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Directors Report of James Hotels Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their 34th Annual report together with the Audited Profit And Loss Account Statement for the year ended on 31st March, 2015 and Balance Sheet as at 31st March, 2015.

PRESENT STATUS

The Project has now been fully completed and operational. All the 138 rooms (including 28 rooms of the sixth floor), Swimming Pool and Hippodrome (Night Club) have now become operational.

FINANCIAL RESULTS

2014-2015 2013-2014 (Rs. In Lacs) (Rs. In Lacs)

Gross Operating Profit / (Loss) before 546.61 672.25 Financial Charges & Depreciation

Less: Financial Charges 1380.06 725.71

Less: Depreciation 1492.25 959.25

Add: Exceptional Income 0.68 0.00

Net Profit / (Loss) (2329.47) (1012.70)

BUSINESS OVERVIEW

During the year under review, the Company earned Gross Operating Profit before Financial Charges and Depreciation of Rs. 546.61 Lacs as compared to Rs. 672.25 Lacs in the previous year. However, after providing for financial charges and depreciation but before tax , the Net loss is Rs. 2325.02 lacs as compared to loss of Rs. 1012.70 Lacs in the previous year. The Company is going through a rough phase and facing acute shortage of funds.

DETAILS OF SUBSIDIARY. JOINT VENTURE AND ASSOCIATES

N.A

CONSOLIDATED FINANCIAL STATEMENTS

N.A

PARTICULARS OF LOAN. GUARANTEES AND INVESTMENTS UNDER SECTION 186 :

NIL

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There are no contracts or arrangements with related parties entered into by the Company as referred to in Section 188(1) of the Companies Act, 2013 for the financial year 2014-15.

AMOUNTS TRANSFERRED TO RESERVES:

No amount has been transferred to reserves during the current financial year on account of losses incurred.

DIVIDEND

During the year 2014-15 the Company incurred a net loss of Rs. 2329.47 Lacs, hence your Directors have not recommended any dividend.

TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND :

N.A

PUBLIC DEPOSITS

The Company has not accepted any Public deposits under section 73 of the Companies Act, 2013. Unsecured Loans from Directors are exempt deposit in conformity with the applicable provisions of the Companies Act, 2013 & rules framed thereunder.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control system commensurate with the 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 Auditor reports to the Chairman of the Audit Committee of the Board.

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

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has adopted a Whistle Blower Policy to provide a mechanism for the Directors and employees to report genuine concerns about any unethical, actual or suspected fraud or violation of the Company's code of conduct. The provisions of this policy are in line with the provisions of Section 177(9) of the Act and the revised Clause 49 of the Listing Agreement. The Whistle Blower Policy can be accessed on the Company's website.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith As Annexure-l.

AUDIT COMMITTEE

Details pertaining to the composition of Audit Committee are included in the Corporate Governance Report, which forms part of the Annual Report.

RELATED PARTY TRANSACTIONS

The Company has formulated a policy on dealing with RPTs which can be accessed on the Company's website. During the year under review, there had been no materially significant related party transactions which may be consider to have potential conflict with the interests of the Company.

RISK MANAGEMENT

Your Company is faced with risks of different types all of which need different approaches for mitigation. Details of various risks faced by the Company are provided in the Management Discussion & Analysis.

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Company has adopted a Risk Management Policy which has a framework to identify and evaluate business risks and opportunities. This framework seeks to create transparency, minimize adverse impact on business objective and enhance the Company's competitive advantage. The risk framework defines the risk management approach across the enterprise at various levels including documentation and reporting.

The framework enables risks to be appropriately rated and graded in accordance with their potential impact and likelihood. The two key components of risks are the probability of occurrence and the impact of occurrence, if the risk occurs. Risk is analyzed by combining estimates of probability and impact in the context of existing control measures. Existing control measures are evaluated against Critical Success factors and key performance indicators identified for those specific controls.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP) Appointments

In terms of Section 149 of the Act, the Members at their meeting held on September 30, 2014 had appointed Mr. Neeraj Mohindroo, Mr. Amit Julka and Mr. Amardeep Singh Braras Independent Directors of the Company for a period of five years. The resolution for the appointment of Mr. Daljit Singh Sidhu had also been included in the Notice for the Annual General Meeting but because of his resignation on dated 27.09.2014, the item had not been passed by the members in the Annual General Meeting.

