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Directors Report of Apollo Sindoori Hotels Ltd.

Mar 31, 2015

L.Operations / State of the Company's Affairs

Apollo Sindoori Hotels Limited has delivered another year of strong performance despite challenging macro economic conditions prevailed across the Economy and Hospitality Industry.

Your Company's turnover has gone from Rs.69 Crores to Rs.97 Crores, flaunting a healthy growth of 40.58%.This growth in challenging circumstances is a testimony to the robustness of your Company's business strategy and innovative service offerings that helped capture new markets.

You will be pleased to note that profit Before Tax for 2014-15 Rs.343.34 Lacs as compared to Rs.302.64 Lacs for the financial year 2013-14. The growth of 13.45 % is exemplary and augurs well for the forthcoming year. Profit after Tax rose to Rs.231.23 Lacs as compared with Rs.204.45 Lacs for the last financial year, indicative of a PAT growth of 13.10%.

Your Company has invested in setting up a unit that centralized kitchen to optimise cost and benefit from economies of scale. Your Company also plans to expand the number of Sketch outlets within Chennai and other lucrative markets outside of Chennai.

In another important development, your Company Shares has been listed at National Stock Exchange of India Limited (NSE), Mumbai w. e. f. January 28, 2015.

(in Lacs)

Details 2015 2014

Income:

Income from sale 9637.03 6811.27

Other Income 63.86 56.99

Total Income 9700.89 6868.26

Expenditure:

Less: Employee Cost & other expenses 9289.11 6506.82

Profit before Depreciation, Interest and 411.78 361.44 Taxation

Less: Depreciation 45.96 42.72

Interest 22.48 16.08

Profit for the year before Exceptional 343.34 302.64 Item and Tax

Less: Exceptional Item (pre-tax) - -

Profit for the year before Tax 343.34 302.64

Less: Provision for Tax - Current Tax 99.00 94.00

- Deferred tax (net) 13.11 4.19

Net Profit for the year after tax 231.23 204.45

Balance brought forward from earlier years 1071.06 932.65

Appropriations:

General Reserve - 20.40

Proposed Dividend on Equity Shares 39.01 39.01

Income Tax on Proposed Dividend 8.66 6.63

Depreciation adjusted with reserve 6.36 -

Surplus carried to Balance Sheet 1248.26 1071.06

2. Dividend

Your Directors are pleased to recommend a dividend of Rs.3/- per equity share of face value Rs.10/-each for the financial year ended March 31, 2015. The dividend, if approved at the ensuing Annual General Meeting, will be paid to the shareholders whose names appear on the register of members of the Company as on the Book Closure Date. The equity dividend outgo for 2014-15, inclusive of tax on distributed profits would absorb a sum of Rs.47.67 lakhs (as compared to Rs.45.63 lakhs comprising the dividend of Rs. 3/- per equity share paid for the previous year).

3. Transfer to Reserves

The Company does not propose to be transferred out of the current profits to the General Reserve.

4. Fixed Deposits

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

5. Listing

The Company was exclusively listed on Madras Stock Exchange. Since the SEBI has issued a notice to Non-operative Stock Exchanges to close their operation, the Company has filed a Listing Application with National Stock Exchange of India Limited and it also got an approval for Listing of 1300200 Equity shares of the Company.

Accordingly the Shares of the Company were listed on National Stock Exchange of India Limited, Mumbai and the trading was started on 28.01.2015 effectively.

The Company has also paid a listing fees to National Stock Exchange and Madras Stock Exchange Ltd for the financial year 2015-16.

Further the Madras Stock Exchange was closed their operation with effect from 14, May, 2015 vide the order issued by Securities and Exchange Board of India.

6. Share Capital

The paid up equity share capital as on March 31, 2015 was Rs.1,30,02,000. During the year under review, your Company did not issue shares with differential voting rights / sweat equity.

7. 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.

8. Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitments, affecting financial position of the Company which have occurred between the end of the financial year of the Company i.e March 31, 2015, and the date of the Directors' Report.

