Your Directors have great pleasure in presenting the Twenty Seventh Annual Reporttogether with Audited Accounts of the Company for the year ended 31st March2014 and the Auditors' report thereon.
(Amount In Rs.)
|Particulars ||2013-2014 ||2012-2013 |
|Total Income ||110804508.00 ||115985022.00 |
|Expenditure ||109580600.00 ||111539526.00 |
|Profit before interest depreciation and taxes ||232.96426.00 ||17271.983.00 |
|Less: || || |
|Depreciation ||15450939.00 ||7579348.00 |
|Profit/(Loss) before Tax ||12.23908.00 ||4445496.00 |
|Less: Provision for || || |
|Current Tax ||459413.00 ||18.33544.00 |
|Deferred Tax ||(80563.00) ||(238532.00) |
|Fringe Benefit Tax ||Nil ||Nil |
|Profit/(Loss) after Tax ||845058.00 ||28.50484.00 |
|Balance carried to Balance sheet ||845058.00 ||2850484.00 |
Your Company has made a turnover of Rs.110804508/- as compared to Rs.115985022/-of previous year and has made a Profit after Tax of the Rs.845058/- as compared to Rs.2850484/- in the previous year.
Business Performances and Outlook
Your company has incurred capital expenditure for Health Care activities likeHalotherapy and for renovating the hotel and expanding spas. As you are aware that thisHalotherapy therapy is toally non medicinal and an add on treatment for all kinds of Lungsand Skin related ailments like Asthma Bronchities COPD. Eczema Sinusitisis etc. and isbeneficial to patients of all ages. There had been delays in the implementation of theseprojects. However their potential for growth is very good.
There is tremendous growth potential for tourism related industry. The format anddelivery of Indian hotel industry has evolved over the period of time in terms of thetechnology eco friendly activities pricing market segmentation regional preferencesetc. Due to competitive market the occupancy and room rates have been under tight leashfor the present. However our company expects the market to recover following the recoveryin the economy in general.
Fixed Deposits / Loan & Advances
Your Company has not accepted any deposits from the public or its employees during theyear under review. Being the company does not have any subsidiary company/s the disclosurein pursuant to Clause 32 of the Listing Agreement with regard to loans /advances andinvestments in its own shares by the listed companies their subsidiaries associates etcis not required.
Your directors have not recommended any dividend during the financial year.Subsidiaries / Joint Ventures
The company does not have any Subsidiaries and Joint Venture Company. Therefore thecompany is not required to present in its Annual Report the consolidated financialstatements of holding Company and all of its subsidiaries duly audited by its statutoryauditors.
All insurable interests of the Company including buildings furniture and fixtures andother insurable interest are adequately insured.
Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
Pursuant to Section 217 (1) (e) of the Companies Act 1956 read with Companies(Disclosure of Particulars in the Report of Board of Directors) Rules 1988 the requiredparticulars are furnished below.
Conservation of energy:
Energy conservation continues to receive utmost priority and the Company monitorsenergy costs and reviews the consumption of energy on a regular basis. The Companywherever necessary also initiates appropriate measures to reduce consumption ofelectricity including using Generator. It has closely monitored power consumption andrunning hours on day to day basis thus resulting in optimum utilization of energy. Thehotel is fitted with energy saving devices to conserve energy in the long run.
The relevant particulars relating to technology absorption in terms of Rule 2 of theCompanies (Disclosure of Particulars in the Report of the Board of Directors) Rules 1988is not applicable as the hotel forms a part of the service industry and as such theCompany does not have any significant manufacturing operations.
Research and Development:
Foreign exchange earnings and outgo:
There are no Foreign exchange earnings and outgo during the year under review.Particulars of Employees
None of the employees of the Company was in receipt of remuneration in excess of thelimits prescribed under Section 217(2A) of the Companies Act. 1956. read with Companies(Particulars of Employees) Rules 1975 as amended. The industrial relations continued tobe generally peaceful and cordial
Directors' Responsibility Statement
In accordance with the provisions of Section 217(2AA) of the Companies Act 1956 yourDirectors confirm that:
a) in the preparation of the annual accounts the applicable accounting standards havebeen followed and there has been no material departure;
b) the selected accounting policies were applied consistently and the Directors madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company as at March 31 2014 and of the profit of theCompany for the year ended on that date.
c) proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 1956 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities.
d) the annual accounts have been prepared on a going concern basis Internal Controlsand their Adequacy:
The Company's internal control system is designed to ensure operational efficiencyprotection and conservation of resources accuracy and promptness in financial reportingand compliance with laws and regulations which your Directors feel is sufficient for theCompany's performance.
As per Clause 49 of the Listing Agreement with the Stock Exchanges a separate Chapteron Corporate Governance practices followed by the Company together with a Certificate fromthe Company's Auditors confirming compliance forms part of this Report. The ManagingDirector and Chief Financial Officer of the Company have issued necessary certificate tothe Board in terms of Clause 49(V) of Listing Agreement for the financial year ended March31 2014.