Ms. Amrit Pal Bedi was appointed as an Additional Director of the Company with effect from 28th March, 2015 and she holds office only upto the date of the forthcoming Annual General Meeting and is proposed to be appointed as an Independent Director of the Company for a period of five years commencing from September 30, 2015.

Mr. Haravtar Singh Arora is proposed to be re appointed as Managing Director of the Company for a period of five years with effect from 9th April, 2015 and is placed in the Notice of Annual General Meeting for approval of the shareholders.

Your approval for their appointments/ re-appointments as Directors/ MD has been sought in the Notice convening the Annual General Meeting of the Company.

In terms of Section 203 of the Act, the following were designated as KMP of your Company by the Board :

- Mr. Haravtar Singh Arora, Managing Director.

- Mr. Bharat Bhushan Goel, Chief Operating and Financial Officer.

- Ms. Puja Sharma, Company Secretary.

Retirement/ Resignations

Mr. Daljit Singh Sidhu and Mr. Amardeep Singh Brar, Independent Directors of the Company resigned from Directorship on dated 27th September, 2014 and 15th April, 2015 respectively. The Board places on record their appreciation of the services rendered and the contribution made by the above named Directors during their respective tenures.

Declaration from Independent Directors

The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 stating that they meet the independence criteria as laid down in Section 149(6) of the Companies Act, 2013.

BOARD MEETINGS

During the year under review, 6 Board Meetings were held and the intervening gap between the meetings did not exceed the period prescribed under the Act, the details of which are given in the Corporate Governance Report.

BOARD EFFECTIVENESS

The Company has adopted the Governance guidelines which, inter alia, cover aspects related to composition and role of the Board, Chairman and Directors, Board Diversity , definition of independence , Director's term and Committees of the Board. It also covers aspects relating to the nomination, appointment, induction and development of Directors, Director Remuneration, Code of conduct, Board Effectiveness Review and mandates of Board Committees.

A. Criteria adopted for the appointment of Directors The RNC is responsible for developing competency requirements for the Board level. The RNC reviews and meets the potential candidates, prior to recommending their nomination to the Board. The RNC has formulated the criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Section 178(3) of the Act and Clause 49 of the Listing Agreement. The criteria for appointment of Directors is based upon Independence and Competency level.

B. Remuneration Policy: The Company has adopted a Remuneration Policy for the Directors, KMP and other employees, pursuant to the provisions of the Act and Clause 49 of the Listing Agreement. The key principles for the remuneration of Independent Directors is that the Independent Directors may be paid sitting fees for attending the meetings of the Board and of Committees of which they may be members. The key principles governing the Company's remuneration policy for the Managing Director/ Executive Directors/ Key Managerial Personnel/ rest of the employees are as follows :

D The extent of overall remuneration should be sufficient to attract and retain talented and qualified individuals suitable for every role. Hence, remuneration should be market competitive, driven by the role played by the individual, reflective of the size of the Company, complexity of the sector/ industry/ Company's operations and the Company's capacity to pay. - The Company provides a fixed remuneration to MD subject to limits prescribed under Section II of Part- II of Schedule V of the Companies Act, 2013 and to the other key Managerial Personnel.

C. Board Evaluation: The Board of Directors has carried out an annual evaluation of its own performance, Board Committees and Individual Directors pursuant to the provisions of the Act and the Corporate Governance requirement as prescribed by Securities & Exchange Board of India (SEBI) under Clause 49 of the Listing Agreement.