9. Corporate social responsibility

With the enactment of the Companies Act, 2013 and the Companies (Corporate Social Responsibility) Rules, 2014 read with various clarifications issued by the Ministry of Corporate Affairs, every Company having the net worth of Rs.500 crores or more or turnover of Rs.1000 crores or more or net profit of Rs.5 crores or more during any financial year have to spend at least 2% of the average net profit of the Company made during the three immediately preceding financial years.

Accordingly the provisions of CSR activities under Companies Act 2013 do not apply to your company.

10. Corporate Governance

Compliance with the provisions of Clause 49 shall not be mandatory as paid up equity share capital not exceeding Rs.10 crores and Net Worth not exceeding Rs.25 crores, as on the last day of the previous financial year as per circular of SEBI bearing number CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014.

11. Joint venture Company/Associates

Faber Sindoori Management Services Private Limited

Apollo Sindoori Hotels entered into an MOU dated July 14, 2006 with Faber Medi-Serve SDN. BHD ("FMS") whereby FMS and Apollo Sindoori Hotels have agreed to form a joint venture company in Chennai for the purpose of setting up a project upon mutually agreed objectives in the domain of bio-medical engineering (maintenance), facility engineering (maintenance), cleansing, housekeeping, janitorial services and hospital support services (other than catering services) and management information services (other than patient information). It was agreed that FMS would hold 51% of the proposed joint venture company while Apollo Sindoori Hotels would hold 49%.

The said Joint Venture Agreement was entered into between FMS and Apollo Sindoori Hotels on June 25, 2007 whereby amongst other terms, it was recorded that a private limited company with the name "Faber Sindoori Management Services Private Limited " would be incorporated on 27/08/2007.

Financial position of Joint Venture Company has not been provided In accordance with the Notification issued by the Ministry of Corporate Affairs, Government of India, to amend the Companies (Accounts) Rules, 2014, Vide notification dated 14th October 2014, No. G.S.R. 723(E), in rule 6, after the existing proviso, of the Companies (Accounts) Rules, 2014.

12. Subsidiary

The Company has no subsidiary as on date of this Balance Sheet.

13. Consolidation of Accounts

In accordance with the Notification issued by the Ministry of Corporate Affairs, Government of India, to amend the Companies (Accounts) Rules, 2014, Vide notification dated 14th October 2014, No. G.S.R. 723(E), in rule 6, after the existing proviso, of the Companies (Accounts) Rules, 2014. As such Consolidation of Accounts is not applicable for the current financial year.

14. Related Party Transaction

All related party transactions that were entered into during the financial year were on an arm's length basis and in the ordinary course of business. All the related party transactions are pre- approved by the Audit Committee. In view of this, disclosure in form AOC-2 has not been provided as the same is not applicable to the Company.

During the year, the Company has not entered into any contract/arrangement with related parties which could be considered materially significant related party transactions.

The details of the transaction with Related Party are provided in the accompanying financial statements.

15. Extracts of Annual Return

The details forming Part of the Extracts of Annual Return is annexed as per Annexure 'A'.

16. Composition of Board

The Board comprised with optimum combination of Executive and Non- Executive Directors. Board has One Executive Director, Three Non-Executive Director and Three Independent Director duly appointed as per the Provisions of the Companies Act, 2013.

17. Board Meetings

During the year, Four Board Meetings and Four Audit Committee Meetings were convened and held.

18. Composition of Audit Committee

The Board has constituted an Audit Committee, which comprises of Mr. G. Venkatraman as the Chairman and Mr. Suresh R. Madhok, Mr. George Eapen as the Members. More details about the Committee are given in Annexure 'B '.

19. Disclosure of Information as required under section 134 (3) (m) of the Companies Act, 2013 (ACT) read with the companies (Accounts) Rules, 2014

(i) CONSERVATION OF ENERGY

The Company values the significance of conservation of energy and hence continuous efforts are made for judicious use of energy at all levels of operations by utilising energy efficient systems and processes. Towards achievement of this objective, steps have been initiated including use of energy efficient LED lights and energy management systems at our kitchen/offices. Further, certain initiatives are being implemented for optimisation of electricity and LPG usage.

