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Oriental Hotels Ltd.

BSE: 500314 Sector: Services
NSE: ORIENTHOT ISIN Code: INE750A01020
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OPEN 38.35
PREVIOUS CLOSE 37.75
VOLUME 3118
52-Week high 48.70
52-Week low 20.00
P/E 85.33
Mkt Cap.(Rs cr) 686
Buy Price 38.05
Buy Qty 60.00
Sell Price 38.40
Sell Qty 183.00
OPEN 38.35
CLOSE 37.75
VOLUME 3118
52-Week high 48.70
52-Week low 20.00
P/E 85.33
Mkt Cap.(Rs cr) 686
Buy Price 38.05
Buy Qty 60.00
Sell Price 38.40
Sell Qty 183.00

Oriental Hotels Ltd. (ORIENTHOT) - Director Report

Company director report

BOARDS' REpORT

Boards' Report To the Members:

The Directors are pleased to present the 47th Annual Report of the Company along withthe audited financial statements for the financial year ended March 31 2017.

Pursuant to the notification dated February 16 2015 issued by the Ministry ofCorporate Affairs the Company has adopted the Indian Accounting Standards ("Ind AS") notified under the Companies (Indian Accounting Standards) Rules 2015 with effectfrom April 1 2016. Financial statements for the year ended and as at March 31 2016 havebeen restated to conform to Ind AS.

1. Financial Results

Particulars Year Ended March 31 2017 Year Ended March 31 2016
Rs. in lakhs Rs. in lakhs
Gross Revenue 34460 31626
Profit before Depreciation Finance cost and Tax 5874 3584
Profit/(Loss) before Exceptional Items and Tax 156 (1965)
Exceptional Items (net) 42 (633)
Profit/(Loss) Before Tax 199 (2598)
Tax Expense:
-Current Tax 180 105
-Deferred Tax (135) (919)
Profit/(loss) After Tax 153 (1785)
Earnings per share ( Rs. ) 0.09 (1.00)

State of Company's affairs Operating Results

The Revenue from operations amounts to Rs. 33349 lakhs for the period ended March 312017 increased by Rs. 2401 lakhs (7.76%) as compared to previous year. Room Income stoodat Rs. 16354 lakhs an increase of Rs. 1257 lakhs (8.33%) compared to previous year. TheF&B Income increased by Rs. 626 lakhs compared to previous year.

Total expenditure for the period ended as at March 31 2017 amounted to Rs. 34304lakhs increased by Rs. 712 lakhs (2.12%) as compared to previous year.

The Profit (EBITDA) before depreciation finance cost & Tax for the year endedMarch 31 2017 amounted to Rs. 5874 lakhs increased by Rs. 2290 lakhs (64%)compared to previous year. The Profit before exceptional item(s) for the year ended March31 2017 amounted to Rs. 156 lakhs as against a loss of Rs. 1965 lakhs of the previousyear. The taxation expense (including deferred tax) for the year ended March 31 2017amounted to Rs. 45 lakhs. The Profit after Tax for the year ended March 31 2017 stood atRs. 153 lakhs as against a loss of Rs. 1785 lakhs of the previous year. NCD redemptionreserve for the year ended March 31 2017 amounted to Rs. 2007 lakhs after the transfer ofRs. 153 lakhs to the debenture redemption reserve during the year. No transfer was made toGeneral Reserve during the year ended March 31 2017.

Dividend

Considering the capital requirement to maintain the Debenture Redemption Reserve to thetune of 25% of value of debentures and due to inadequate profits in the reserves theBoard do not recommend any dividend on equity shares for the period ended on March 312017.

Share Capital

The paid up Equity Share Capital of the Company as on March 31 2017 was Rs. 1759lakhs comprising of 178599180 Equity Shares having face value of Rs. 1 each. TheCompany has not issued any equity shares during the financial year 2016-17.

Borrowings

The Company's borrowings as at March 31 2017 on a standalone basis stood at Rs. 32232lakhs as against Rs. 31742 lakhs as at March 31 2016 and on a consolidated basisborrowings stood at Rs. 32232 lakhs as on March 31 2017 as against Rs. 31742 lakhs ascompared to the previous year.

