To the Members
The Directors have pleasure in presenting before you the 55thAnnual Report of theCompany together with the Audited Statements of Accounts for the year ended 31st March2017.
FINANCIAL SUMMARY OR HIGHLIGHTS/PERFORMANCE OF THE COMPANY
|Particulars ||Financial year ended March 31st2017 ||Financial year ended Mar 31st2016 |
| ||Rs in lakhs ||Rs in lakhs |
|Revenue from Operations ||- ||- |
|Less: Operating Expenditure ||15.46 ||30.14 |
|Earnings Before Interest Tax Depreciation & Amortization (EBITDA) ||(15.46) ||(30.14) |
|Add: Other income (net) ||181.05 ||345.89 |
|Less: Finance costs ||5.98 ||92.65 |
|Less: Depreciation & amortization expense ||145.29 ||147.95 |
|Less: Other expenses (net) ||531.45 ||90.70 |
|Profit/ (Loss) before exceptional and Extraordinary items and tax ||(517.13) ||(6.54) |
|Exceptional Items ||- ||- |
|Profit/ (Loss) before Extraordinary items and tax ||(517.13) ||(6.54) |
|Extraordinary Items ||- ||- |
|Profit / (Loss) before tax ||(517.13) ||(6.54) |
|Tax expenses ||- ||- |
|/ (Loss) after tax ||(517.13) ||(6.54) |
|Balance brought from previous year ||- ||- |
|Amount available for appropriation ||- ||- |
|Amount transferred to General reserve ||- ||- |
|Dividend ||- ||- |
|Balance carried to balance sheet ||- ||- |
OPERATIONS & PERFORMANCE
As the Companys operations have been suspended the Company was unable togenerate any revenue for the year under review. The
Board of Directors of the Company is taking all steps to revive the Companysoperations. The Board of Directors is in the process of devising an elaborate businessplan to restart the operation and seek the members support and co-operation in order tosuccessfully implement the business revival plan.
As the Company has incurred loss in the year under review the Directors do notrecommend 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 2017-18 toBombay Stock Exchange where the Companys Shares are listed.However the trading inthe shares has been suspended. Necessary steps are being taken to get the suspensionrevoked.
DEMATERIALISATION OF SHARES:
49.8% of the Companys paid up Equity Share Capital is in dematerialized form ason 31stMarch 2017 and balance50.2% isin physical form.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to Section 134(5) of the Companies Act 2013 Directors of your Company herebystate and confirm that: a) in the preparation of the annual accounts for the year ended31st March 2017 the applicable accounting standards have been followed and there are nomaterial departures; b) they have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the loss of the Company for the same period ; c) the Directors havetaken proper and sufficientcare for the maintenance of adequate accounting records in theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; d) they have prepared the annualaccounts on a going concern basis; e) They have laid down internal financial controls thatare adequate and were operating effectively. f) They have devised proper systems to ensurecompliance with the provisions of all applicable laws and these are adequate and areoperating effectively.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Based on the internal financial controls and compliance systems established andmaintained by the Company work performed by the internal statutory and secretarialauditors and reviews performed by the management the Board is of the opinion that theCompanys internal financial controls were adequate and effective during thefinancial year 2016-17.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As on 31.03.2017 the composition of the Board of Directors and Key Managerial Personnelof your Company is as under
|Name ||Designation ||Category |
|VaithyalingamAnbalagan ||Managing Director ||Executive |
|MuralidharanRamasamy ||Director ||Non Independent Non Executive |
|RajakumarKumaruvelayathanadar ||Director ||Non Independent Non Executive |
|SundaresanVairakan ||Director ||Independent Non Executive (ceased from the Directorship on 10.02.2017) |
|Suyambu Narayanan ||Additional Director ||IndependentNonExecutive(Appointed as director on 10.02.2017) |
|FreedaGnanaselvamKanagiah ||Director ||Independent Women Non Executive |
|BalajiGandla ||Company Secretary ||- |
|Nagaraj P ||Chief Financial Officer ||- |
NUMBER OF BOARD MEETINGS HELD
The Board of Directors duly met 6 (times) times during the financial year from1stApril 2016 to 31st March 2017.
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 theCorporate Governance Report along with Certificate of Corporate Governance are attachedwhich 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 areavailable on the website of the Company (www.arunahotels.com).
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS
The Companys policy on Directors appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of the Directors report.
WHISTLEBLOWER POLICY (POLICY ON VIGIL MECHANISM)
The Company has formulated and published a Whistle Blower Policy to provide VigilMechanism for employees including Directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand the Regulation 22 SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (www.arunahotels.com).
The SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandatesthe formulation of certain policies for alllistedcompanies.Allourcorporategovernancepoliciesareavailableonourwebsite(www.arunahotels.com).Thepoliciesarereviewedperiodically 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 bythe Company are as follows:
|Name of the policy ||Description |
|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. |
|Related Party ||The policy regulates all transactions between the Company and its related parties |
|Transaction Policy || |
|Non-Executive Directors Policies ||The policy determines the criteria for payments made to Non-ex- ecutive Directors |
|Preservation of Documents ||Thepolicydeterminesthecriteriaandtimeperiodforpreservation of records and archives. |
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from every independent Director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015.
COMMITTEES OF THE BOARD
Currently the Board has three committees: the Audit Committee the Nomination andRemuneration Committee and the Stakeholders
Relationship Committee. The composition of all committees consists of independentDirectors in majority. A detailed note on the composition of the Board and its committeesis 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 inthe Management Discussion & Analysis Report which forms part of this report.
i) Statutory Auditors:
In accordance with the provisions of Section 139 of the Companies Act 2013 and Rulesmade there under M/s. Bala & Co. (Firm registration No. 000318S) CharteredAccountants were appointed as statutory auditors of the Company for a period of fiveconsecutive years at office until the conclusionAnnualGeneralMeetingheldon30thDecember2015whoshallhold of the annual general meeting tobe held for thefinancialyear 2019-20.
ii) Internal Auditors
InaccordancewiththeprovisionsofSection138oftheCompaniesAct2013andRulesmadethereunderM/s.Venkat&Rangaa(FRN:004597) Chartered Accountants were appointed as the Internal Auditors of the Companyfor the financial year 2016-17.
iii) Secretarial Auditors:
M/S.JEEVANJYOTI NAYAK Practicing Company Secretaries were appointed to conduct thesecretarial audit of the Company for the year 2016-17 as required under Section 204 ofthe Companies Act 2013 and Rules there under. The Report submitted by Secretarialauditors has been annexed to this report.
MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITIOIN OF THE COMPANY
No material changes and commitment affecting the financial 2016-17 till the date ofthis 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 Section186 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 thefinancial year were at arms length basis and in the ordinary course of business. Inview of this disclosure in form AOC-2 has not been provided.
During the transactions entered into with related parties are not considered to bematerially significant.The details of transaction with related parties are provided in theaccompanied financial statements
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith.
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 andDirectors is furnished hereunder:
|S. No Name ||Designation ||Remuneration paid FY 2016-17 in lakhs ||Remunera- tion paid FY 2015-16 in lakhs |
|1. Mr. Vaithyalingam Anbalagan ||Managing Director ||1.5 ||1.5 |
|2. Balaji Gandla ||CompanySecretary ||2.10 ||0.35 |
|3. Nagaraj P ||CFO ||2.88 ||1.2 |