Balaji Hotels & Enterprises Ltd.
|BSE: 530471||Sector: Others|
|NSE: BALAJHOTEL||ISIN Code: INE454A01011|
|BSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
|NSE LIVE 05:30 | 01 Jan||Stock Is Not Traded.|
Balaji Hotels & Enterprises Ltd. (BALAJHOTEL) - Director Report
Company director report
To the Members
The Board of Directors of your company have pleasure in presenting before you the 26thAnnual Report of the Company together with the Audited Statements of Accounts for thefinancial year ended 31 st March 2015.
CONTENTS OF THE REPORT
1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS: (InRs)_
There were no operations during the year. The Company is exploring possibility of tyingup with strategic partners for infusion of funds into the company to take up any businessoperation subject to obtaining shareholders and necessary government approvals if any.The Company is also looking at possibilities of merger.
2. EVENTS SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
There are no material events that have occurred after the date of closure of financialstatements which may adversely impact the business of the Company.
3. CHANGE IN THE NATURE OF BUSINESS IF ANY:
There has been no change in the nature of business of the Company during the FinancialYear.
The Company is not recommending any dividend for this financial year in view of lossesincurred by the company.
5. AMOUNT IF ANY CARRIED FORWARD TO RESERVES:
There are no amounts transferred to reserves by the company in view of the lossesincurred during the financial year2014-15.
6. BOARD MEETINGS:
The Board of Directors met 8 times during this financial year on 22 April 2014 26 May201411 July 201422 August 2014 13 October 2014 17 November 2014 12 January 2015 and31 March 2015.
7 DIRECTORS AND KEY MANAGERIAL PERSONNEL:
Mr.M Sreenivasulu Reddy (DIN - 00035021) was appointed as a promoter/ NonExecutive Director with effect from 09/11/1993
Mr.Dharmaraj was appointed as a promoter/ Non Executive Director with effectfrom 04/08/1989 (DIN -00316960)
Mr.M Masthan Reddy as a Non Executive Director with effect from 03/10/1994 (DIN- 00777491)
Mr. D Balakoteswara Rao was appointed as a Non Executive Director andIndependent Director with effect from 03/10/1994 (DIN - 00777408)
8. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declarations from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6) andthe extract of the Declaration is given inAnnexurel
9. COMPOSITION OF AUDIT COMMITTEE:
The Company has a qualified and independent Audit Committee comprising of threedirectors as members of which Two-thirds of the members are independent directors. Allmembers of audit committee are financially literate with the Chairman of the Committeehaving the experience in finance accounting having requisite professional certificationin accounting financial management experience.
None of the members receive directly or indirectly any consulting advisory orcompensatory fees from the Company.
Meetings and Attendance for the year ended 20142015
The audit committee met 5 times during the year ended 31st March 2015. The Meetingsheld during the year were on 02.05.2014 28.05.2014 18.07.201405.11.2014 and 06.02.2015
10. VIGIL MECHANISM:
Vigil Mechanism cum Whistle Blower Policy is set in place and attached in ANNEXURE III
11. DIRECTOR'S RESPONSIBILITY STATEMENT:
In pursuance of section 134 (5) of the Companies Act 2013 the Directors herebyconfirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and 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 thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
12.INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THESUBSIDIARIES/ASSOCIATES/ JV
The company does not have any subsidiaries associates or joint ventures.
13. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act2013 and rule 12(1)of theCompanies (Management and Administration) Rules 2014 an extract of annual return in MGT9 is given as a part of this Annual Report underANNEXURE IV
Ms.PA Reddy & Co. Chartered Accountants and CNGSN & Associates CharteredAccountants Chennai Statutory Auditors of the Company retire at the ensuring AnnualGeneral Meeting. Their reappointment is recommended.
Secretarial audit report as provided by Mr.P Krishna Kumar Practicing CompanySecretary is annexed to this Report as ANNEXURE V
16. COMMENTS ON INDEPENDENT AUDIT REPORT AND SECRETARIAL AUDIT REPORT:
(a) STATUTORY AUDIT REPORT:
The company is negotiating with the lender for one time settlement hence no interest isprovided.