Non-Convertible Debentures (NCDs)

During the year the Company has neither issued nor redeemed any NCDs. As on March 312017 the outstanding NCDs amounts to Rs. 20000 lakhs comprising of 1000 ‘Series -A Senior Secured Redeemable Non Convertible Debentures' having of face value Rs. 10 lakhsaggregating to Rs. 10000 lakhs with coupon rate of 10.25% per annum and 1000‘Series - B Senior Secured Redeemable Non Convertible Debentures' having of facevalue Rs. 10 lakhs aggregating to Rs. 10000 lakhs with coupon rate of 2% at an yield tomaturity rate of 10.25% per annum. The NCDs are listed in the Wholesale Debt Market (WDM)segment at National Stock Exchange of India Ltd.

Fixed Deposits

The Company has not accepted any public deposit and as such no amount on account ofprincipal or interest on public deposits was outstanding as on the date of the balancesheet. Acceptance and renewal of fixed deposits were discontinued with effect fromFebruary 17 2003 and July 2009 respectively.

Particulars of loans Guarantees and Investments of the Company under Section 186 ofthe Act

The Company has not given any loans or provided any security during the financial yearunder review. The particulars of existing loans and investments have been disclosed undernotes to financial statements.

Dividend Distribution Policy

As per regulation 43A of the SEBI (Listing Obligations and Disclosures) Regulations2015 top 500 listed companies (based on market capitalization of every financial year)shall formulate a Dividend Distribution Policy which shall be disclosed in their annualreports and on their website. Your Company has adopted this policy on voluntary basis aspart of its corporate governance practices.

The policy is given in the Annexure 2 to this report and is also available on theCompany's website at http://orientalhotels.co.in/wp-content/uploads/2017/05/OHL_Dividend_ Distribution_Policy.pdf

Business Overview

The Indian Travel and Tourism Industry has been instrumental to the nation's economicgrowth. Over the years it has also emerged as a significant source of foreign exchangeand a large employment generator.

India's Travel & Tourism sector ranks 7th in the world in terms of its totalcontribution to the country's GDP shows a new report by the World Travel & TourismCouncil (WTTC). According to the new data Travel & Tourism generated INR14.1 trillion(USD208.9 billion) in 2016 which is the world's 7th largest in terms of absolute sizethe sum is equivalent to 9.6% of India's GDP. Additionally the sector supported 40.3million jobs in 2016 which ranks India 2nd in the world in terms of total employmentsupported by Travel & Tourism. The sector accounts for 9.3% of the country's totaljobs. India's Travel & Tourism sector was also the fastest growing amongst the G20countries growing by 8.5% in 2016. A further 6.7% growth is forecast for 2017. India'sstrong Travel & Tourism figures are predominantly generated by domestic travel whichaccounts for 88% of the sector's contribution to GDP in 2016.

Financial information of Subsidiary & Associates

The Consolidated Financial Statements of the Company and its subsidiary/associates areprepared in accordance with the accounting principles generally accepted in Indiaincluding the Indian Accounting Standards (Ind AS) specified under Companies (IndianAccounting Standards) Rules 2015 of the Companies Act 2013 and form part of the AnnualReport.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the Consolidated Financial Statements and related information of theCompany and audited accounts of the subsidiary may be accessed on Company's website atthe link: http://www.orientalhotels.co.in/investors/financial-results/annual/. Thedocuments will also be kept at the Registered Office of the Company and will be availableto members seeking information at any time. The Company is having an overseas subsidiaryas on March 31 2017 and there has been no material change in the nature of business ofsubsidiary. The Minutes of the Subsidiary Company along with the financial statements wereplaced and reviewed by the Board of Directors.

Salient features pertaining to Subsidiary / Joint Venture / Associate as required bySub-Section 3 of Section 129 of the Companies Act 2013 (‘Act') read with Rule 5 ofCompanies (Accounts) Rules 2014 is furnished hereto in the Annexure-1.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were onan arm's length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. There were no materially significant Related PartyTransactions made by the Company during the year that would have required Shareholderapproval under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015. All Related Party Transactions are placed before the Audit Committee for approval. Astatement containing the details of all Related Party Transactions has been placed beforethe Audit Committee for its review on a quarterly basis. The Policy on materiality ofrelated party transactions and on dealing with related party transactions as approved bythe Board may be accessed on Company's website at the link:http://orientalhotels.co.in/wp-content/uploads/2017/01/RELATED-PARTY-TRANSACTIONS-POLICY.pdf Disclosures as required under Ind-AS 24 in respectof Related Party Transactions have been made under Note 43 of the Notes to the standalonefinancial statements. There were no transactions during the year which would requiredisclosure in Form AOC 2.

