsidiary Company has no subsidiary as on date of this Balance Sheet. 13. Consolidation of Accounts In accordance with the Notification issued by the Ministry of Corporate Affairs, Government of India, to amend the Companies (Accounts) Rules, 2014, Vide notification dated 14th October 2014, No. G.S.R. 723(E), in rule 6, after the existing proviso, of the Companies (Accounts) Rules, 2014. As such Consolidation of Accounts is not applicable for the current financial year. Disclosure under Companies Act, 2013 14. Related Party Transaction All related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. In view of this, disclosure in form AOC-2 has not been provided as the same is not applicable to the Company During the year, the Company has not entered into any contract/arrangement with related parties which could be considered materially significant related party transactions. The details of the transaction with Related Partyare provided in the accompanying financia lstatements 15. Extracts of Annual Return The details forming Part of the Extracts of Annual Return is annexed. 16 Composition of Board There are two independent directors including one women director and one executive director and two non executive directors. 17. Board Meetings During the year, Four Board Meetings were convened and held. 18.Composition of Audit Committee The Board has not constituted a Audit Committee after new management has inducted as the Boad of the company, However the same has been Constituted as on date. 19. Disclosure of Information as required under section 134 (3) (m) of the Companies Act, 2013 (ACT) read with the companies (Accounts) Rules, 2014 (i) CONSERVATION OF ENERGY The Company values the significance of conservation of energy and hence continuous efforts are made for judicious use of energy at all levels of operations by utilising energy efficient systems and processes. Towards achievement of this objective, steps have been initiated including use of energy efficient LED lights and energy management systems at our kitchen/offices. Further, certain initiatives are being implemented for optimisation of electricity and LPG usage. Some of the actions planned for next year include replacement of energy intensive pumps with high efficiency systems, replacement of energy intensive fans with energy efficient fans. Operational measures include close monitoring and control of energy consumption and frequent energy audits by the hotel Engineering Department. Your Company remains focused on giving importance towards conservation of energy, which results is savings in consumption of electricity, a significant component of the energy cost, in an ongoing process. (ii) Technical Absorption The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivity in all the Guest House. 20. Insurance All insurable interests of the Company including, buildings, furniture and fixtures and other insurable interest are adequately insured. 21. Auditors (i). Statutory Auditors The statutory Auditors, M/s U.C. Bhandri & Co. have expressed their unwillingness to be re-appointed as the auditors of the Company. A special notice has been received under section 140(4)(i) of the Companies Act, 2013 from a member proposing appointment of M/s Bala & Co, Chartered Accountants, as the statutory auditors. The Board has considered the qualifications and experience of the proposed auditors and has recommended their appointment. The Board of Directors has also considered the matter and recommends the passing of the Special Resolution appointing M/s. Bala & Co, Chartered Accountants, as statutory auditors in place of the retiring Auditor M/s U.C. Bhandri & Co. Written consent of the proposed auditors together with a certificate that the appointment, if made, shall be in accordance with the conditions specified in Rule 4 of the Companies (Audit and Auditors) Rules, 2014 has been received (ii). Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr. M. Damodaran, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith. With respect to the observation made in the secretarial audit report is self explanatory not neccessary to give separate reply its Directors Report. Apart from the above observation, there are no qualifications, reservations or adverse remarks made by Mr. M. Damodaran, Company, Practising Company Secretary, Secretarial Auditors of the Company in their secretarial audit report INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY: The Company has an internal Control System, commensurate with size, scale and complexity of its operations. The scope and authority of the internal Audit function is well defined in the organization. To maintain its objectivity and independence, . The Finance and Accounts Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. 22. Directors' Responsibility Statement Pursuantto Section 134 (5)of the companiesAct, 2013,The Board of Directors of the company here by state and confirm that: a) In the preparation of Annual Accounts,the applicable Accounting Standards have been followed along with proper explanation relating to material departures; b) The Directors have selected such Accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true & fair view of the state of affairs of the company at the end of the financial year31st March 2015 and of the Profit and loss of the Company forth at period; c) The Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safe guarding the assets of the Company and for preventing & detecting fraud and other irregularities; d) The Directors had prepared the Annual Accounts on a going concern basis; and e) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively. 23. Directors Appointment of Additional Directors: During the year the Company has appointed Five Directors on board as Additional Directors. They are Mr.Muralidharan Ramasamy, Rajakumar Kumaruvelayatha Nadar, Vaithyalingam Anbalagan, Sundaresan Vairakan and Freeda Gnanaselvam Kanagiah. Accordingly, all the aforementioned persons were appointed as an Additional Directors with effect from 01.10.2015, 10.10.2015 and 27.11.2015 rerspectively to hold office till the conclusion of ensuring Annual General Meeting. Appointment of Managing Director Subject to the approval of the members in the ensuing AGM, the Board of Directors appointed Mr Vaithyalingam Anbalagan as a Managing Director of the Company with effect from 10.10.2015 for a period of three yeras Appointment of Independent Directors: During the year the Company has appointed Mr.SundaresanVairakan and Freeda gnanaselvam kanagiah as Independent Directors as per Section 149(4) of Companies Act, 2013 for a period of Five Consecutive years with effect from 53rd Annual General Meeting. Resignation of Directors: During the year Sivaram Raghavan , CL Ravichandran, Subramanian Kalyanam ,Karthik P Sivaram, Maruthai Pillai Sivaram, Sankaranarayanan Subramanian, Shameer Ahamed , Natesa Pillai Subramanian , Venkatesalyer Viswanaathan , Kasirajan Rengaswamy and Muthiah Senthilnathan have resigned from the Board on 02.03.2015 and Kamal Kumar Babbar and Baldwin Manohar Rabu have resigned from the Board on 30.09.2015 and 22.09.2015 respectively. The Board places on record its sincere appreciation for the valuable services rendered by them. Independent Directors Declaration: All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements. VIGIL MECHANISM / WHISTLE BLOWER POLICY Pursuant to Section 177(9) and (10) of the Companies Act, 2013, the Companyshall establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed. The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Codes of Conduct or policy. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment. The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. BOARD EVALUATION Pursuant to the Provisions of the Companies Act, 2013, the Boardhas carried out an Annual Performance Evaluation ofits own performance and that of its Directors individually. Human Resources Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. It considers people as its biggest assets. your Company consistently develops inspiring, strong and credible leadership. Particulars of Employees Information required to be furnished under the provision of the Companies Act 2013 read with the rule made there under, is not applicable since none of the employee are receiving remuneration as mentioned in the said rules and Act. Acknowledgement Your Directors take this opportunity to thank the Company's customers, shareholders, suppliers, bankers, financial institutions and the Central and State Governments for the irunstinted support. The Directors would also like to place on record their appreciation to employees at all levels for their hard work, dedication and commitment. For and on Behalf of Board of Directors VaithyalingamAnbalagan Muralidharan R -sd- Managing Director -sd- Director Place: Chennai Date: 30/11/2015 |