The company did not have any operations during the year under review. Board felt thatit is imprudent to have key managerial personnel and women director on the Board whenthere is no business. The company will consider appointing the KMP and women director whenthe operations are started.
3. The company has got no operations during the year. Board feels that the companycannot afford listing fee and other listing agreement compliances at this juncture. Thecompany shall consider initiating remedial measures when the company starts commercialoperations.
4. In view of the confusion in interpreting the clauses of the new Companies Act 2013the company defaulted in filing few forms with the Ministry of Corporate Affairs. Boardwill henceforth take remedial action to complete the procedures under the Companies Act2013.
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:
The Company informs that the disclosure of particulars under section 134(3)(m) of the
Companies act 2013 read with Rule 8 (3) of Companies (Accounts) Rules 2014 relatingto conservation of Energy etc is not applicable to the Company as no energy intensiveworks are undertaken by the company.
Particulars relating to Technology Absorption etc. have not been furnished as theCompany has neither undertaken any Research & Development activities in any Field ofoperations nor imported any technology thereto. There are no foreign exchange earnings oroutgo.
18. DETAILS RELATING TO DEPOSITS IF ANY:
The Company has not accepted any deposits during the Financial Year.
19. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:
The Company has duly complied with the provisions of Section 186 of the Companies Act2013 as it has not given any loans guarantees and investments during the financial year.
20. RISK MANAGEMENT:
The Company has a well defined Risk Management Policy in place. The fact that the Risksand Opportunities are inevitably intertwined is a well recognised policy by the Companyand thus aims to identify manage and minimize risks strategically. It is committed toembedding risk management throughout the organisation and its systems and controls aredesigned to ensure that exposure to significant risk is properly managed. With thepredefined risk management principles and policy the Company identifies categorizesassess and addresses risks.
Key Elements of Risks:
(i) Global Economic Situation: The Economic environment around the world is showingsign of growth. Growth in the hotel industry has been fairly positive.
(ii) Cost pressure: Increasing operating cost may create a pressure on margin. TheCompany is focusing to put up framework for cost management.
(iii) Regulatory risks: Any Change in regulations in the field of our operations wouldhave an impact on the operations. The Company is vigilant on such changes for easyadaptability.
(iv) Emerging Trend: New services products technologies and trends used in hotelindustry may impact consumers' behaviour. The
Company continuously scan business environment for early detection of emerging trend.
21. RELATED PARTY TRANSACTIONS:
There are no related party transactions during the financial year under review undersection 188 of the CompaniesAct2013.
22. FORMAL ANNUAL EVALUATION:
Criteria for evaluation of performance of Independent Directors Committees and theBoard has been laid by the Nomination and Remuneration Committee for their formalevaluation using various professional attributes including expertise skills behaviourexperience leadership qualities knowledge performance culture responsibility etc.Evaluation of Directors' performance based on the criteria is done periodically or asdecided by the Nomination and Remuneration Committee and the same is reported to theBoard in case of challenging situations.
23. DISCLOSURE ABOUT COST AUDIT:
Provisions relating to Cost Audit are not applicable to the Company as there are nobusiness operations during the financial year.
24. RATIO OF REMUNERATION TO EACH DIRECTOR:
At present Directors are not receiving any remuneration from the company in view of thefinancial constraints. Nomination and Remuneration Policy of the company is giveninAnnexure II.
25. LISTING WITH STOCK EXCHANGES:
The shares of the Company are listed on BSE Limited Madras Stock Exchange andHyderabad Stock Exchanges. Presently Madras Stock Exchange and Hyderabad Stock Exchangeare closed and not doing any business. However trading is suspended by the Bombay StockExchange for non-payment of listing fee due to company's financial position.
The company confirms that the Secretarial Standards as applicable on the date of thisreport are followed by the Company.
27.CORPORATE SOCIAL RESPONSIBILITY COMMITTEE (CSR):
i) Terms of reference:
The terms of reference of the CSR Committee are as follows:
Formulate and recommend to the Board a Corporate Social Responsibility Policy whichshall indicate the activities to be undertaken by the Company; Recommend the amount ofexpenditure to be incurred on the activities referred to in above; and monitor theCorporate Social Responsibility Policy of the Company from time to time.