Risk Management

The Company has constituted a Risk Management Committee voluntarily as a measure ofgood governance and management practice. The policy framework enables the Company toidentify and evaluate risks and opportunities. This framework seeks to createtransparency minimize adverse impact on business objective and enhance the Company'scompetitive advantage. The risk framework defines the risk management approach across theCompany at various levels including documentation and reporting. The Policy frameworkenables the Company to evaluate risks appropriately rate these risks and grade the samein accordance with their potential impact and likelihood. The two key components of risksare the probability (likelihood) of occurrence and the impact (consequence) of occurrenceif the risk occurs. Risk is analyzed by combining estimates of probability and impact inthe context of existing control measures.

The Company has laid down procedures to inform Audit Committee as well as the Board ofDirectors about the risk assessment and management procedures and status. These proceduresare periodically reviewed to ensure that the executive management monitors and controlsrisks.

Directors and Key Managerial Personnel (KMP)

The Board of Directors based on the recommendations of Nomination and RemunerationCommittee (NRC) appointed Mr. Phillie Dara Karkaria as an Additional Director under thecategory of Independent Director with effect from January 23 2017. He holds office uptothe date of the forthcoming Annual General Meeting and is further proposed to be appointedas Independent Director of the Company for a period of five years commencing from his dateof appointment. The Company has received declarations from all the Independent Directorsconfirming that they meet the criteria of independence as prescribed both under the Actand SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

In accordance with provisions under the Companies Act 2013 and Articles of Associationof the Company Mr. Rakesh Kumar Sarna retires by rotation and is being eligible forre-appointment.

Mr. Anil P Goel a Non-Executive Director on the Board of the Company representingIndian Hotels Company Ltd (IHCL) had resigned from the Board with effect from October 152016 due to his retirement from IHCL. Mr. D R Kaarthikeyan one of the IndependentDirectors on the Board of the Company had resigned from the Board with effect fromOctober 5 2016.

Mr. Mohan Jayaraman Chief Financial Officer and one of the Key Managerial Personnel ofthe Company had resigned with effect from September 16 2016. Consequent to theresignation of Mr. Mohan Jayaraman the Board on the recommendation of the Nomination andRemuneration Committee appointed Mr. Rajneesh Jain as Chief Financial Officer with effectfrom September 17 2016 and designated him as one of the Key Managerial Personnel of theCompany pursuant to Section 203 of the Companies Act 2013.

Board and Committee Meetings

The Board of Directors has met four (4) times during the year mainly to review andconsider the quarterly financial results of the Company. Details of the composition of theBoard and its Committees and of the meetings held and attendance of the Directors at suchMeetings are provided in the Corporate Governance Report. The intervening gap between theMeetings was within the period prescribed under the Companies Act 2013 and SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

Director's Responsibility Statement

Based on the framework of internal financial controls and compliance systemsestablished and maintained by the Company work performed by the internal statutory andsecretarial auditors including audit of internal financial controls over financialreporting by the statutory auditors and the reviews performed by Management and therelevant Board Committees including the Audit Committee the Board is of the opinion thatthe Company's internal financial controls were adequate and effective during the financialyear 2016 – 17.

Accordingly pursuant to Section 134(3) (c) and 134(5) of the Act the Board ofDirectors to the best of their knowledge and ability confirm that:

i. in the preparation of the annual accounts the applicable accounting standards havebeen followed and that there are no material departures;

ii. they have selected such accounting policies and applied them consistently madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year March 312017 and of the profit or loss of the Company for that

period;

iii. they have taken proper and sufficient care for maintenance of adequate accountingrecords in accordance with the provisions of the Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;

iv. they had prepared the annual accounts on a going concern basis;

v. they have laid down the internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively;

vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

Internal Controls Systems and Adequacy

The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function iswell defined in the organization. To maintain its objectivity and independence theInternal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control systems of the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of InternalAudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionssuggested are presented to the Audit Committee of the Board.

Internal financial controls means the policies and procedures adopted by the Companyfor ensuring the orderly and efficient conduct of its business including adherence toCompany's policies safeguarding of its assets prevention and detection of frauds anderrors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information.