Some of the actions planned for next year include replacement of energy intensive pumps with high efficiency systems, replacement of energy intensive fans with energy efficient fans. Operational measures include close monitoring and control of energy consumption and frequent energy audits by the hotel Engineering Department.

Your Company remains focused on giving importance towards conservation of energy, which results is savings in consumption of electricity, a significant component of the energy cost, in an ongoing process.

(ii) Technical Absorption

The Company continues to absorb and upgrade modern technologies and advanced hotel management techniques in various guest contact areas, which includes wireless internet connectivity in all the Guest House.

(iii) Foreign Exchange Earnings and outgo

As required under Section 134(3) (m) of the Companies Act, 2013, read with rule 2 of the Companies( Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, the information relating to foreign exchange earnings and outgo is hereunder.

Particulars March 31, 2015 (Rs.) March 31, 2014 (Rs.)

Used 14,73,846 6,46,773

Earned Nil Nil

20. Insurance

All insurable interests of the Company including buildings, furniture and fixtures and other insurable interest are adequately insured.

21. Auditors

(i) statutory Auditors

M/s R. Subramanian and Company, Chartered Accountants, Auditors of the Company hold office until the conclusion of this AGM. They are eligible for re- appointment and have given their consent for re-appointment. Company has received a certificate under Section 139 from the retiring auditors regarding their eligibility for re-appointment as the Company's Auditors for the year 2015-16.

The Board of Directors recommend the re appointment of M/s R. Subramanian and Company as the Auditors of the Company for 2015-2016 to hold office till the conclusion of the next AGM.

(ii) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 and The Companies (Accounts) Rules, 2014, the Company has appointed M/s. Karra & Co, Chartered Accountants as an Internal Auditors to undertake the Internal Audit of the Company.

(iii) Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed Mr.Gouri Shanker Mishra, Company Secretary in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure 'C'.

With respect to the observation made in the secretarial audit report:

1. The Company has belatedly filed form CHG - 1 for modification of charges under Section 77, MGT - 10 for change in shareholding under Section 93, MGT - 14 for fling of resolution and agreements under Section 117, DIR - 12 for changes in directors under Section 170 of the Act and MGT - 15 for report of Annual General Meeting under Section 121;

2. The Company has received the notice from Ministry of Corporate Affairs for non filing of 5 INV in financial year 2011-12 and has thereafter filed the requisite form during the audit period;

3. The Company has appointed Company Secretary w.e.f. 16th February 2015 and Chief Financial Officer w.e.f. 12th February 2015;

4. The Company has formed Nomination and Remuneration Committee and Stakeholders Relationship Committee only from 12th February 2015 as required under Section 178 of Act;

5. Company was not required to comply with the Clause 49 of the listing agreement based on Circular of SEBI bearing number SEbI/CFD/DIL/CG/1/2004/12/10 dated 29th October 2004 and revised listing agreement w.e.f. 1st October 2014 vide circular of SEBI bearing number CIR/CFD/POLICY CELL/7/2014 dated 15 th September 2014;

Apart from the above observation, there are no qualifications, reservations or adverse remarks made by Mr. Gouri Shanker Mishra, Practising Company Secretary, Secretarial Auditors of the Company in their secretarial audit report.

22. Internal control systems and their adequacy:

The Company has an internal Control System, commensurate with size, scale and complexity of its operations. The scope and authority of the internal Audit function is well defined in the organization. To maintain its objectivity and independence, the internal Audit function reports to the Chairman of the Audit Committee of the Board.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal Audit function, process owners undertake corrective action in their respective areas and thereby strengthen the control. Significant audit observations and corrective actions suggested are presented to the Audit Committee of the Board.

23. Directors' Responsibility Statement

Pursuant to Section 134 (5) of the companies Act, 2013, The Board of Directors of the company hereby state and confirm that:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

b) 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 true & fair view of the state of affairs of the company at the end of the financial year 31st March 2015 and of the Profit and loss of the Company for that period;

c) The Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the Company and for preventing & 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 the company and that such internal financial controls are adequate and were operating effectively.

