| Dear Members,
Your Company,s Directors are pleased to present the 28thAnnual Report
of the Company, along with Audited Accounts, for the Financial Year
ended 31st March 2015
FINANCIAL RESULTS
The Company,s financial performance for the year ended 31st March 2015
is summarized below. Segment wise reporting as per Accounting Standards
AS-17 is not applicable to your Company, since your Company is engaged
in the activity of single segment only.
Year ended Year ended
Particulars 31.03.2015 31.03.2014
(In Rs) (In Rs)
Revenue from operations 9,04,63,645 11,08,04,508
Total Expenses 12,23,88,184 10,95,80,600
Finance Cost 1,74,69,084 66,21,579
Depreciation and amortization 1,98,98,790 1,54,50,939
expenses
Profit / Loss Before tax (3,18,76,227) 12,23,908
Tax Expenses 3,419 3,78,850
Current tax 0 4,59,413
Deferred Tax 3,419 (80,563)
Profit / Loss After tax (3,18,79,646) 8,45,058
Earnings per share
Basic & Diluted (0.48) 0.01
STATE OF COMPANY,S AFFAIRS AND OUTLOOK
Due to slowdown and sluggishness of business few of our main clients
closed down their business and relocated at some other territory as
advantageous to them. Consequently the occupancy rate of our hotel has
been gradually fell down so the company started incurring operational
cash loses.
The Board of Directors of the company keeping in view the ongoing
economic recession at their meeting held on September 01, 2015 discussed
on various possibilities to further develop, improve and expand the
business by adopting all ameliorative measures to increase the
profitability and overall performance of the company including
discussion of various business proposals received in the industry.
Accordingly it was decided to carryout overall reconstruction of the
entire business operations including financial rearrangement mainly to
reduce the operational and financial cost by infusing fresh equity,
funding if any from present management / new investors and which may
need the concurrence and approval of the shareholders. In this regard
the Managing Director have been authorised to take suitable action for
the best interest of the Company and stakeholders.
EXTRACT OF ANNUAL RETURN
An Extract of Annual Return (as provided in Section 92(3) of the
Companies Act, 2013) in Form MGT-9 as on 31st March 2015 is attached as
Annexure - 1 to this report
DIRECTORS, RESPONSIBILITY STATEMENT
To the best of our knowledge and belief and according to the
information and explanations obtained by us, your Directors make the
following statements in terms of Section 134(5) of the Companies Act,
2013
i. in the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departures;
ii. the Directors 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 as at 31st March 2015 and of the profit of the Company
for the year ended on that date;
iii. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safe guarding the assets of the Company and .
for preventing and detecting fraud and other irregularities;
iv. the Directors have prepared the annual accounts on a going concern
basis;
v. the Directors have laid down internal financial controls to be
followed by the Company and such internal financial controls are
adequate and operating effectively;
vi. the Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DIRECTORS AND KEY MANAGERIAL PERSONNEL, CHANGES DURING THE FINANCIAL
YEAR AND UP TO THE DATE OF THIS REPORT
The Company is managed by Shri Sanjay Jalan (DIN-00625845) Managing
Director under strict supervision of the Board of Directors. As on the
end of the Financial year, the Board of Directors of the Company
consists of Shri Sanjay Jalan (DIN-00625845), Shri.Parthiban
Balasubramanian (DIN-02543040) and Shri.Aditya Jalan (DIN-01219308),
Shri.Aditya Jalan (DIN-01219308) was co-opted as an additional Director
of the Company with effect from August 27, 2014 and his appointment was
regularized at the 27th Annual General Meeting held on September 30,
2014. The appointment of all the Independent Directors of the Company
Shri.Aditya Jalan (DIN-01219308), Shri.Parthiban Balasubramanian
(DIN-02543040) and Shri.Jaganath Jothi (DIN- 03312131) were appointed
by the shareholders at the Annual General meeting as required under
Section 149(10) for a period of Five years. They are not liable to
retire by rotation
Smt.Duraiswamy Tripura Sundari, (holding DIN:07155172) and
Shri.Rajavelan Krishnan Nallan (holding DIN:07155177), were co-opted as
an Additional Directors [Non-Executive-Independent] of the Company with
effect from April 11, 2015 pursuant to Section 161 of the Companies
Act, 2013 read with in terms clause 49 of the Listing Agreement.