Vigil Mechanism / Whistle Blower Policy

The Company has adopted a Whistle Blower Policy to provide a mechanism for theDirectors and employees to report genuine concerns about any unethical behaviour actualor suspected fraud or violation of the Company's Code of Conduct. The provisions of thispolicy are in line with the provisions of Section 177 (9) of the Act and the SEBI (Listing

Obligations and Disclosure Requirements) Regulations 2015. The whistle blower policymay be accessed on the Company's website at the link:http://orientalhotels.co.in/wp-content/uploads/2017/01/WHISTLE-BLOWER-POLICY-AND-VIGIL-MECHANISM.pdf

Significant and Material Orders passed by the Regulators

During the year under review no significant and material orders were passed by theregulators or courts or tribunals impacting the going concern status and future operationof the Company.

Corporate Social Responsibility

Your Company is intrinsically associated with the society and environment by upholdingits businesses with transparency and commitment. It has evolved an approach to leverageCSR as a potent long-term goal towards ‘Value Creation' for all its stakeholders.Your Company works towards facilitating sustainable livelihoods by providing adequateopportunities to the youth of rural and less-privileged sectors of society. Your Company'shotel units which are in smaller cities are engaged in community initiatives such aseducation and nutritional awareness. The units have consumed home made local produces fromself-help groups without compromising the product quality.

During the year company has constituted a Corporate Social Responsibility Committeecomprising of Mr. Vijay Sankar Independent Director Mr. D Vijayagopal ReddyNon-executive Director and Mr. Pramod Ranjan Managing Director to administer the CSRactivities of the Company.

The Company does not fall under the category of companies required to spend theprescribed amount towards CSR activities due to the losses suffered by the Company.However the Company had spent Rs. 34 lakhs during the financial year 2016 – 17 on avoluntary basis through its various hotel units towards education and other socialwelfare measures which includes payment of school fees distributing rice to thefisherman's family during the non-fishing period etc.

Policies

The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatedthe formulation of certain policies for all listed companies. All our corporate governancepolicies are available on our website (http://orientalhotels. co.in/investors/policies).The policies are reviewed periodically by the Board and updated based on need and newcompliance requirement. In addition to the Code of Conduct key policies that have beenadopted by the Company are as follows:

Name of the Policy Brief Description Web link
Whistleblower Policy (Policy on vigil mechanism) The Company has adopted the whistleblower mechanism for directors and employees to report concerns about unethical behavior actual or suspected fraud or violation of the Company's code of conduct and ethics. There has been no change to the Whistleblower Policy adopted by the Company during fiscal 2016-17. http://orientalhotels.co.in/wp-content/ uploads/2017/01/WHISTLE-BLOWER- POLICY-AND-VIGIL-MECHANISM.pdf
Policy on Material Subsidiaries The policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company and to provide the governance framework for them. http://orientalhotels.co.in/wp- content/uploads/2017/01/POLICY- FOR-DETERMINING-MATERIAL- SUBSIDIARIES.pdf
Related Party Transaction Policy Code of Conduct for Prevention of Insider Trading The policy regulates all transactions between the Company and its related parties The policy provides the framework in dealing with securities of the Company. http://orientalhotels.co.in/wp-content/ uploads/2017/01/RELATED-PARTY- TRANSACTIONS-POLICY.pdf http://orientalhotels.co.in/wp-content/ uploads / 2017 / 02 / CODE - OF- CONDUCT-FOR-PREVENTION-OF- INSIDER-TRADING.pdf
Code of Corporate Disclosure Practices This provides clear guidelines for timely adequate and universal dissemination of information and disclosure of Unpublished Price Sensitive Information http://orientalhotels.co.in/wp- content/uploads/2017/01/CODE- OF-CORPORATE-DISCLOSURE- PRACTICES.pdf
Policy for Determining Materiality for Disclosures This policy governs the determination of materiality of an event or information for the purpose of disclosures to be made by the Company to the Stock Exchanges. This policy has to be read in congestion with the code of corporate disclosure practices framed by the company under Insider Trading Regulation http://orientalhotels.co.in/wp-content/ uploads/2017/01/POLICY- ON- MATERIALITY-OF-EVENTS.pdf
Website Archival Policy The policy deals with the retention and archival of corporate records from the website of the Company. http://orientalhotels.co.in/wp- content/uploads/2017/02/WEBSITE- ARCHIVAL-POLICY.pdf
Dividend Distribution Policy Guidelines for the Board and the Management in declaration and distribution of dividend with a view to ensure fairness transparency sustainability and consistency in the decision for distributing profits to shareholders. http://orientalhotels.co.in/wp-content/ uploads/2017/05/OHL_Dividend_ Distribution_Policy.pdf

Remuneration Policy

The Company had adopted a Remuneration Policy for the Directors KMP and otheremployees pursuant to the provisions of the Act.