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

24. Directors

Appointment of Independent Directors:

During the year the Company has appointed Mr.G.Venkatraman, Mr.Suresh R.Madhok and Mr.George Eapen as Independent Directors as per Section 149(4) of Companies Act, 2013 for a period of Five Consecutive years with effect from 16th Annual General Meeting. The terms of appointment of Independent directors also placed in website of the Company at http://apollosindoori.com/pdf/directors-appointment.pdf.

Appointment of Key Managerial Personnel:

During the Year the Company has appointed Mr.M.Ramakrishnan as a Chief Financial officer and Mr.R.Sathishkumar, as a Company Secretary and Compliance officer on 12.02.2015 and 16.02.2015 respectively and those appointment was made under the section 203(1)( Appointment of Key Managerial Personnel) of the Companies Act, 2013.

Re-appointment of Managing Director

Subject to the approval of the members in the ensuing AGM, the Board of Directors re-appointed Mrs. Sucharitha Reddy as a Managing Director of the Company with effect from 21.08.2015 for a period of 5 years as per the terms specified in the draft resolution to be placed before the ensuing AGM.

Directors seeking for Re-appointment:

In terms of the provisions of Section 152 (6) (d) of the Companies Act, 2013 Mr. P Vijayakumar Reddy and Mrs.Suneeta Reddy directors of the Company are retire by rotation at this Annual General Meeting as per the provisions of the Articles of Association of Company and being eligible offer themselves for re-election.

The brief resume of these directors proposed to be appointed and re-appointed and other relevant information have been furnished in the Notice convening the AGM. Appropriate resolution for the appointment/re-appointment is being placed for approval of the members at the AGM.

The board, therefore, recommends their appointment/ re-appointment as Directors of the Company.

Resignation of Directors:

During the year Dr.Prathap C. Reddy, and Mrs.Shobana Kamineni have resigned from the Board on 22.09.2014, and 14.03.2015 respectively. The Board places on record its sincere appreciation for the valuable services rendered by them.

Demise of Independent Director Mr. V.J. Chacko

Mr. VJ. Chacko Director of the Company has expired on 08/01/2015. Board condoled the demise of the Director Mr. VJ. Chacko. Board also said that they had conveyed heart-felt condolences to the bereaved family, on behalf of the company. The Board placed on record the invaluable contributions of Mr. VJ. Chacko towards the progress of the Company.

Independent Directors Declaration:

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013.

25. Particulars of loans, guarantees or investments under section 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

26. Vigil mechanism / whistle blower policy

Pursuant to Section 177(9) and (10) of the Companies Act, 2013, the Company shall establish a vigil mechanism for the directors and employees to report genuine concerns in such manner as may be prescribed.

The Vigil (Whistle Blower) Mechanism aims to provide a channel to the Directors and employees to report genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Codes of Conduct or policy.

The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations and in order to maintain these standards, the Company encourages its employees who have genuine concerns about suspected misconduct to come forward and express these concerns without fear of punishment or unfair treatment.

The mechanism provides for adequate safeguards against victimization of Directors and employees to avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases. The said Whistle-Blower Policy has been hosted on the website of the Company at http://apollosindoori.com/pdf/policy2.pdf

27. Board evaluation

Pursuant to the Provisions of the Companies Act, 2013, the Board has carried out an Annual Performance Evaluation of its own performance and that of its committees and Directors individually.

28. Human Resources

Your Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. It considers people as its biggest assets. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership. Your Company has a structured induction process at all its locations and management development programs to upgrade skills of managers.

29. Comments on auditors' report

Necessary Provision/write back will be effected after the Arbitrator finalise his award.

30. Particulars of Employees

The ratio of the remuneration of each director to the median employees' remuneration and other details in terms of Section 197(12) of the Act with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 ("the Rules"), forms a part of this Annual Report as Annexure 'D'

The Company had one employee who were employed throughout the year and were in receipt of Remuneration more thanRs.60 lakhs Per Annum. In terms of Section 136 of the Act, the copy of the financial statements of the Company, the auditor's report and relevant annexures to the said financial statements and reports are being sent to the Members and other persons entitled thereto, excluding the information in respect of the said employees containing the particulars as specified in Rule 5(2) of the said Rules, which is available for inspection by the Members at the Company's Registered Office during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, he may write to the Company Secretary of the Company at its Registered Office. The financial statements, reports etc. of the Company are available on the website of the Company www.apollosindoori.com

The Company has about 3783 employees in its roll. Since employees contribute in achieving the goal of the Company, periodical training programs are carried out to meet the challenges in providing services to the best of Customer Satisfaction.