The company has not undertaken any CSR activity during the financial year in view ofthe losses incurred.
28.DISCLOSURE AS REQUIRED UNDER SECTION 22 OF SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
The Internal Complaints Committee ("ICC") has been set up to redress thecomplaints received regarding sexual harassment. All employees are covered under thispolicy. The following is the summary of the complaints received and disposed off duringthe financial Year 2014-15: a) No. of complaints received: NIL b) No. of complaintsdisposed off: NIL
Your directors thank and acknowledge the continuous co-operation and assistanceextended by Bank of Baroda and Indian Bank BSE Limited Cameo Corporate Services Ltd.employees shareholders who are patronizing the well being of the company.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
To the shareholders of Balaji Hotels and Enterprises Limited
I undertake to comply with the conditions laid down in section 149 and Schedule IV ofthe Companies Act 2013 in relation to conditions of independence and in particular:
(a) I declare that up to the date of this certificate I did not have any materialpecuniary relationship or transactions with the Company its promoter its directorssenior management or its holding Company its subsidiary and associates as named in theAnnexure thereto which may affect my independence as director on the Board of the Company.I further declare that I will not enter into any such relationship/transactions. Howeverif and when I intend to enter into such relationships/transactions whether material ornon-material I shall keep prior approval of the Board. I agree that I shall cease to be anindependent director from the date of entering into such relationship/transaction.
(b) I declare that I am not related to promoters or persons occupying managementpositions at the Board level or at one level below the board and also have not beenexecutive of the Company in the immediately preceding three financial years.
(c) I was not a partner or an executive or was also not partner or executive during thepreceding three years of any of the following:
(i) the statutory audit firm or the internal audit firm that is associated with theCompany and
(ii) the legal firm(s) and consulting firm(s) that have a material association with thecompany
(d) I have not been a material suppliers service provider or customer or lessor orlessee of the company which may affect independence of the director and was not asubstantial shareholder of the Company i.e. owning two percent or more of the block ofvoting shares!
D Balakoteswara Rao
Nomination and Remuneration Policy of Balaji Hotels and Enterprises Limited
This Nomination and Remuneration Policy is being formulated in compliance with Section178 of the Companies Act 2013 as amended from time to time. This policy on nominationand remuneration of Directors Key Managerial Personnel and Senior Management has beenformulated by the Nomination and Remuneration Committee (NRC or the Committee) and hasbeen approved by the Board of Directors in their meeting held on 12th January 2015.
"Remuneration" means any money or its equivalent given or passed to anyperson for services rendered by him and includes perquisites as defined under theIncome-tax Act 1961;
"Key Managerial Personnel" means:
(i) Managing Director or Chief Executive Officer or Manager and in their absence aWhole-time Director;
(ii) Chief Financial Officer;
(iii) Company Secretary; and
(iv) such other officer as may be prescribed.
"Senior Managerial Personnel" means the personnel of the company who aremembers of its core management team excluding Board of Directors. Normally this wouldcomprise all members of management of rank equivalent to General Manager and aboveincluding all functional heads.
The objective of the policy is to ensure that
(A) the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;
(B) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
(C) remuneration to directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals.
Role of the Committee:
The role of the NRC will be the following:
(i) To formulate criteria for determining qualifications positive attributes andindependence of a Director.
(ii) To formulate criteria for evaluation of Independent Directors and the Board.
(iii) To identify persons who are qualified to become Directors and who may beappointed in Senior Management in accordance with the criteria laid down in this policy.
(iv) To carry out evaluation of Director's performance.
(v) To recommend to the Board the appointment and removal of Directors and SeniorManagement.
(vi) To recommend to the Board policy relating to remuneration for Directors KeyManagerial Personnel and Senior Management.
(vii) To devise a policy on Board diversity composition size.
(viii) Succession planning for replacing Key Executives and overseeing.
(ix) To carry out any other function as is mandated by the Board from time to time and/ or enforced by any statutory notification amendment or modification as may beapplicable.
(x) To perform such other functions as may be necessary or appropriate for theperformance of its duties.
APPOINTMENT AND REMOVAL OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT
(i) The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend his / her appointment as per Company's Policy.
(ii) A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has authority to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the position.