Smt.Duraiswamy Tripura Sundari, (holding DIN:07155172) as Women
Director and Shri.Rajavelan Krishnan Nallan (holding
DIN:07155177),holds office of Directors upto the date of ensuing Annual
General Meeting. The Board of Directors based on the recommendation of
Nomination and Remuneration Committee, have recommended the
re-appointment of Smt.Duraiswamy Tripura Sundari, (holding
DIN:07155172) and Shri.Rajavelan Krishnan Nallan (holding
DIN:07155177), at the ensuing Annual General Meeting.
Further Shri Rajiv Bhatia (DIN- 02702964) .Shri.Jaganath Jothi
(DIN-03312131) and Shri.Parthiban Balasubramanian(DIN-02543040) were
resigned due to personal reasons with effect from August 22, 2014,
October 01, 2014 and April 11, 2015 respectively. Your Directors wishes
to express their sincere appreciation for the valuable services
rendered by them during their tenure as Directors of the Company.
Further, in terms of section 203 of the Companies Act, 2013 and read
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, every listed company shall have whole-time key managerial
personnel. Necessary steps being initiated to recruit Chief Financial
Officer and Company Secretary.
NUMBER OF MEETINGS OF THE BOARD
During the year, 06 (Six) meetings of the Board of Directors were held
on 30.05.2014, 12.08.2014, 22.08.2014, 10.11.2014, 14.02.2015 and
27.03.2015. The details of the meetings are furnished below. In
respect of all such meetings proper notices were given and the
proceedings were properly recorded and signed in the minutes book
maintained for the purpose. The intervening gap between any two
meetings was within the period prescribed under the companies Act,2013
The Composition of Board, attendance at Board Meeting, last Annual
General Meeting (AGM) and details of memberships of Director,s in
Boards and Board Committees held by them are as follows:
Name of the Designation & No. of Board Attendance
Director Category Meetings in of Last
the year AGM
Held Atte-
nded
Sanjay Jalan Managing Director, 06 06 Yes
Executive
Aditya Jalan Director, Independent 04 04 Yes
& Non Executive
Parthiban Director, Independent 06 05 Yes
Balasubramaniam & Non Executive
Jaganath Jothi Director, Independent 03 03 Yes
& Non Executive
Rajiv Bhatia Director, Independent 02 - No
& Non Executive
DECLARATION FROM INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under Section 149(6) of the Companies
Act 2013 and Clause 49 of the Listing Agreement with the Stock
Exchanges
SEPARATE MEETING FOR INDEPENDENT DIRECTORS
In accordance with the provisions of the Companies Act, 2013, a
separate meeting of the Independent Directors of the Company was held
on August 22, 2014
APPOINTMENT AND REMUNERATION POLICY
The Company's policy on Directors appointment and remuneration and
other matters provided in Section 178(3) of the Act is attached to this
reports Annexure-2
POLICY FOR PREVENTION OF SEXUAL HARASSMENT
As a part of the policy for Prevention of Sexual Harassment in the
organisation, the Company has in place an Internal Complaints Committee
for prevention and redressal of complaints of sexual harassment of
women at work place in accordance with The Sexual Harassment of Women
at Workplace (Prevention, Prohibition, and Redressal) Act, 2013 and
relevant rules there under. No complaints were received by the
Committee during the period under review.
AUDITORS AND AUDITORS, REPORT
STATUTORY AUDITOR
At the Annual General Meeting of the Company held on September 30, 2014,
M/s.N.Balasubramanian Associates, Chartered Accountants, (Registration
No.FRN 003555S), having office at No 50, Mandapam Road, Kilpauk,
Chennai, 600010 were reappointed as the Statutory Auditors of the
Company for a period of 3 years which is subject to annual ratification
by the members of the Company in terms of Section 139 of the Companies
Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014.