31. Sexual Harassment of Women at Workplace (prohibition, prevention and redressal) Act, 2013

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. During the year under review, the Company has not received any complaints under the Policy.

Acknowledgement

Your Directors take this opportunity to thank the Company's customers, shareholders, suppliers, bankers, financial institutions and the Central and State Governments for their unstinted support. The Directors would also like to place on record their appreciation to employees at all levels for their hard work, dedication and commitment.

Place: Chennai For and on Behalf of Board of Directors Date: 29/05/2015

Sucharitha Reddy G. Venkatraman Managing Director Director


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Sixteenth Annual Report together with the Audited Accounts of your Company for the year ended 31 st March, 2014.

Financial Results (Rupees in lacs)

PARTICULARS Year ended Year ended 31.03.2014 31.03.2013

Sale and Other Income 6868.26 6807.57

Profit from Operations 361.44 305.79

Financial Charges 16.08 10.89

Depreciation and Amortization 42.72 15.62

Profit / (Loss) before Tax 302.64 279.28

Add/(less): Deferred Tax Asset 4.19 15.25

Less: Provision for Taxation 94.00 75.50

Profit / (Loss) after Tax 204.45 188.53

Financial Review

Your Board is happy to inform you all that Sales and other income for the financial year 2013-14 stands at Rs. 6868.27 Lacs as compared to Rs. 5612.82 Lacs (Revenue excludes previous year travel division Turnover of Rs. 1194.75 lacs) for the financial year 2012-13 registering a growth of 22 % over last year. In spite of difficult year for the economy in general, tight cash flow position, inflation, etc in particular, the profit from for the financial year 2013-14 stands at Rs. 302.64 Lacs as compared to Rs. 279.28 Lacs for the financial year 2012-13 registering a growth of 8% over last year. Your Company has achieved Profit after Tax of Rs.204.45 Lacs as compares to Rs. 188.53 Lacs for last year registering a growth of 8%

Appropriation towards Dividend

Looking at the financial performance for the year, your Board recommends a dividend of Rs3.00 (Rupees Three only) on each equity shares of the Company for the year ended 31 st March 2014.

Business Outlook

As your company pushes the throttle to gain increased foothold in Catering services business across various industries, software companies, hospitals and institutions; with aggressive marketing and innovative solutions, the year ahead will prove fruitful and satisfactory to all the stakeholders. Your Company recognizes that to be able to achieve amplified growth, the company needs to move with times and gain competitive advantage by ''Revitalizing'' the company''s brand image. The Company undertook a rebranding exercise that laid down the brand''s roadmap for repositioning. The repositioned branding guidelines will enhance and ensure clear understanding of the brand in order to develop pride and ownership within the company and amongst external stakeholders. It will further strengthen and integrate the culture of the organization through clear, relevant and consistent communication and will project a professional and contemporary image to all stakeholders, giving them renewed comfort and trust in the company''s capabilities.

Directors

In terms of the provisions of Section 152 of the Companies Act, 2013 Dr. Pratap C Reddy, Mrs. Shobana Kamineni and Mrs. Sindoori Reddy directors of the Company retire by rotation at this Annual General Meeting as per the provisions of the Articles of Association of Company and being eligible offer themselves for re-election.

During the year, the Ministry of Corporate Affairs (MCA) has notified majority of the provisions inter alia provisions relating to selection, manner, appointment, roles functions duties of independent directors (ID''s) and the relevant rules under the Companies Act, 2013 (the act 2013) and made them effective 1 st April 2014.

The existing composition of the Company''s Board is fully in conformity with the applicable provisions of the Act 2013 and clause 49 of the Listing Agreement having the following directors as non Executive Independent Directors namely:

Mr. Ganesan Venkatraman, Mr. Suresh Raj Madhok, Mr. Vachaparambil Job Chacko, Mr. Puthen Veetil George Eapen.

