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Balaji Hotels & Enterprises Ltd.

BSE: 530471 Sector: Others
NSE: BALAJHOTEL ISIN Code: INE454A01011
BSE 05:30 | 01 Jan Balaji Hotels & Enterprises Ltd
NSE 05:30 | 01 Jan Balaji Hotels & Enterprises Ltd

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 28thAnnual Report of the Company together with the Audited Statements of Accounts for thefinancial year ended 31st March 2017.

CONTENTS OF THE REPORT

1. FINANCIAL SUMMARY/HIGHLIGHTS OPERATIONS STATE OF AFFAIRS:

(In Rs.)

S. No. Particulars 2016-2017 2015-2016
1 Loss before Exceptional & Extraordinary items (439817) (302572)
2 Exceptional & Extraordinary items -- --
3 Loss before tax (439817) (302572)
4 Income Tax expense for earlier years -- --
5 Loss for the year (439817) (302572)
6 Deficit brought Forward from Previous Years (3151887617) (3151585045)
7 Loss carried to Balance Sheet (312437164) (311997347)

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.

4. DIVIDEND:

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 year 2016 - 17.

6. BOARD MEETINGS:

The Board of Directors met 9 times during this financial year on 05-04-201622-04-2016 25.05.2016 28-05-2016 11-07-2016 23-07-2016 10-10-2016 02-11-2016 and10-01-2017.

7 DIRECTORS AND KEY MANAGERIAL PERSONNEL :

Mrs. V. Sujatha Non Executive Director and Independent Director is the director whoretires at this annual general meeting and is being recommended for reappointment.

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 in Annexure I

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.

Mr. D Balakoteswara Rao Chairman
Mrs. V. Sujatha Member
Mr. M. Sreenivasalu Reddy Member

Meetings and Attendance for the year ended 2016 -2017.

The audit committee met 4 times during the year ended 31st March 2017. The Meetingsheld during the year were on 28-05-2016 11-07-2016 10-10-2016 and 10-01-2017.

Name of Director No. of Meetings Meetings attended
Mr. D Balakoteswara Rao 4 4
Mrs. V. Sujatha 4 4
Mr. M. Sreenivasalu Reddy 0 0

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 under ANNEXURE IV

14 AUDITORS:

Mr.P A Reddy & Co. Chartered Accountants and CNGSN & Associates CharteredAccountants Chennai Statutory Auditors of the Company retire at the ensuring AnnualGeneral Meeting. As per section 139 of the Companies Act 2013 and the Rules made thereunder the retiring auditors have to vacate the place under the rotation policy introducedunder the said section and M/s. SRISPOORTHI & ASSOCIATES CharteredAccountants Chennai have been proposed to be appointed as the statutory auditors of thecompany in that ensuing vacancy and they have submitted their consent and eligibilityletter for their appointment.

Board recommends the appointment of the above said new auditors as statutory auditorsof the company.

15.SECRETARIAL AUDIT:

Secretarial audit report as provided by Mr.V. Nagarajan Practicing Company Secretaryis 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.

(b) SECRETARIAL AUDIT REPORT :

1&2 The company did not have any operations during the year under review. Boardfelt that it is imprudent to have key managerial personnel when there is no business. Thecompany will consider appointing the KMP when the 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 (SEBI (LODR) 2015) compliances atthis juncture. The company shall consider initiating remedial measures when the companystarts commercial operations.

17.CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

The Company informs that the disclosure of particulars under section 134(3)(m) of theCompanies act 2013 read with Rule 8 (3) of Companies (Accounts) Rules 2014 relating toconservation of Energy etc is not applicable to the Company as no operations areundertaken by the company during the relevant financial year.

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 or outgo.

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 businessenvironment 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 Companies Act 2013.

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 given inAnnexure 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.

26.SECRETARIAL STANDARDS :

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 2015-16:

a) No. of complaints received: NIL

b) No. of complaints disposed off: NIL

29.ACKNOWLEDGEMENT:

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.

By Order of the Board
For BALAJI HOTELS AND ENTERPRISES LIMITED
Place : Chennai V SUJATHA
Dated: May 27 2017 Director (DIN: 07422606)

ANNEXURE INDEX

Annexure No: Details of annexure
I Declaration of Independent Directors
II Nomination and Remuneration Policy
III Vigil Mechanism
IV Annual Return Extracts in MGT 9
V Secretarial Audit Report

ANNEXURE I

DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS

To the shareholders of Balaji Hotels and Enterprises Limited

Dear Sir

I undertake to comply with the conditions laid down in section 149 and Schedule IV ofthe Companies Act 2013 read with Regulation 16(1)(b) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015in relation to conditions of independence and inparticular:

(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.

Thanking You.
Yours Faithfully
D Balakoteswara Rao V Sujatha
Director (DIN: 00777408) Director (07422606)
Date: 27/05/2017
Place : Chennai