The key principles governing the Company's Remuneration Policy are as follows:

Remuneration for Independent Directors and Non-Independent Non-Executive Directors

Independent Directors (ID) and Non-Independent Non-Executive Directors (NINED) may bepaid sitting fees for attending the meetings of the Board and of Committees of which theymay be members and receive commission within regulatory limits as recommended by the NRCand approved by the Board.

Overall remuneration should be reasonable and sufficient to attract retain andmotivate Directors aligned to the requirements of the Company taking into considerationthe challenges faced by the Company and its future growth imperatives.

Remuneration paid should be reflective of the size of the Company complexity of thesector/ industry/Company's operations and the Company's capacity to pay the remunerationand be consistent with recognized best practices.

The aggregate commission payable to all the NEDs and IDs will be recommended by the NRCto the Board based on Company performance profits return to investors shareholder valuecreation and any other significant qualitative parameters as may be decided by the Board.The NRC will recommend to the Board the quantum of commission for each Director based uponthe outcome of the evaluation process which is driven by various factors includingattendance and time spent in the Board and Committee Meetings individual contributions atthe meetings and contributions made by Directors other than in meetings.

The remuneration payable to Directors shall be inclusive of any remuneration payablefor services rendered in any other capacity unless the services rendered are of aprofessional nature and the NRC is of the opinion that the Director possesses requisitequalification for the practice of the profession.

Remuneration for Managing Director (MD)/ Key Managerial Personnel (KMP)/ rest of theEmployees

The extent of overall remuneration should be sufficient to attract and retain talentedand qualified individuals suitable for every role. Hence remuneration should be marketcompetitive driven by the role played by the individual reflective of the size of theCompany complexity of the sector/ industry/ Company's operations and the Company'scapacity to pay consistent with recognized best practices and aligned to any regulatoryrequirements.

Basic/ fixed salary is provided to all employees to ensure that there is a steadyincome in line with their skills and experience. In addition the Company providesemployees with certain perquisites allowances and benefits to enable a certain level oflifestyle and to offer scope for savings. The Company also provides all employees with asocial security net subject to limits by covering medical expenses and hospitalizationthrough re-imbursements or insurance cover and accidental death etc. The Company providesretirement benefits as applicable.

In addition to the basic / fixed salary benefits perquisites and allowances asprovided above the Company provides MD such remuneration by way of commissioncalculated with reference to the net profits of the Company in a particular financialyear as may be determined by the Board subject to the overall ceilings stipulated inSection 197 of the Act. The specific amount payable to the MD would be based onperformance as evaluated by the NRC and approved by the Board.

The Company provides the management employees a performance linked bonus. Theperformance linked bonus would be driven by the outcome of the performance appraisalprocess and the performance of the Company.

It is affirmed that the remuneration paid to Directors KMP and all other employees isas per the Remuneration Policy of the Company.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 (‘the Rules') allunpaid or unclaimed dividends are required to be transferred by the Company to the IEPFestablished by the Central Government after the completion of seven years. Furtheraccording to the Rules the shares in respect of which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the demat account created by the IEPF Authority. Accordingly the Company hastransferred the unclaimed and unpaid dividends. Further the corresponding shares will betransferred as per the requirements of the IEPF rules details of which are provided onour website at http://orientalhotels.co.in/investors/unclaimed-amounts/transfers-to-iepf/

Evaluation of Board of Directors

The Board of Directors of the Company presently comprises nine (9) Non-ExecutiveDirectors and one Executive Director viz. the Managing Director. The Directors appointedon the Board are from diverse fields relevant to the Company's business havinglong-standing experience and expertise in their respective fields. They have considerableexperience in managing large corporate and have been in public life for decades.