The performance of the Board was evaluated by the Board after seeking inputs from the Directors on the basis of the criteria such as the Board Composition and structures, effectiveness of Board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the Composition of the Committees, effectiveness of committee meetings, etc.

The Board and the Remuneration and Nomination Committee reviewed the performance of the Individual Directors on the basis of the criteria such as the contribution of the Individual Director to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings etc. In addition, the Chairman was also evaluated on the key aspect of his role.

In a separate meeting of Independent Directors, performance of-Non Independent Directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of the Executive Directors and Non- Executive Directors.

MANAGERIAL REMUNERATION

Statistical disclosures pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure - II.

STATUTORY AUDITORS

At the Annual General Meeting, the Membersare requested to ratify the appointment of M/s Vasudeva & Associates, Chartered Accountants (Firm No. 022239N) as the Statutory Auditors of the Company from the conclusion of this Annual General Meeting till the conclusion of 35th Annual General Meeting and authorize the Board of Directors to fix their remuneration.

The report of the Statutory Auditors along with the notes to Schedules is enclosed with this report.

SECRETARIAL AUDIT:

Pursuant to the provisions of Section 204 of the Act, the Company has appointed M/s Nitin Kumar & Associates to undertake the Secretarial Audit of the Company for the financial year 2014-15. The Secretarial Audit Report is annexed herewith as Annexure III.

CORPORATE GOVERNANCE

The Report of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of this Annual Report. A Certificate from Practising Company Secretary conforming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of this Annual Report.

MEANS OF COMMUNICATIONS

The Company has been providing Quarterly Financial Results to the Bombay Stock Exchange, besides publishing the same in newspapers for the public and members of the Company, but with delay of some days.

DETAILS OF NON COMPLIANCE BY THE COMPANY. PENALTIES. AND STRICTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGES OR SEBI. OR ANY STATUTORY AUTHORITY ON ANY MATTER RELATED TO CAPITAL MARKETS. DURING THE LAST THREE YEARS

The Stock Exchange(s) Agreement Clauses, SEBI Guidelines and the applicable Rules / Regulations / Sections of the other Acts are being complied by the Company from time to time during the last three years. However, due to delay in submission of financial results to the Stock Exchange, penalty has been levied by the Bombay Stock Exchange.

DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013

The Company has zero tolerance for sexual harassment at its workplace and has adopted a Policy on Prevention, Prohibition and Redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. During the year under review, the Company has not received any such complaints.

QUALITY

The Hotel unit is complying with Food Safety Management Systems by availing a Food Licence under the Food Safety and Standards Act, 2006 and is maintaining the desired norms in Food & Beverage operations.

LISTING WITH STOCK EXCHANGES

The Company's Securities are at present listed at Bombay, Delhi and Ludhiana Stock Exchange. The Annual Listing fees have been paid to the Bombay Stock Exchange.

INFORMATION UNDER SECTION 134(3)(m) OF THE COMPANIES ACT. 2013 READ WITH THE COMPANIES (ACCOUNTS) FORMING PART OF THE BOARD'S REPORT

ENERGY CONSERVATION

a) Energy Conservation Measures Taken

The Business Unit has made efforts to improve energy usage efficiencies and increase contributions from renewable sources of energy. Some of the measures adopted by the Company are as follows:

1. Improvement in energy usage efficiencies of lighting systems by changing over to higher efficiency lighting solutions such as Light Emitting Diodes and increased daylight harvesting systems.

2. Reduction in lighting and air conditioning loads by installation of automated controls & sensors.

3. Installation of solar based power plants in the unit.

4. Install variable frequency drives to match output drives to changing load patterns and thereby optimize energy consumption.

5. Reuse of STP water for the gardening purpose.

6. In place of 11W Innova Lamps & 12V-50W Halogen Lamps, 12V-5W LED Lamps have been used.

7. 5 Kg Electrical Steam Boiler is used in emergency Guest Laundry to avoid excess diesel consumption.

Energy conservation measures taken have resulted in savings in energy costs and helped partially offset the inflationary trend in fuel/ electricity.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company continues to use the latest technologies for improving the productivity and quality of its services and products.