In terms of provisions of section 149(10) read with section 149(5) of the Act, 2013, ID''s are eligible to hold office for a term upto five consecutive years on the Board and eligible for re- appointment for the second term on passing special resolution by the Company. During the period they shall not be liable to retire by rotation as per the provisions of section 150(2), 152(2) read with schedule IV of the Act 2013.

It is therefore proposed to appoint them as ID''s for a consecutive period of 5 years at the AGM. Necessary declarations have been obtained from them as envisaged under the Act, 2013.

Notices in writing signifying the intention to offer their candidatures as ID''s of the Company along with the requisite deposit have been received from the members of the Company in terms of section 160 of the Act 2013.

In terms of provisions of sub-section (6) read with explanation to section 152 of the Act 2013, two third of the total number of Directors i.e, excluding ID''s are liable to retire by rotation at every annual general meeting.

The brief resume of these directors proposed to be appointed and re-appointed and other relevant information have been furnished in the Notice convening the AGM. Appropriate resolution for the appointment/re-appointment is being placed for approval of the members at the AGM.

The board, therefore, recommends their appointment/ re-appointment as Directors of the Company.

Audit Committee

Your Company has constituted an Audit Committee of the Directors, though Company does not have mandatory requirement either under the provisions of Section 292A of the Companies Act 1956 or Clause 49 of the Listing Agreements. Audit Committee comprises of four Directors.

Internal Control Systems & Their Adequacy

Internal Control systems and their adequacy are constantly reviewed by the Audit Committee at regular meetings. After discussing the adequacy and effectiveness of the existing systems and also after considering steps to be implemented to further improve the systems, such steps are implemented and constantly monitored by Audit Committee. Such continuing reviews make the system very effective.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the companies Act, 1956, The Board of Directors of the company hereby state and confirm that:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

b) 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 true & fair view of the state of affairs of the company at the end of the financial year 31 st March 2014 and of the Profit of the Company for that period.

C) The Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting frauds and irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

Auditors

M/s R. Subramanian and Company, Chartered Accountants, Auditors of the Company hold office until the conclusion of this AGM. They are eligible for re- appointment and have given their consent for re-appointment. Company has received a certificate under Section 139 from the retiring auditors regarding their eligibility for re-appointment as the Company''s Auditors for the year 2014-15.

The Board of Directors recommend the re appointment of M/s R. Subramanian and Company as the Auditors of the Company for 2014-2015 to hold office till the conclusion of the next AGM.

Reply to Auditor''s Remark:

Note No. 16(3) Auditor''s Report regarding impairment of assets

Necessary provision / write back will be effected after the Arbitrator finalies his award

Clause No. x(a) and (b) of Annexure to Auditor''s Report regarding delay in the payment of various Statutory payments

Subsequently it has been paid with interest and as on date there is no arrears.

Fixed Deposits

Company has not accepted any Deposits from the Public during the year underreview.

Insurance

All insurable interests of the Company including, buildings, furniture and fixtures and other insurable interest are adequately insured.

Listing

The shares of the company are listed on Madras Stock Exchange. The Company has paid annual Listing fees for the year 2014-15.

Corporate Governance

The provisions of clause 49 of the listing agreement is not applicable as the paid up share capital of Company is less than Rupees Three Crores as per circular of SEBI bearing number SEBI/MRD/SE/31 /2003/26/08 dated 26th August 2003.

Secretarial Compliance

The Secretarial Compliance Report as required under the provisions of Section 383A of the Companies Act, 1956 is annexed.

Conservation Of Energy, Technology Absorption

The Company has taken adequate measures to conserve energy and the Company believes that productivity from all its workforce can be achieved with interface of latest technology. Various steps have been taken to reduce consumption of electrical energy by improved Catering services and monitoring the use of equipment etc.

The Company is not an industrial undertaking in terms of Section 217 (1) (e) of the Companies Act, 1956 read along with Companies (Disclosure of particulars in the report of Board of Directors) and hence, particulars regarding conservation of energy, technology absorption and adoption are not applicable and hence same has not been provided.

Foreign Exchange Earnings and Outgo

There are no Foreign Exchange earnings during this period.

