To the Members
The Directors have pleasure in presenting before you the 57th Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March 2019.
FINANCIAL SUMMARY OR HIGHLIGHTS / PERFORMANCE OF THE COMPANY
|Rs in lakhs|
|Particulars ||Financial year ended Mar 31 2019 ||Financial year ended Mar 31 2018 |
|Revenue from Operations||-||-|
|Less: Operating Expenditure||26.25||21.12|
|Earnings Before Interest Tax Depreciation & Amortization (EBITDA)||(26.25)||(21.12)|
|Add: Other income (net)||82.60||434.73|
|Less: Finance costs||444.29||28.47|
|Less: Depreciation & amortization expense||80.11||80.63|
|Less: Other expenses (net)||361.53||1700.86|
|Profit/ (Loss) before exceptional and Extraordinary items and tax||(829.58)||(1396.36)|
|Profit/ (Loss) before Extraordinary items and tax||(829.58)||(1396.36)|
|Profit / (Loss) before tax||(829.58)||(1396.36)|
|Profit / (Loss) after tax||(1814.46)||1390.30|
OPERATIONS & PERFORMANCE
Currently Our Company stopped its hotel operations and is presently under the process of renovating the Hotel premises. For this purpose Our Company has entered into a Memorandum of Agreement with M/s. Transform proprietorship concern to act as the Architect cum Project Management Consultant for the renovation and development of the Hotel building almost civil works (Including internal and external part of the premises) electrical works fire fighting & fire alarm works interior works networking & cctv works and other Works etc under the Completion stage.
Post completion of the renovation process Our Hotel shall comprise of around 80 well designed rooms which are expected to be equipped with modern amenities/facilities. Due to renovation of the Hotel the company was unable to generate any revenue in the year 2018-19. The renovation process is expected to be completed and the further the operations of the Hotel will be commenced by the end of the year.
As the Company has incurred loss in the year under review the Directors do not recommend dividend to its shareholders.
TRANSFER TO RESERVES
Due to Loss the company does not propose to be transferred to the General Reserve.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2019-20 to Bombay Stock Exchange where the Company's Shares are listed.
DEMATERIALISATION OF SHARES:
67.73% of the Company's paid up Equity Share Capital is in dematerialized form as on 31st March 2019 and balance 32.27 % ISIN physical form.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company hereby state and confirm that:
1 In the preparation of the annual accounts for the year ended 31st March 2019 the applicable accounting standards have been followed and there are no material departures;
2 They have 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 at the end of the financial year and of the profit of the Company for the same period ;
3 The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4 They have prepared the annual accounts on a going concern basis;
5 They have laid down internal financial controls that are adequate and were operating effectively.
6 They have devised proper systems to ensure compliance with the provisions of all applicable laws and these are adequate and are operating effectively.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Based on the internal financial controls and compliance systems established and maintained by the Company work performed by the internal statutory and secretarial auditors and reviews performed by the management the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2018-19.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31.03.2019 the composition of the Board of Directors and Key Managerial Personnel of your Company is as under:
|Vaithyalingam Anbalagan||Managing Director||Executive|
|Muralidharan Ramasamy||Director||Non - Independent Non - Executive|
|RajakumarKumaruvelayathanadar||Director||Non - Independent Non - Executive|
|Suyambu Narayanan||Director||Independent Non - Executive|
|FreedaGnanaselvamKanagiah||Director||Independent Non - Executive|
|Ajay Shukla||Company Secretary||-|
|Nagaraj P||Chief Financial Officer||-|
NUMBER OF BOARD MEETINGS HELD
The Board of Directors duly met 8 (times) times during the financial year from 1stApril 2018 to 31st March 2019.
CORPORATE SOCIAL RESPONSIBILITY
Since the Company is continuously incurring losses no CSR policy has been devised.
Company has no subsidiary as on date of this balance sheet.
As per SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 the Corporate Governance Report with Auditors' Certificate thereon and Management Discussion and Analysis Report are attached which form part of this report.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All new independent Directors inducted into the Board attend an Orientation program. The details of training and familiarization programme of the independent Directors are available on the website of the Company (www. arunahotels.com).
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS.
The Company's policy on Directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report which forms part of the Directors' report.
POLICY ON VIGIL MECHANISM (WHISTLEBLOWER POLICY)
The Company has formulated and published a POLICY ON VIGIL MECHANISM (WHISTLEBLOWER POLICY) for employees including Directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the Regulation 22 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (www.arunahotels.com).
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates the formulation of certain policies for all listed companies. All our corporate governance policies are available on our website (www.arunahotels.com). The policies are reviewed periodically by the Board and updated based on need and any compliance requirement.