Accordingly, the appointment of M/s.N.Balasubramanian Associates,
Chartered Accountants, as statutory auditors of the Company, is placed
for ratification by the shareholders. In this regard, the Company has
received a certificate from the auditors to the effect that if they are
reappointed, it would be in accordance with the provisions of Section
141 of the Companies Act, 2013. The Audit committee and the Board of
Directors recommend the ratification of appointment of
M/s.N.Balasubramanian Associates, Chartered Accountants as Auditors and
to fix their remuneration. The members may ratify the appointment of
M/s.N.Balasubramanian Associates, Chartered Accountants, as the
Statutory Auditors of the Company for the financial year 2015- 16.
SECRETARIAL AUDITOR
The Board has appointed Mr.V.S.Sowrirajan, Company Secretary in
Practice, to conduct Secretarial Audit for the Financial Year 2014 -
2015. The Secretarial Audit Report for the Financial Year 2014 - 2015
is attached as Annexure - 3 to this report.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE SECRETARIAL
AUDITORS IN THEIR REPORTS
STATUTORY AUDITOR
A. With regard to Outstanding Statutory dues of Rs.77,74,411/-, your
Directors state that the Company is making all efforts to clear the
statutory dues in course of time.
B. With regard to Repayment of Principal and Interest due to Vijaya
Bank for Rs.97,34,541/- your Directors state that the company in the
process to carryout overall reconstruction of the entire business
operations including financial rearrangement mainly to reduce the
operational and financial cost by infusing fresh equity, funding if any
from present management / new investors and which may need the
concurrence and approval of the shareholders. There is also plan to
raise funds through personal source of the Managing Director for the
clearing the overdues of the bank.
SECRETARIAL AUDITORS
Secretarial Auditors has made certain observations in their report with
regard to non filing of some forms which various statutory authorities
which are mainly due to ambiguity and uncertainty of the applicability
of the same for the relevant period. However, the company would ensure
in future that all the provisions are complied to the fullest extent.
The Secretarial Audit Report is self Explanatory.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186
OF THE COMPANIES ACT, 2013
There were no loans, guarantees or investments made by the Company
under Section 186 of the Companies Act, 2013 during the year under
review and hence the said provision is not applicable.
CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES
Since the related party entered by the Company were in the Ordinary
course of business and at Arm,s Length Pricing basis for AOC - 2 is not
applicable to the Company.
DIVIDEND AND TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF
THE COMPANIES ACT, 2013
No Dividend was declared for the current financial year in view of
loss. For the financial year ended 31st March, 2015, the Company has
not proposed to carry any amount to General Reserve Account.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Your Directors report under Section 134(3)(l) of the Companies Act,
2013 that there have been no material changes and /or commitments
incurred in the period from 31st March 2015 till the date of drafting
of this Directors, Report, have material effect on the Financial
position of the Company, except that the Banker of the Company Vijaya
Bank, Egmore Branch has issued a demand notice dated 20/04/2015 calling
upon the Company to repay the outstanding amount of Rs.13,23,37,161/-
together with future interest from 01/10/2015 within 60 days. The
Company being failed to repay the amount, the banker has issued
possession notice of the property "Le Waterina Resorts" situated at
Sriperumbuthur Village, Tamilnadu owned by the Managing Director and
given on Joint management to the Company.
CHANGE OF NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the Company during the
year ended 31st March, 2015
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under Section 134(3)(m) of the Companies Act, 2013 read
with Rule 8 of the Companies (Accounts) Rules, 2014, the particulars
relating to conservation of energy, technology absorption and foreign
exchange earnings and outgo are given in Annexure 'B, hereto and forms
part of this Report
A. CONSERVATION OF ENERGY:
(i) Steps taken or impact on conservation of energy: The use of energy
is being optimized through improved operation methods.
(ii) Steps taken by the Company for utilizing alternative sources of
energy: In 2014-15, the Company spent considerable amount on LED light
bulbs and have replaced the existing light bulbs to conserve energy.
This will also reduce energy bills in the forthcoming months.