DIRECTORS'RESPONSIBILITY STATEMENT

Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors of your Company confirm that:

i) In preparation of the annual accounts for the financial year ended 31st March,2015, the applicable accounting standards have been followed and no material departure have been made from the same; ii) the appropriate accounting policies have been selected and applied 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 the financial year and of the profit or loss of the Company for the year under review;

iii) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

v) The Directors have laid down internal financial controls for the Company which are adequate and are operating effectively.

vii) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively.

ACKNOWLEDGEMENT

The Directors express their deep sense of appreciation for the contribution made by the employees to the significant improvement in the operations of the Company. The Directors also thank all their global stakeholders including Members, customers, lenders, vendors and the Chandigarh Administration.

By order of the Board of Directors

for James Hotels Limited

Sd/-

Place: Chandigarh Haravtar Singh Arora

Date: 25.08.2015 (Chairman Cum Managing Director)

DIN-00592496


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 33rd Annual report together with the Audited Profit And Loss Account Statement for the year ended on 31st March, 2014 and Balance Sheet as at 31st March, 2014.

PRESENT STATUS OF THE PROJECT

All the 138 rooms, Swimming Pool and Hippodrome (Night Club) earlier under progress have now been fully completed. The hotel is running under capacity as 28 rooms of the sixth floor although fully completed but are yet not brought under operation.

FINANCIAL RESULTS

2013-2014 2012-2013 (Rs. In Lacs) (Rs. In Lacs)

Gross Operating Profit / (Loss) 672.25 486.92 before Financial Charges & Depreciation

Less : Financial Charges 725.71 149.58

Less : Depreciation 959.25 490.97

Add : Exceptional Income 0 2.86

Net Profit / (Loss) (1012.70) (150.77)

FINANCIAL PERFORMANCE

2013-14 being the second year of operationalization of the Company, the Company earned Gross Operating Profit before Financial Charges and Depreciation of Rs. 672.25 lacs as compared to loss of Rs. 486.92 lacs in the previous year. However, after providing for financial charges and depreciation, the Net loss is Rs. 1012.70 lacs as compared to loss of Rs. 150.77 Lacs in the previous year. Since the day one of the commencement of operation, the company has been facing acute shortage of funds for want of financial assistance from banks and financial institutions. The Company had to get its loan restructured even than the financial position could not be improved for want of additional term loan and working capital which the banks did not consider and refused for want of promoters contribution.

DIVIDEND

During the year 2013-14 the Company incurred a net loss of Rs. 1012.70 Lacs, hence your Directors have not recommended any dividend.

PUBLIC DEPOSITS

The Company has not accepted any Public deposits under section 73 of the Companies Act, 2013. Unsecured Loans from Directors are exempt deposit in conformity with the applicable provisions of the Companies Act, 2013 & rules framed thereunder.

DIRECTORS

In accordance with the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Ajit Pal Singh, Promoter Director of the Company retires by rotation and being eligible, offers himself for re- appointment at the ensuing Annual General Meeting.

In accordance with the provisions of section 146 and other applicable provisions, if any, of the Companies Act, 2013, Mr. Neeraj Mohindroo, Mr. Amit Julka, Mr. Daljit Singh Sidhu and Mr. Amardeep Singh Brar are proposed to be appointed as Independent Directors of the Company for a period of five years commencing from Sep 30, 2014

A brief profile of the above Directors, nature of their expertise in specific functional areas, name of Companies in which they hold directorship and/ or membership / Chairmanship of Committees of the respective Boards, shareholding, etc. as stipulated under Clause 49 of the Listing Agreement is given in the Section on Corporate Governance Report forming part of this Annual Report.

Your Board recommends the above appointments/reappointments of Directors in the interest of the Company.