Statement Pursuant To Listing Agreement
The company's securities are listed with Bombay Stock Exchange Limited Mumbai andMadras Stock Exchange Limited Chennai and it has paid the respective annual listing feesup-to-date and there are no arrears.
Management Discussion and Analysis Report Corporate Governance Report Segment reportand Related Party Disclosures provided elsewhere in the Annual Report form a part of thisReport as required under the Listing Agreement entered into with the Stock Exchanges
The Company is managed by Shri.Sanjay Jalan Managing Director under strictsupervision of the Board of Directors. The Board of Director of the Company consists ofShri.Sanjay Jalan Shri.Parthiban Balasubramaniam and Shri.Jaganath Jothi and Shri.AdityaJalan.
Shri.Aditya Jalan (holding DIN: 01219308) was co-opted as an Additional Director ofthe Company with effect from August 22 2014 pursuant to the provisions of section 260 ofthe Companies Act 1956. He holds office of the Director up to the date of ensuing AnnualGeneral Meeting. Your Directors recommends the resolution in relation to appointment ofShri.Aditya Jalan as a Director for the approval by the members of the Company.
The Company has also received the requisite disclosures/declarations fromShri.Parthiban Balasubramaniam Shri.Jaganath Jothi and Shri.Aditya Jalan stating thatthey meet with the criteria of Independence as prescribed under sub-section (6) of Section149 of the Companies Act 2013. In terms clause 49 of the Listing Agreement their tenureof office of independent Director has not been specified therefore they shall hold officeas Independent Director such till the conclusion of the ensuing AGM. Therefore the Boardof Director proposed to appoint Shri.Parthiban Balasubramaniam Shri.Jaganath Jothi andShri.Aditya Jalan as Independent Directors of the Company under the Companies Act 2013to hold office for 5 (Five) years.
Further Mr.Rajiv Bhatia resigned due to personal reasons on August 22 2014. YourDirectors wishes to express their sincere appreciation for the valuable services renderedby the resigned Directors during his tenure as Director of the Company.
In terms of section 149(1) of the Companies Act 2013 and clause 49 of the ListingAgreement the Every Listed Company should have at least One Women Director in the Board.Further in terms of section 203 of the Companies Act 2013 and read Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 every listed companyshall have whole-time key managerial personnel. Your company taking every possible stepsin this regard.
Profile of all these Directors under Clause 49 of the Listing Agreement with the StockExchanges in respect of Directors seeking appointment at the Annual General Meeting areprovided in the Corporate Governance Report and in the Explanatory Statement to theNotice.
M/s.N.Balasubramanian Associates Chartered Accountants (Registration No. FRN003555S) Statutory Auditors of the Company hold office till the conclusion of theensuing Annual General Meeting and are eligible for re-appointment. The Company hasreceived letters from all of them to the effect that their re-appointment if made wouldbe within the prescribed limits under Section 141 (3)(g) of the Companies Act 2013 andthat they are not disqualified for re-appointment.
The Auditors' Report to the members on the Accounts of the Company for the financialyear ended March 31 2014 does not contain any qualification.
Disclosures of Particulars of Constituting "Group" pursuant to Regulation 3of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations 2011.
Pursuant to an information from the promotes the name of the promoters and entitiescomprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act1969. are as under for the purpose of the SEBI(Substantial Acquisition of Shares &Takeovers) Regulations. 2011.: Mr.Sanjay Jalan
Transfer to Investor Education and Protection Fund(IEPF)
There is no dividend which remained unclaimed by the members of the Company for aperiod exceeding 7years from its due date of payment and there is no unpaid or unclaimeddividends falling due during the year under review to be transferred to Investor Educationand Protection Fund under section 125 of the companies Acct 2013 read with the provisionsof erstwhile Section 205C of the Companies Act. 1956.
Whistle Blower Policy
The Company does not have any whistle Blower Policy. However any employee if he/she sodesire would have free access to meet senior level management and report any matter ofconcern.
Electronic copies of the Annual Report 2014 and Notice of the 27lh AGM aresent to all members whose email addresses are registered with the company /DepositoryParticipant(s).For members who have not registered their email addresses physical copiesof the Annual Report 2014 and the Notice of the 27h AGM are sent in thepermitted mode. Members requiring physical copies can send a request to the CompanySecretary.
The Company is providing e-voting facility to all members to enable them to cast theirvotes electronically on all resolutions set forth in the Notice. This is pursuant tosection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014.The instructions for e-Voting is provided in the Notice
The Directors place on record their appreciation for the sincere and whole heartedco-operation extended by all concerned particularly Securities & Exchange Board ofIndia Stock Exchanges Department of Tourism company's bankers Municipal authoritiesGovernment of Tamilnadu Central Government suppliers clients and staff and look forwardto their continued support. The Directors also thank the Shareholders for continuing theirsupport and confidence in the Company and its management.
For and Behalf of the Board
For LE WATERINA RESORT & HOTELS LIMITED
Sriperambudur the 22nd day of August 2014
Opp. Bharat Petroleum Bunk
Near Rajiv Gandhi Memorial
Chennai-Bangalore National Highway
Sriperambuthur Tamilnadu-602 105