(iii) The capital investment on energy conservation investments: In
2014-15, the Company spent 12 lakhs on LED light bulbs and have
replaced the existing light bulbs to conserve energy
B. TECHNOLOGY ABSORPTION: Not applicable
C. FOREIGN EXCHANGE EARNINGS AND OUTGO: There were no foreign exchange
earnings and outgo during the period under report.
CORPORATE SOCIAL RESPONSIBILITY
The Company does not meet the criteria laid down in Section 135 of the
Companies Act, 2013 read with Companies (Corporate Social
Responsibility Policy) Rules, 2014 hence there is no requirement of
constituting Corporate Social Responsibility Committee.
BOARD EVALUATION
Pursuant to the provisions of Companies Act, 2013 and Clause 49 of the
listing agreement, Independent Directors at their meeting without the
participation of the Non-Independent directors and management,
considered and evaluated the Board,s performance and other
non-independent directors.
SUBSIDIARIES/JOINT VENTURES/ASSOCIATE COMPANY
The Company does not have any Subsidiary, Joint Ventures or Associate
Company. Hence the requirement of presenting the consolidated financial
statements in Annual Report is not applicable
DEPOSITS FROM PUBLIC
During the year under review, your company did not accept any deposits
within the meaning of provisions of Chapter V Acceptance of Deposits by
the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014.
INTERNAL FINANCIAL CONTROLS
The details of the Internal Control system and their adequacy are
provided in the Management Discussion and Analysis Report which forms
part of this report
AUDIT COMMITTEE
The Audit Committee of the Company comprises of three Independent
Directors. The Audit Committee met five times during the financial
year 2014 - 2015 i.e on 30.05.2014, 12.08.2014, 22.08.2014, 10.11.2014
and 14.02.2015. Attendance and other details of the Audit Committee are
as follows:
No. Meetings
SI. Name of the Director Position
No. Held Attended
Parthiban
1 Balasubramamam Chairman 05 04
2 Jaganath Jothi Member 03 03
3 Aditya Jalan Member 03 03
4 Rajiv Bhatia Member 05 -
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee of the Company comprises of
three Independent Directors. Jaganath Jothi (Chairman), Shri.Parthiban
Balasubramaniam and Shri.Aditya Jalan(Member). Two Committee meeting
were held on August 22, 2014 and March 27, 2015 during the financial
year 2014 - 2015.
No. Meetings
SI. Name of the Director Position
No. Held Attended
1 Jaganath Jothi Member 01 01
2 Parthiban Chairman 02 02
Balasubramamam
3 Aditya Jalan Member 01 01
The Committee was constituted to determine and recommend payment of
remuneration to executive directors. The committee shall also identify
the persons, who are qualified to become directors of the Company and
who may be appointed in senior management in accordance with the
criteria laid down and to recommend to the board their
appointment/removal and to carry out evaluation of directors'
performance and perform such other functions as may be necessary.
STAKE HOLDERS, RELATIONSHIP COMMITTEE
The Stake Holders, Relationship Committee (Share Transfer Committee) of
the Company comprises of three Independent Directors. The Committee met
2 times during the financial year 2014 - 2015. i.e on 21.05.2014 and
02.09.2014. Attendance and other details of the Stake Holders,
Relationship Committee are as follows:
No. Meeting
SI. Name of the Director Position
No. Held Attended
1 Parthiban Chairman 02 02
Balasubramamam
2 Jaganath Jothi Member 02 02
3 Aditya Jalan Member 01 01
4 Rajiv Bhatia Member 01 -
The Committee overseas and reviews all matters connected with the
transfer of the Company,s Securities, approves issue of duplicate share
certificates, monitor,s investors, grievances like non-receipt of
dividend, non-receipt of Annual Report, change of address etc and
perform such other functions as may be necessary. During the year the
Company received Nil complaints from investors.