Pursuant to the requirement of Section 134 of the Companies Act, 2013, the Directors of the your Company confirm that:

i) In preparation of the annual accounts for the financial year ended 31st March,2014, the applicable accounting standards have been followed and no material departure have been made from the same;

ii) the appropriate accounting policies have been selected and applied 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 the financial year and of the profit or loss of the Company for the year under review;

iii) the proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) the annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE

The Report of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of this Annual Report. A Certificate from Practising Company Secretary conforming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of this Annual Report.

MEANS OF COMMUNICATIONS

The Company has been regularly providing Quarterly Financial Results to all the Stock Exchanges whereat the shares of the Company are listed, besides publishing the same in newspapers for the public and members of the Company, except delay in publication in one quarter.

DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS OF THE COMPANY OF MATERIAL NATURE WITH ITS PROMOTERS , DIRECTORS OR THE MANAGEMENT, WHERE SUBSIDIARIES, RELATIVE ETC. THAT MAY HAVE POTENTIAL CONFLICT WITH THE INTEREST OF THE COMPANY AT LARGE

During the year under review, there had been no materially significant party transactions which may be consider to have potential conflict with the interests of the Company.

DETAILS OF NON COMPLIANCE BY THE COMPANY, PENALTIES, AND STRICTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGES OR SEBI, OR ANY STATUTORY AUTHORITY ON ANY MATTER RELATED TO CAPITAL MARKETS, DURING THE LAST THREE YEARS

The Stock Exchange(s) Agreement Clauses, SEBI Guidelines and the applicable Rules / Regulations / Sections of the other Acts are being complied by the Company from time to time during the last three years.

PARTICULARS OF EMPLOYEES RULES, 1975

There are no persons employed throughout or part of the financial year from whom information about the particulars required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 need to be given.

AUDITORS

M/s Vasudeva & Associates , Chartered Accountants, Chandigarh, hold office until the conclusion of the ensuing Annual General meeting and are eligible for re-appointment. The Company has received a letter from M/s Vasudeva & Associates, to the effect that their appointment , if made, would be within the prescribed limits and that they are not disqualified from such appointment in terms of Section 141 of the Companies Act, 2013.

Your Board recommends their appointment for your approval.

QUALITY

The Hotel unit is complying with Food Safety Management Systems by availing a Food Licence under the Food Safety and Standards Act, 2006 and is maintaining the desired norms in Food & Beverage operations.

LISTING WITH STOCK EXCHANGES

The Company''s Securities are at present listed at Bombay, Delhi and Ludhiana Stock Exchange. The Annual Listing fees have been paid to the Bombay Stock Exchange.

INFORMATION UNDER SECTION 134 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS'' REPORT ENERGY CONSERVATION

a) Energy Conservation Measures Taken

The Business Unit has made efforts to improve energy usage efficiencies and increase contributions from renewable sources of energy. Some of the measures adopted by the Company are as follows :

1. Improvement in energy usage efficiencies of lighting systems by changing over to higher efficiency lighting solutions such as Light Emitting Diodes and increased daylight harvesting systems.

2. Reduction in lighting and air conditioning loads by installation of automated controls & sensors.

3. Installation of solar based power plants in the unit.

4. Install variable frequency drives to match output drives to changing load patterns and thereby optimize energy consumption.

5. Reuse of STP water for the gardening purpose.

Energy conservation measures taken have resulted in savings in energy costs and helped partially offset the inflationary trend in fuel/ electricity

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company continues to use the latest technologies for improving the productivity and quality of its services and products.

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the continued support and co-operation received from Chandigarh Administration, State Bank of India, Punjab National Bank, United Bank of India and to Executives, Staff Members of the Company for the devoted services rendered by them.

The Board of Directors are pleased to express their sincere thanks to all the investors, shareholders and stakeholders for the faith and confidence they have reposed in the Company.

By order of the Board of Directors for James Hotels Limited

Sd/- Place: Chandigarh Haravtar Singh Arora Date : 12.08.2014 (Chairman Cum Managing Director)


Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting their 32nd Annual report together with the Audited Profit And Loss Account Statement for the year ended on 31st March, 2013 and Balance Sheet as at 31st March, 2013.