Foreign Exchange Outgo during this period - Rs. 6,46,773

Particulars of Employees under Section 217 (2 A) of the Companies Act, 1956

None of the employees of the Company were in receipt of remuneration, which in aggregate exceeded the limits fixed under sub-section (2 A) of Section 217 of the Companies Act, 1956 and Rules made thereon under Companies (Particulars of Employees) Rules 1975 for the year.

Industrial Relations and Human Resource

The Company has about 3100 employees in its roll. Since employees contribute in achieving the goal of the Company, periodical training programs are carried out to meet the challenges in providing services to the best of Customer Satisfaction.

Human Relations continued to remain Cordial throughout the year.

Related Party transaction

Details of related party transaction has given in Note No.28 of notes to financial statements for the year ended 31 st March 2014

Companies Act 2013

The Companies Act, 2013 has become effective from April 1, 2014 and the rules relating to the Act were made effective subsequently. The Ministry of Corporate Affairs, vide Circular No. 1 /19/2013-CL-V dated April 4,2014, notified that matters pertaining to maintenance of books of accounts and preparations/adoption/filing of financial statements, auditor''s report, Board''s report and attachments to such statements and reports in respect of financial years that commenced earlier than 1st April 2014 shall be governed by the relevant provisions/schedules/rules of the Companies Act, 1956. Thus, the Board''s Report and the financial statements of the Company were prepared as per the Companies Act, 1956

Acknowledgement

Your Company & Directors wish to extend their sincere thanks to the Investors, Bankers, Customers, Business Associates, Suppliers and Government for their continuous co-operation and assistance. Directors would like to place on record their deep sense of appreciation and thanks to all the Government Authorities, Shareholders for their valuable assistance, support and co-operation, and look forward to the same in the years to come.

The Directors also extend a special word of thanks to the inspired staff of the Company but for whose unstinted efforts the Company could not have achieved results of such positive growth.

For and on Behalf of Board of Directors

Sucharitha Reddy G.Venkatraman Managing Director Director

Place: Chennai Date : 29th May 2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the Fifteenth Annual Report together with the Audited Accounts of your Company for the year ended 31 st March, 2013.

FINANCIAL RESULTS

(Rupees in lakhs)

PARTICULARS Year ended Year ended

31.03.2013 31.03.2012

Sale and Other Income 6807.57 5900.37

Profit from Operations 305.79 254.13

Financial Charges 10.89 8.90

Depreciation and Amortization 15.62 13.86

Profit / (Loss) before Tax 279.28 231.37

Add/(less): Deferred Tax Asset 15.25 8.48

Less: Provision for Taxation 75.50 94.18

Profit / (Loss) after Tax 188.53 145.67

Financial Review

Your Board is happy to inform you all that Sales and other income for the financial year 2012-13 stands at RS. 6807.57 lakhs as compared to RS. 5900.37 lakhs for the financial year 2011-12 registering a growth of 15% over last year. In spite of difficult year for the economy in general, tight cash flow position, inflation, etc in particular, the profit from for the financial year 2012-13 stands at RS. 279.28 lakhs as compared to RS. 231.37 lakhs for the financial year 2011-12 registering a growth of 21% over last year. Your Company has achieved Profit after Tax of RS. 188.53 lakhs as compared to RS. 145.67 lakhs for last year registering a growth of 29%.

Appropriation towards Dividend

Looking at the financial performance for the year, your Board recommends a dividend of RS. 3.00 (Rupees Three only) on each equity shares of the Company for the year ended 31st March 2013.

Business Outlook

Your Company has entered into new business venture SKETCH -The Cafe during May 2013 in the place of existing Travel Business at the primary location of Chennai at Nungambakkam High Road, Chennai -34. Your directors continue to explore opportunities for augmenting business. The business continues to be encouraging and company expected to earn much better in the coming years.

Directors

In terms of the provisions of Section 255 and 256of the CompaniesAct, 1956Mr. Suresh Raj Madhok, Mr. Vachaparambil Job Chacko and Mr. Ganesan Venkatraman directors of the Company retire by rotation at this Annual General Meeting as per the provisions of the Articles of Association of Company and being eligible offer themselves for re-election.