In addition to its Code of Conduct and Ethics key policies that have been adopted by the Company are as follows:
|Name of the policy||Description||Web Link|
|Policy for determining material subsidiaries of the Company||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.||www.arunahotels.com|
|Related Party Transaction Policy||The policy regulates all transactions between the Company and its related parties||www.arunahotels.com|
|Non-Executive Directors Policies||The policy determines the criteria for payments made to Non-executive Directors||www.arunahotels.com|
|Preservation of document / website archival policy||The policy determines the criteria and time period for preservation of records and archival of corporate records from the website of the Company.||www.arunahotels.com|
|The policy provides the framework in dealing with securities of the Company.|
|The Insider Trading Policies were amended in line with SEBI|
|Insider Trading Policies||(Prohibition of Insider Trading) (Amendment) Regulations 2018. The key changes include inter alia change in the definition of designated persons maintenance of digital database internal controls and policy and procedure for inquiry in case of leak of UPSI. Further policy on determination of legitimate purpose was also adopted by the Board.||www.arunahotels.com|
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from every independent Director under Section 149(7) of the Companies Act 2013 that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
COMMITTEES OF THE BOARD
Currently the Board has three committees: the Audit Committee the Nomination and Remuneration Committee and the Stakeholders' Relationship Committee. The composition of all committees consists of independent Directors in majority. A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section of this Annual Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The details in respect of Internal Financial Control and their adequacy are included in the Management Discussion & Analysis Report which forms part of this report.
In accordance with the provisions of Section 139 of the Companies Act 2013 and Rules made there under M/s. Bala& Co. (Firm registration No. 000318S) Chartered Accountants were appointed as statutory auditors of the Company for a period of consecutive years at the Annual General Meeting held on 30.12.2015 who shall hold office until the conclusion of the 58th annual general meeting to be held for the financial year 2019-20 . The Auditors report Submitted by M/s. Bala& Co Chartered Accountants does not contain any qualification reservation adverse remark or disclaimer. The Auditors have not reported any fraud to the Audit Committee or the Board of Directors under Section 143 of the Companies Act 2013 during the year under review.
In accordance with the provisions of Section 138 of the Companies Act 2013 and Rules made there under M/s. Venkat &Rangaa (FRN:004597) Chartered Accountants were Re- appointed as the Internal Auditors of the Company for the financial year 2019-20.
M/S.JEEVANJYOTI NAYAK Practicing Company Secretaries were appointed to conduct the secretarial audit of the Company for the year 2018-19 as required under Section 204 of the Companies Act 2013 and Rules there under. The Secretarial Audit Report in Form MR-3 for the financial year 2018-19 does not contain any qualification observation reservation adverse remark or disclaimer. The Report submitted by Secretarial auditors has been annexed to this report.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITIOIN OF THE COMPANY.
No material changes and commitment affecting the financial position of the company occurred from the end of the financial year 2018-19 till the date of this report. Further there was no change in the nature of the Business of the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
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.
CONTRACTS AND ARRANGEMENT WITH RELATED PARTIES
All related party transactions that were entered into by the company during the financial year were at arm's length basis and in the ordinary course of business.
During the transactions entered into with related parties are not considered to be materially significant. The details of transaction with related parties are provided in the accompanied financial statements. The details of transactions entered into during the year under review are provided in Form AOC-2 which is attached to this Report.
EXTRACT OF ANNUAL RETURN
The details forming part of the Extract of the Annual Return in Form MGT-9 is annexed herewith.
REMUNERATION RATIO OF THE DIRECTORS / KEY MANAGERIAL PERSONNEL (KMP) / EMPLOYEES.
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 and Companies (Particulars of Employees) Rules 1975 in respect of employees of the Company and Directors is furnished hereunder:
|Rs in lakhs|
|S. No||Name||Designation||Remuneration paid||Remuneration paid|
|FY 2018-19||FY 2017-18|
|1.||Mr. Vaithyalingam Anbalagan||Managing Director||-||-|
|2.||Ajay Shukla||Company Secretary||6.66||4.68|
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
1. Conservation of Energy significance Conservation of energy is of utmost for the company. Although the operations of Company are not energy intensive however every effort is made to ensure optimum use of energy by using energy- efficient processes and other equipment.
2. Technology Absorption Adaptation and Innovation
The efforts made towards technology absorption: The Company has not carried out any Technology Absorption. The benefits derived like product improvement cost reduction product development or import substitution:
Not In case of imported technology (imported during the last three years reconed from the beginning of the financial year): Not applicable.
The expenditure incurred on Research and Development: Not applicable
3. Foreign Exchange Earning and Outgo
There were no foreign exchange inflows or outflows.
The Company has not accepted any deposits from public and as such no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company is aware about the anti-sexual harassment policy in line with the requirements of the sexual harassment of women at the Workplace (Prevention Prohibition & Redressed) Act 2013. All employees permanent and contractual are covered under this policy.
During the Financial Year 2018-19 the Company was under Renovation Process and the working Employees either regular or contractual is below than 10 no's so the Company not Constitute any Internal Complaints Committee (ICC) as per the requirement prevention of sexual harassment Policy. Further the Company management also not received any complaints regarding sexual harassment during the year.
Directors take this opportunity to express their thanks to various departments of the Central and State Government Bankers Material Suppliers Customers and Shareholders for their continued support and guidance. The Directors wish to place on record their appreciation for the dedicated efforts put in by the Employees of the Company at all levels.
|For Aruna Hotels Limited|
|Date : 29.08.2019||DIN:08539011||DIN: 07092976|
|Place : Chennai||Managing Director||Director|