| Dear Members,
The Directors have pleasure in presenting their Twenty Fifth Annual
Report together with the Audited Accounts of the Company for the
Financial Year ended March 31,2014.
Management Discussion and Analysis Report
1. Summary of Financial Results (In Rs. )
S. Particulars 2013-2014 2012-2013
No.
1 Profit/(Loss) before Exceptional
& Extraordinary items (5,87,049) 1,07,262
2 Exceptional items - -
3 Profit/(Loss) before tax (5,87,049) 1,07,262
4 Income Tax expense for earlier
years 2,72,066 -
5 Profit/(Loss) for the year (8,59,115) 1,07,262
6 Deficit brought Forward from
Previous Years (3,000,008,860) (3,000,116,122)
7 Loss carried to Balance Sheet (3,000,867,975) (3,000,008,860)
2. Operations/Future Outlook
There were no operations during the year.
The company is exploring the possibility of tying up with strategic
partners for infusion of funds into the company to take up any business
operations subject to obtaining shareholders and necessary government
approvals if any. The Company is also looking at possibilities of
merger and restructuring which may result in synergies.
3. Dividend
There are no business operations during the year and therefore your
directors are not recommending any dividend for the financial year
under review.
4. Directors
1. Shri M Dharmaraj retire by rotation and being eligible offers
himself for reappointment.
2. Shri D Bala Koteswara Rao retire by rotation and being eligible
offers himself for reappointment Your Board recommends their
re-appointment.
5. Corporate Governance
A detailed Report on the Corporate Governance is separately annexed.
6. Directors' Responsibility Statement
Pursuant to the requirement under section 217(2AA) of the Companies
Act, 1956 (section 134 of the Companies Act 2013) with respect to
Directors' Responsibility Statement, it is hereby confirmed:
i) that in the preparation of annual accounts for the year ended March
31, 2014, the applicable accounting standards had been followed along
with proper explanations relating to material departures.
ii) that 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 at the end of financial year and of the loss
of the company for the year under review.
iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the companies Act, 1956 & 2013 for safeguarding the
assets of the company and for preventing and detecting fraud and other
irregularities.
iv) that the accounts for the financial year have been prepared on a
"going concern" basis.
Four Board Meetings were held during the last financial year. The dates
on which the meetings were held are 27.05.2013; 20.08.2013; 12.11.2013;
and 07.01.2014.
The independent directors have given declaration as per the requirement
of section 149 (6) of the companies Act 2013.
In pursuance of section 178 of the Companies Act 2013 the nomenclature
of the existing Remuneration Committee has been changed to Nomination
and Remuneration Committee and the Committee is the process of
formulating the criteria for determining qualifications and others of
independence of director and for recommendation to the Board of policy.
The company has complied with the provisions of section 188 of the
Companies Act 2013 in respect of related party transactions. There is
no related party transaction which is material as per clause 49 of the
Listing Agreement.
7. Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings & Outgo
Pursuant to section 217(1 )(e) of the Companies Act, 1956 (section 134
of the companies Act 2013) and companies (Disclosure of particulars in
the Report of Board of Directors) Rules, 1988 the information is
furnished below:
i) Foreign Exchange Earnings: Nil
ii) Foreign Exchange Outgo : Nil
8. Particulars of Employees
There are no employees falling within the purview of section 217(2A) of
the Companies Act, 1956(section 134 of the companies Act 2013).
9. Listing of Shares with the Stock Exchanges
The Equity Shares of the Company are listed with the following stock
exchanges:
* The Madras Stock Exchange Limited (Regional Stock Exchange)
* BSE Limited
The trading of company's equity shares was suspended by the BSE
Limited. The Company is taking steps for Revocation of suspension.
10. Auditors
M/s P A Reddy & Co., Chartered Accountants and M/s CNGSN & Associates,
Chartered Accountants, Joint Statutory Auditors of the company hold
office until the conclusion of the ensuing Annual General Meeting. M/s
P A Reddy & Co., and CNGSN & Associates, Chartered Accountants, are
recommended for re-appointment.
As regards the observations of the auditors vide para 4 of the report,
the Board of Directors wish to express the following views:
a. The Board is of the considered view that the investment in
preference shares of Balaji Industrial Corporation Limited is long term
in nature and hence the valuation is not done. (Refer si.no.lV( i) of
Auditors' Report)
b. The interest of Rs.1.81 Crores is not provided as your company is
negotiating with the lender for waiver of interest and arrive at one
time Settlement. (Refer sl.no.IV (ii) of Auditors' Report)
11. Acknowledgement
Your Board wishes to express their sincere thanks to one and all for
their valuable services and help especially Government of Tamil Nadu,
Indian Bank and other company's bankers. Your Board also wishes to
express their sincere thanks to all the shareholders for reposing
confidence in them.
By Order of the Board
For BALAJI HOTELS AND ENTERPRISES LIMITED
Place : Chennai M. DHARMARAJ M. SREENIVASULU REDDY
Dated: May 26,2014 Director(00316960) Director (00035021) | 