Audit Committee

Your Company has constituted an Audit Committee of the Directors, though Company does not have mandatory requirement either under the provisions of Section 292A of the Companies Act 1956 or Clause 49 of the Listing Agreements. Audit Committee comprises of three Directors.

Internal Control Systems & Their Adequacy

Internal Control systems and their adequacy are constantly reviewed by the Audit Committee at regular meetings. After discussing the adequacy and effectiveness of the existing systems and also after considering steps to be implemented to further improve the systems, such steps are implemented and constantly monitored by Audit Committee. Such continuing reviews make the system very effective.

Directors'' Responsibility Statement

Pursuant to Section 217 (2AA) of the companies Act, 1956, The Board of Directors of the company hereby state and confirm that:

a) In the preparation of Annual Accounts, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any.

b) 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 true & fair view of the state of affairs of the company at the end of the financial year 31 st March 2013 and of the Profit of the Company for that period.

c) The Directors have taken proper & sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing & detecting frauds and irregularities.

d) The Directors have prepared the Annual Accounts on a going concern basis.

Auditors

M/s R. Subramanian and Company, Chartered Accountants, Auditors of the Company hold office until the conclusion of this AGM. They are eligible for re- appointment and have given their consent for re-appointment. Company has received a certificate under Section 224( 1B) from the retiring auditors regarding their eligibility for re-appointment as the Company''s Auditors for the year 2013-14.

The Board of Directors recommend the re-appointment of M/s R. Subramanian and Company as the Auditors of the Company for 2013 -2014 to hold office till the conclusion of the next AGM.

Fixed Deposits

Company has not accepted any Deposits from the Public during the year under review.

Insurance

All insurable interests of the Company including, buildings, furniture and fixtures and other insurable interest are adequately insured.

Listing

The shares of the company are listed on Madras Stock Exchange. The Company has paid annual Listing fees for the year 2013-14.

Corporate Governance

The provisions of clause 49 of the listing agreement is not applicable as the paid up share capital of Company is less than Rupees Three Crores as per circular of SEBI bearing number SEBI/MRD/SE/31/2003/26/08 dated 26th August 2003.

Secretarial Compliance

The Secretarial Compliance Report as required under the provisions of Section 383A of the Companies Act, 1956 is annexed.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The Company has taken adequate measures to conserve energy and the Company believes that productivity from all its workforce can be achieved with interface of latest technology. Various steps have been taken to reduce consumption of electrical energy by improved Catering services and monitoring the use of equipment''s etc.

The Company is not an industrial undertaking in terms of Section 217(l)(e) of the Companies Act, 1956 read along with Companies (Disclosure of particulars in the report of Board of Directors) 1988 and hence , particulars regarding conservation of energy, technology absorption and adoption are not applicable and hence same has not been provided.

There are no foreign exchange earnings or outgo during this period.

Particulars of Employees under Section 217(2A) of the Companies Act, 1956

None of the employees of the Company were in receipt of remuneration, which in aggregate exceeded the limits fixed under sub-section (2A) of Section 217 of the Companies Act, 1956 and Rules made thereon under Companies (Particulars of Employees) Rules 1975 for the year.

Industrial Relations and Human Resource

The Company has about 2800 employees in its roll. Since employees contribute in achieving the goal of the Company, periodical training programs are carried out to meet the challenges in providing services to the best of Customer Satisfaction.

Human Relations continued to remain Cordial throughout the year.

Acknowledgement

Your Company & Directors wish to extend their sincere thanks to the Investors, Bankers, Customers, Business Associates, Suppliers and Government for their continuous co-operation and assistance. Directors would like to place on record their deep sense of appreciation and thanks to all the Government Authorities, Shareholders for their valuable assistance, support and co-operation, and look forward to the same in the years to come.

The Directors also extend a special word of thanks to the inspired staff of the Company but for whose unstinted efforts the Company could not have achieved results of such positive growth.

for and on Behalf of Board of Directors

Sucharitha Reddy G. Venkataraman Managing Director Director

Place: Chennai Date: 21.5.2013

 
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