REGISTRARS AND SHARE TRANSFER AGENTS
M/s.Integrated Enterprises (India) Ltd.,
No.1, Ramakrishna Street, Kences Towers, II Floor,
T. Nagar, Chennai 600 002, Phone No.044-28140801 & 02, Fax No. 28142479
Email: corDserv@intearatedindia.in
SEBI COMPLIANTS REDRESSAL SYSTEM (SCORES)
SEBI has initiated SCORES for processing the investor complaints in a
centralized web based redress system and online redressal of all the
shareholders complaints. No Shareholders, complaint have been received
through SCORES during the year.
COMPLIANCE OFFICER DETAILS AND ADDRESS FOR CORRESPONDANCE
Shri.SanjayJalan,
Compliance Officer
Registered Office:: 1507, V.R.P. Chatram, Chennai, Bangalore National
Highway, Sriperambuthur, Tamilnadu -602 105. Email:admin@lewaterina.com
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has established Vigil Mechanism / Whist Blower policy for
Directors and employees to report their genuine concern. Your company
hereby affirms that no complaints were received during the year.
PARTICULARS OF EMPLOYEES
Details pursuant to Section 197(12) of the Companies Act, 2013 read
with Companies (Appointment and Remuneration of Managerial Personnel)
Rules 2014 forms part of this report and are annexed herewith as
Annexure - 4
No employees of the company drawing remuneration in excess of the limit
specified under Rule5(2) and (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014
CORPORATE GOVERANCE
Pursuant to Securities and Exchange Board of India,s Circular
No.CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014, the Clause 49 of
the Listing Agreement shall be applicable to all companies whose equity
shares are listed on a recognized stock exchange. However, compliance
with the provisions of Clause 49 shall not be mandatory, for the time
being, in respect of Companies having paid up equity share capital not
exceeding Rs.10 crore and Net Worth not exceeding Rs.25 crore, as on the
last day of the previous financial year. As our Company does not fall
under the above criteria, Compliance Report on Corporate Governance as
required under Clause 49 of the Listing Agreement have not been
furnished.
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015- 16 to Bombay Stock Exchange where the Company,s Shares are
listed
FAMILIARISATION PROGRAMMES
At the time of their appointment, the Independent Directors are
apprised of their role, duties and responsibilities in the Company. A
detailed letter of appointment is also issued which set-outs the
expectations of the Company, the rights, powers and liabilities of the
Independent Directors and the policies of the Company to be adhered by
them. Periodic presentations are made to the Independent Directors on
the financial and operational performance of the Company, strategy and
business plan, significant process improvements and material business
developments among others. The Independent Directors are also regularly
updated and informed about material regulatory and statutory
developments affecting the Company.
SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS / COURTS
During the year under review, there were no significant or material
orders passed by the regulators or courts or tribunals impacting the
going concern status and Company,s operations in future
MEETING OF INDEPENDENT DIRECTORS
During the year, meeting of Independent Directors (without the presence
of Executive Directors) was held on August 22, 2014 to review the
performance of the Board as a whole on the parameters of effectiveness
and to access the quality, quantity and timeliness of flow of
information between the Company Management and the Board.
RECONCILATION OF SHARE CAPITAL AUDIT
Share Capital Audit was conducted by a Company Secretary in Practice,
reconciling the issued and listed capital of the Company. The audit
confirms that the total paid-up capital is in agreement with the total
number of shares in physical form and the total number of
dematerialized shares held with NSDL and CDSL.
CODE OF CONDUCT FOR DIRECTORS AND SENIOR MANAGEMENT
The Board of Directors of the Company has adopted a Code of Conduct for
Directors and Senior Management and the same is posted on the Website
of the Company.
APPRECIATIONS AND ACKNOWLEDGMENTS
Your Directors place on record their appreciation to employees at all
levels for their dedication and commitment. Your Directors would also
like to express their sincere appreciation for the assistance and
co-operation received from the banks, financial institutions, Government
Authorities, customers, vendors and members during the year under
review.
By order of the Board of Directors
For LE WATERINA RESORTS & HOTELS LIMITED
Place : Sriperumbuthur Sd/- Sd/-
Date : 02.11.2015 Sanjay Jalan D. Tripura Sundari
Managing Director Director
(DIN-00625845) (DIN-07155172) | 