(iii) The Company shall not appoint or continue the employment of any person asWhole-time Director who has attained the age of seventy years. Provided that the term ofthe person holding this position may be extended beyond the age of seventy years with theapproval of shareholders by passing a special resolution.
a) Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive Chairman ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.
b) Independent Director:
An Independent Director shall hold office for a term up to five consecutive years onthe Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.
No Independent Director shall hold office for more than two consecutive terms of uptomaximum of 5 years each but such Independent Director shall be eligible for appointmentafter expiry of three years of ceasing to become an Independent Director.
Provided that an Independent Director shall not during the said period of three yearsbe appointed in or be associated with the Company in any other capacity either directlyor indirectly.
At the time of appointment of Independent Director it should be ensured that number ofBoards on which such Independent Director serves is restricted to seven listed companiesas an Independent Director and three listed companies as an Independent Director in casesuch person is serving as a Whole-time Director of a listed company or such other numberas may be prescribed under the Act.
The Committee shall carry out evaluation of performance of Director KMP and SeniorManagement Personnel yearly or at such intervals as may be considered necessary.
The Committee may recommend with reasons recorded in writing removal of a DirectorKMP or Senior Management Personnel subject to the provisions and compliance of theCompanies Act 2013 rules and regulations and the policy of the Company.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.
POLICY FOR REMUNERATION TO DIRECTORS/KMP/SENIOR MANAGEMENT PERSONNEL
(i) Remuneration to Managing Director/Whole-time Directors:
(ii) The Remuneration/ Commission etc. to be paid to Managing Director / Whole-timeDirectors etc. shall be governed as per provisions of the Companies Act 2013 and rulesmade there under or any other enactment for the time being in force and the approvalsobtained from the Members of the Company.
(iii) The Nomination and Remuneration Committee shall make such recommendations to theBoard of Directors as it may consider appropriate with regard to remuneration to ManagingDirector / Whole-time Directors.
(iv) Remuneration to Non- Executive / Independent Directors:
(v) The Non-Executive / Independent Directors may receive sitting fees and such otherremuneration as permissible under the provisions of Companies Act 2013. The amount ofsitting fees shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors.
(vi) All the remuneration of the Non- Executive / Independent Directors (excludingremuneration for attending meetings as prescribed under Section 197 (5) of the CompaniesAct 2013) shall be subject to ceiling/ limits as provided under Companies Act 2013 andrules made there under or any other enactment for the time being in force. The amount ofsuch remuneration shall be such as may be recommended by the Nomination and RemunerationCommittee and approved by the Board of Directors or shareholders as the case may be.
(vii) Any remuneration paid to Non- Executive / Independent Directors for servicesrendered which are of professional in nature shall not be considered as part of theremuneration for the purposes of clause (b) above if the following conditions aresatisfied:
(viii) The Services are rendered by such Director in his capacity as the professional;and
(ix) In the opinion of the Committee the director possesses the requisitequalification for the practice of that profession.
(x) Remuneration to Key Managerial Personnel and Senior Management:
The remuneration to Key Managerial Personnel and Senior Management shall consist offixed pay and incentive pay in compliance with the provisions of the Companies Act 2013and in accordance with the Company's Policy.
(xi) The Fixed pay shall include monthly remuneration employer's contribution toProvident Fund contribution to pension fund pension schemes etc. as decided from timeto time.
(xii) The Incentive pay shall be decided based on the balance between performance ofthe Company and performance of the Key Managerial Personnel and Senior Management to bedecided annually or at such intervals as may be considered appropriate.
(i) The Committee may issue guidelines procedures formats reporting mechanism andmanuals in supplement and for better implementation of this policy as consideredappropriate.
(ii) The Committee may Delegate any of its powers to one or more of its members.
Vigil mechanism & whistle blower policy of Balaji Hotels and Enterprises LimitedPreface
Balaji Hotels and Enterprises Lmited (Company) is committed to conducting its businessin accordance with applicable laws rules and regulations and the highest standards ofbusiness ethics and to full and accurate disclosures. The Company believes in the conductof the affairs of its constituents in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behavior. The purpose of thismechanism is to eliminate and help to prevent malpractices to investigate and resolvecomplaints take appropriate action to safeguard the interests of the Company and toensure that any person making a complaint (referred to as "a whistleblower") isprotected while at the same time actively discouraging frivolous and insubstantialcomplaints. Company shall oversee the vigil mechanism through Audit committee and if anyof the members of the committee have a conflict of interest in a given case they shouldrecuse themselves and the others on the committee would deal with the matter on hand.