Non-Executive Directors add substantial value through the deliberations at the meetingsof the Board and Committees thereof. To safeguard the interests of the investors theyalso play a control role in important Committees of the Board such as Audit CommitteeNomination & Remuneration Committee Stakeholders Relationship Committee etc. theDirectors play an important role by contributing to the deliberations of the CommitteeMeetings. Besides contributing at the meetings of the Board and Committees theNon-Executive Directors also have off-line deliberations with the Management of theCompany and add value through such deliberations.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive and non-executive directors.

Listing

The Equity Shares of your Company are listed at BSE Limited Mumbai (BSE) and theNational Stock Exchange of India Limited Mumbai (NSE) and the Global Depositary Receipts(GDRs) are listed at Luxembourg Stock Exchange. NCD's issued by the Company are listed atthe Wholesale Debt Market (WDM) segment of NSE. The Listing fees to these Stock Exchangesand custodian fees to depositories viz. NSDL and CDSL have been paid by the Company forthe financial year 2017-18.

Auditors and Auditor's Report (i) Statutory Auditors:

The tenure of present statutory auditor of the Company M/s SNB Associates CharteredAccountants (Firm Registration No: 015682N) shall end at the conclusion of ensuing AGM tobe held on July 25 2017. Taking into account that M/s SNB Associates CharteredAccountants have completed the maximum tenure permissible under the Companies Act 2013in line with the requirement of rotation of auditors prescribed under Section 139(2) ofthe Companies Act 2013 the Board based on the recommendation of Audit Committee andsubject to the approval of Members approved the appointment of M/s. PKF Sridhar andSanthanam LLP Chartered Accountants (Firm Registration No.: 003990S/ S200018) asStatutory Auditors of the Company for a term of 5 years commencing from the conclusion ofthe ensuing AGM. M/s. PKF Sridhar and Santhanam LLP Chartered Accountants have confirmedtheir willingness to act as statutory auditors and further confirmed that they are notdisqualified to be appointed as statutory auditor in terms of the provisions of theproviso to Section 139(1) Section 141(2) and Section 141(3) of the Act and the provisionsof the Companies (Audit and Auditors) Rules 2014. The Board recommends the appointment ofM/s. PKF Sridhar and Santhanam LLP Chartered Accountants as Statutory Auditors for theconsideration of shareholders in the ensuing AGM to be held on July 25 2017. The Board ofDirectors places on record its appreciation for the service rendered by M/s SNBAssociates Chartered Accountants as the statutory auditor of the Company.

The notes on financial statement referred to in the Auditor's Report are selfexplanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation adverse remark or disclaimer

(ii) Secretarial Auditors:

Pursuant to provisions under Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company had appointed M/s. S Sandeep & Associates Company Secretaries toundertake the Secretarial Audit of the Company for the financial year ended March 312017. The Secretarial Audit Report is attached as Annexure 1.

The Auditors' Report and Secretarial Audit Report for the financial year ended March31 2017 do not contain any qualification reservation adverse remark or disclaimer.

Corporate Governance Report Management Discussion & Analysis Report

As required under SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 the report on Management Discussion & Analysis Corporate Governance as well asthe Auditor's certificate on the compliance of Corporate Governance thereon are attachedand form part of the Annual Report.

Conservation of Energy Technology Transfer and Foreign Exchange Earnings and outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as required under Section 134(3)(m) of the Act read with Rule 8 of theCompanies (Accounts) Rules 2014 is furnished in the Annexure 3 to this report:

Particulars of Employees & Remuneration

The information required under section 197(12) of the Act read with rule 5 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is furnishedin the Annexure 4 to this report.

The information required under Rule 5 (2) and (3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is furnished in the Annexure formingpart of the Report. In terms of the first proviso to section 136 of the Act the Reportand accounts are being sent to the shareholders excluding the aforesaid Annexure. Anyshareholder interested in obtaining the same may write to the Company Secretary at theRegistered Office of the Company.

Disclosures as per the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

The Company has zero tolerance for sexual harassment at its workplace and has adopted aPolicy on prevention prohibition and redressal of sexual harassment at the workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace. During the year under review there wereno complaints on sexual harassment reported.

Extract of Annual Return

Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the Companies(Management and Administration) Rules 2014 the Extract of the Annual Return in Form MGT9 is attached as Annexure 5 to this report.

Acknowledgement

The Directors thank the Company's employees customers vendors investors and bankersfor their continued support during the year.

For and behalf of the Board
Rakesh Sarna
Place: Chennai (DIN:01875340)
Date: May 12 2017 Chairman