Scope of Vigil Mechanism
1. To act as an additional internal element of the Company's compliance and integritypolicies.
2. Not a substitute for other formal internal arrangements and procedures.
3. Seeks to ensure that anyone who is aware (director or employee of the company) of abreach of Company policies and procedures suspected or actual frauds and embezzlementillegal unethical behavior or violation of company's code of conduct or ethics etc.feels free to bring this to the attention of appropriate personnel in the Company withoutfear of victimization harassment or retaliation.
This Mechanism applies to the following:
(i) All the Directors
(ii) All the employees and ex-employees and their representative bodies of differentdepartments of the Company
(iii) All the Business Associates of the Company
Compliance with Laws Rules and Regulations
Section 177 of the Companies Act 2013 provides for a requirement for all listedcompanies to establish a mechanism called 'Vigil Mechanism' for all the Directors andemployees to report to the management instances of unethical behaviour actual orsuspected fraud or violation of the Company's code of conduct or ethics policy.
Accordingly this Vigil Mechanism is required to provide adequate safeguards againstvictimization of persons who use such mechanisms and also to ensure direct access to theChairman of the Audit Committee in appropriate or exceptional cases.
(i) Act" means the Companies Act 2013 and relevant rules; as amended from time totime;
(ii) Audit Committee" means a Committee constituted by the Board of Directors ofthe Company in accordance with the Companies Act 2013;
(iii) "Board" means the Board of Directors of the Company;
(iv) "Company" means Balaji Hotels and Enterprises limited
(v) "Disciplinary Action" means any action that can be taken on thecompletion of / during the investigation proceedings including but not limiting to awarning imposition of fine suspension from official duties or any such action as isdeemed to be fit considering the gravity of the matter.
(vi) "Directors" means all the directors of the Company including directorsof its subsidiaries and associates.
(vii) "Employee" means every employee on the permanent or temporary rolls ofthe Company and ex-employees including its subsidiaries and associates (whether working inIndia or abroad) and includes their representative bodies.
(viii) "Fraud" in relation to affairs of a company or an body corporateincludes any act omission concealment of any fact or abuse of position committed by anyperson or any other person with the connivance in any manner with intent to deceive togain undue advantage from or to injure the interests of the company or its shareholdersor its creditors or any other person whether or not there is any wrongful gain orwrongful loss.
(ix) "Investigation Subject" means a person or group of persons against or inrelation to whom a Protected Disclosure is made or evidence gathered during the course ofan investigation.
(x) "Policy" means The Vigil Mechanism/Whistle Blower Policy.
(xi) "Protected Disclosure" means any communication made in good faith by thewhistle blower that discloses or demonstrates information that may indicate evidencetowards unethical or improper activity.
(xii) "Reporting Authority" means any member of the Audit Committee.
(xiii) "Whistle Blower" means a person making a Protected Disclosure underthis Policy. Whistle Blower or complainant could be Director(s)/employee/ex-employeeincluding their representative bodies /business associate whether at the Senior Managementlevel or at lower level.
(xiv) Wrongful Gain" means the gain by unlawful means of property to which theperson gaining is not legally entitled.
(xv) "Wrongful Loss" means the loss by unlawful means of property to whichthe person losing is legally entitled.
The information on suspected wrongful conduct should be such information which isintended to cover serious concerns that could have a large impact on the Company such asactions that:
1. Abuse of Authority
2. Breach of contract
3. Negligence causing substantial and specific danger to public health and safety
4. Manipulation of company data/records
5. Financial irregularities including fraud or suspected fraud
6. Criminal offence
7. Pilferation of confidential/propriety information
8. Deliberate violation of law/regulation
9. Wastage/misappropriation of company funds/assets
10. Breach of employee Code of Conduct or Rules
11. Any other unethical biased favoured imprudent event
12. Amount to serious improper conduct including any kind of harassment (sexual orotherwise)
The above list is only illustrative and should not be considered as exhaustive.
Policy should not be used in place of the Company grievance procedures or be a routefor raising malicious or unfounded allegations against colleagues.
1. Whistle Blower can make Protected Disclosure to Reporting Authority as soon aspossible after becoming aware of the suspected or actual frauds and embezzlement illegalunethical behavior or violation of company's code of conduct or ethics etc.
2. Whistle Blower must put his/her name to allegations. Concerns expressed anonymouslyWILL NOT BE investigated.
3. If initial enquiries by the Reporting Authority indicate that the concern has nobasis or it is not a matter to be investigation pursued under this Policy it may bedismissed at this stage and the basis for such dismiss will be recorded and such decisionwill be documented.
4. Where initial enquiries indicate that further investigation is necessary this willbe carried through either by the Reporting Authority.
Documentation and Reporting
1. Written report of the findings would be made. The record would include:
(i) Facts of the Matter
(ii) Whether the Protected Disclosure was raised previously by anyone or not and ifmade the outcome thereof;
(iii) Whether any Protected Disclosure was raised previously against the sameInvestigation Subject; (i v) The financial/ otherwise loss which has been incurred / wouldhave been incurred by the Company.
(v) Findings of Reporting authority;
(vi) Impact Analysis (If applicable).
(vii) The timeline forfinal decision of investigation (Maximum 15 days).
2. In case the Protected Disclosure is proved take such Disciplinary Action as theCommittee may think fit and take preventive measures to avoid reoccurrence of the matter;
(i) In case the Protected Disclosure is not proved extinguish the matter and take noteof the same; Or
(ii) Depending upon the seriousness of the matter the Committee may refer the matterto the Audit Committee with proposed disciplinary action/countermeasures. In case theAudit Committee thinks that the matter is too serious it can further place the matterbefore the Board with its recommendations. The Board may decide the matter as it deemsfit.
(iii) In case of repeated frivolous complaints being filed by a director or anemployee the audit committee may take suitable action against the concerned director oremployee including reprimand.
(iv) In exceptional cases where the Whisfle Blower is not satisfied with the outcomeof the investigation and the decision he/she can make a direct appeal to the Chairman ofthe Audit Committee.
(i) No unfair treatment will be meted out to a Whistle Blower by virtue of his/herhaving reported a Protected Disclosure under this Policy.
(ii) The Company as a policy condemns any kind of discrimination harassmentvictimization or any other unfair employment practice being adopted against WhistleBlower. Complete protection will therefore be given to Whistle Blower against any unfairpractice like retaliation threat or intimidation of termination/suspension of servicedisciplinary action transfer demotion refusal of promotion discrimination any type ofharassment biased behavior or the including any direct or indirect use of authority toobstruct the Whistle Blower's right to continue to perform his duties/functions includingmaking further Protected Disclosure.
(iii) As a matter of general deterrence the Company shall publicly inform employees ofthe penalties imposed and discipline of any person from misconduct arising fromretaliation.
(iv) Any investigation into allegations of potential misconduct will not influence orbe influenced by any disciplinary or redundancy procedures already taking place concerningan employee reporting a matter under this policy.
(v) The Company will take steps to remove difficulties if any which the Whistle Blowermay experience as a result of making the Protected Disclosure. Thus if the Whistle Bloweris required to give evidence in criminal or disciplinary proceedings the Company willarrange for the Whistle Blower to receive advice about the procedure etc.
(vi) The identity of the Whistle Blower shall be kept confidential.
(vii) Any other Employee assisting in the said investigation or furnishing evidenceshall also be protected to the same extent as the Whistle Blower.
The independent directors shall ascertain and ensure that the company has an adequateand functional vigil mechanism and to ensure that the interests of a person who uses suchmechanism are not prejudicially affected on account of such use;
Secrecy and Confidentiality
The Whistle Blower the Investigation Subject Audit Committee and everyone involvedin the process shall;
1. maintain complete confidentiality/ secrecy of the matter
2. not discuss the matter in any informal/social gatherings/meetings
3. discuss only to the extent or with the persons required for the purpose ofcompleting the process and investigations
4. not keep the papers unattended anywhere at any time
5. keep the electronic mails/files under password
If anyone is found not complying with the above he/ she shall be held liable for suchdisciplinary action as is considered fit.
A quarterly report with number of complaints received under the Policy and theiroutcome shall be placed before the Audit Committee.
The Company reserves the right to amend or modify this Policy in whole or in part atany point of time. Any amendment to the Policy shall take effect from the date when it isapproved by the Audit Committee of the Company and hosted on the Company website.
ANNEXURE - IV
Annual Return Extracts in MGT 9
Form No. MGT-9
EXTRACT OF ANNUAL RETURN as on the financial year ended on 31st March 2015
[Pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of the Companies
(Management and Administration) Rules 20141
I. REGISTRATION AND OTHER DETAILS:
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:
To carry on the business of hotels and related businesses. No activity was carried onduring the financial year2014-15 therefore providing product codes do not arise.
III. PARTICULARS OF HOLDING SUBSIDIARY & ASSOCIATE COMPANIES:
The company does not have any holding subsidiary or associate companies.
IV. i. SHAREHOLDING PATTERN (Equity Share capital Break up as % to totalEquity)(provided in the annexure)
ii. SHARE HOLDING OF PROMOTERS: Annexure
iii. CHANGE IN PROMOTERS' SHAREHOLDING (SPECIFY IF THERE IS NO CHANGE). Annexure
iv. Shareholding Pattern of top ten Shareholders (other than Directors Promoters& Holders of GDRs & ADRs)Annexure
Indebtedness of the Company including interest outstanding/accrued but not due forpayment.
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
1) . Mr.M Sreenivasulu Reddy (DIN - 00035021- Promoter/ Non Executive Director
2) . Mr.M Dharmaraj (DIN-00316960) Promoter/Non Executive Director
3) . Mr.M Masthan Reddy (DIN-00777491 Non Executive Director and Independent Director
4) . Mr. D Balakoteswara Rao(DIN- 00777408) Non Executive Director and IndependentDirector
VII. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Nil
VIII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: Nil
IX. STATEMENT SHOWING DETAILS OF EMPLOYEES OF THE COMPANY (drawing 60 lakhs peryear or Rs. 5 lakhs per month: Nil
Form No. MR-3
Secretarial Audit Report for the financial year ended 31.03.2015
Pursuant to Section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and
Remuneration of Managerial Personnel) Rules 2014]
BALAJI HOTELS AND ENTERPRISES LIMITED
CIN : L55101TN1989PLC046781
BAZULLAH ROAD T NAGAR
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. BALAJI HOTELS ANDENTERPRISES LIMITED (hereinafter called the Company). Secretarial Audit was conducted in amanner that provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon. Based on my verification of the bookspapers minute books forms and returns filed and other records maintained by the Companyand also the information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the Company has during the audit period ended on 31 st March 2015 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting maqe hereinafter. The members are requested to read this report alongwith my letter dated 29.05.2015 annexed to this report as Annexure -A:
1. I have examined the books papers minute books forms and returns filed and otherrecords maintained by M/s. BALAJI HOTELS AND ENTERPRISES LIMITED ("The Company")for the period ended on 31st March 2015 according to the provisions of:
I. The Companies Act 2013 (the Act) and the Rules made thereunder;
II. The Securities Contracts (Regulation) Act 1956 ('SCRA') and the Rules madethereunder;
III. The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
IV. Foreign Exchange Management Act 1999 and the Rules and Regulations made thereunderto the extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
V. The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992('SEBIAct')>
a. The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
b. The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
c. The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; and
d. The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
VI. The Listing Agreements entered into by the Company with:
a. BSE Limited and
b. Madras Stock Exchange Limited
2. I have been informed that for the financial year ended on 31 st March 2015:
i) The Company was not required to maintain books papers minute books form andreturns filed or other records according to the provisions of the following regulationsand Guidelines prescribed under the SEBI Act:
a) The Securities and Exchange Board of Indiaflssue and Listing of Debt Securities)Regulations 2008;
b) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998;
c) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009;
d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999;
ii) As informed by the management there are no other laws specifically applicable tothe Company the books papers minute books forms and returns of which were required tobe examined by me for the purpose of this report.
3. I have not examined compliance with the Secretarial Standards 1 and 2 issued by TheInstitute of Company Secretaries of India as they become applicable only from 1 st July2015.
4. During the period under review the Company has complied with the provisions of theAct Rules Regulations and Agreements mentioned under paragraph 1 above to the extentapplicable subject to my observations place in Annexure B to this report.
5. I further report that:
i. The Board of Directors of the Company is duly constituted. However there are noexecutive directors in the Board. There were no changes in the composition of the Board ofDirectors during the period under review.
ii. Adequate notice is given to all directors to schedule the Board Meetings agendaand detailed notes on agenda were sent at least seven days in advance and a system existsfor seeking and obtaining further information and clarifications on the agenda itemsbefore the meeting and for meaningful participation at the meeting.
iii. Majority decision is carried through. I have been informed that there were nodissenting members' views on any of the matters during the year that were required to becaptured and recorded as part of the minutes.
iv. There was no prosecution initiated and no fines or penalties were imposed duringthe year under review under the Act SEBIAct SCRA Depositories Act Listing Agreementand Rules Regulations and Guidelines framed under these Acts against / on the Companyits Directors and Officers.
v. The Directors have complied with the disclosure requirements in respect of theireligibility of appointment their being independent and compliance with the Code ofBusiness Conduct & Ethics for Directors and Management Personnel.
6. I further report that the compliance by the Company of applicable financial lawslike direct and indirect tax laws has not been reviewed in this Audit since the same havebeen subject to review by other designated statutory professionals.
7. I further report that based on the information received and records maintained thereare adequate systems and processes in the Company commensurate with the size andoperations of the Company to monitor and ensure compliance with applicable laws rulesregulations and guidelines.
BALAJI HOTELS AND ENTERPRISES LIMITED CIN: L55101TN1989PLC046781
NEW N0.34 OLD N0.76 BAZULLAH ROAD T NAGAR CHENNAI - 600017.
Annexure - A
Our Secretarial Audit Report of even date is to be read along with this letter.
1. Maintenance of secretarial records is the responsibility of the management of thecompany. My responsibility is to make a report based on the secretarial records producedfor our audit.
2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. I believe that the processes and practices I followed provide areasonable basis for my report.
3. I have not verified the correctness and appropriateness of financial records andbooks of accounts of the company.
4. Compliance with the provision of Corporate and other applicable laws rulesregulation standards is the responsibility of the management. My examination was limitedto the verification of procedure on a test basis.
5. I have obtained the management's representation about the compliance of laws rulesand regulations and happening of events wherever required.
6. While forming an opinion on compliance and issuing this report I have also takeninto consideration the compliance related action by the Company after 31 st March 2015but before the issue of this report.
7. I have also considered compliance related actions taken by the Company based uponindependent legal/professional opinions obtained with reference to the compliance of theCompanies Act 2013 where there was scope for multiple interpretations especially sincethe financial year ended 31 st March 2015 was the first full financial year in which thesaid Act became operational.
8. My secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness which the management has conducted theaffairs of the Company.
Annexure - B
1. In terms of section 203 of the Companies Act 2013 the company being a listedcompany is required to have a whole-time key managerial personnel under sub-section(i)(ii) & (iii). The Company did not have whole-time key managerial personnel undersub-section (i)(ii) & (iii) of section 203 of the Companies Act 2013 for the entirefinancial year ended 31st March 2015.
2. The Company did not have woman director in its Board as envisaged under section 149of the Companies Act 2013.
3. The Company has not paid the listing fee to the stock exchanges and also defaultedin compliance of various Clauses of the listing agreement such as clause 41 47 etc. ofthe Listing Agreement resulting in suspension of trading of shares on the stock exchanges.
4. The forms are generally filed with the Ministry of Corporate Affairs within theprescribed time except certain instances of delay.
STATEMENT SHOWING SHARE HOLDING PATTERN TABLE (I) (a)
(1)(B) STATEMENT SHOWING HOLDING OF SECURITIES (INCLUDING SHARES WARRANTS CONVERTIBLESECURITIES) OF PERSONS BELONGING TO THE CATEGORY "PROMOTER AND PROMOTER GROUP"