PRESENT STATUS OF THE PROJECT

During the period, the number of let-able rooms increased from 82 to 110 and interior work for remaining 28 rooms is in progress. We are hopeful to complete the same by December 2013. Also,the work on Geoffrey Bar and Swimming Pool is near Completion and we are hopeful to put these in commercial use shortly

FINANCIAL RESULTS 2012-2013 2011-2012 (Rs. in Lacs) (Rs. in Lacs)

Gross Operating 486.92 (4.73)

Profit/(Loss) before Depreciation & Financial Charges

Less: Depreciation 490.97 7.63

Less: Financial Charges 149.58 0.00

Add : Exceptional Items

Profit on sale of Fixed Assets 2.86 3.67

Net Profit/(Loss) (150.77) (8.69)

FINANCIAL PERFORMANCE

During the very first year of commencement of commercial operations made on 9th April, 2012 with the rigorous efforts made by the new management, after taking over control and change in management in 2006, the Company earned Gross Operating Profit before Financial Charges and Depreciation of Rs. 486.92 lacs as compared to loss of Rs. 4.73 lacs in the previous year. However, after providing for financial charges and depreciation, the Net loss is Rs. 150.77 lacs as compared to loss of Rs. 8.69 Lacs in the previous year.

DIVIDEND:

During the year 2012-13 the Company incurred a net loss of Rs. 150.77 Lacs, hence your Directors have not recommended any dividend.

PUBLIC DEPOSITS:

The Company has not accepted any Public deposits under section 58A of the Companies Act,1956. Unsecured Loans from Promoters are exempt deposit in conformity with the applicable provisions of the Companies Act, 1956 & rules framed there under.

DIRECTORS

In accordance with the Companies Act, 1956 read with the Articles of Association of the Company, Mr. Neeraj Mahindroo, Independent Director of the Company retires by rotation and being eligible, offers himself for re- appointment at the ensuing Annual General Meeting.

Mr. Amardeep Singh Brar was appointed as an Additional Director on 30lh May, 2013 in terms of Section 260 of the Companies Act, 1956 and holds office upto the date of ensuing Annual General Meeting. The Company has received a Notice u/s 257 of the Companies Act, 1956 along with requisite deposit.

A brief profile of the above Directors, nature of their expertise in specific functional areas, name of Companies in which they hold directorship and/ or membership / Chairmanship of Committees of the respective Boards, shareholding, etc. as stipulated under Clause 49 of the Listing Agreement is given in the Section on Corporate Governance Report forming part of thisAnnual Report.

Your Board recommends the above appointments/reappointments of Directors in the interest of the Company.

DIRECTOR "S RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217 (2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) In preparation of the annual accounts for the financial year ended 31s'' March,2013,the applicable accounting standards have been followed and no material departure have been made from the same;

ii) The appropriate accounting policies have been selected and applied 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 the financial year and of the profit or loss of the Company for the year under review;

iii)The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv)The annual accounts have been prepared on a going concern basis.

CORPORATE GOVERNANCE:

The Report of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) forms part of this Annual Report. A Certificate from Practising Company Secretary conforming compliance with the conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement, is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of this Annual Report.

MEANS OF COMMUNICATIONS:

The Company has been regularly providing Quarterly Financial Results to all the Stock Exchanges whereat the shares of the Company are listed, besides publishing the same in newspapers for the public and members of the Company, except delay in publication in one quarter.

DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS i.e. TRANSACTIONS OF THE COMPANY OF MATERIAL NATURE WITH ITS PROMOTERS, DIRECTORS OR THE MANAGEMENT, WHERE SUBSIDARIES, RELATIVE ETC. THAT MAY HAVE POTENTIAL CONFLICT WITH THE INTEREST OF THE COMPANY AT LARGE.

During the year under review, there had been no materially significant party transactions which may bez

During the year under review, there had been no materially significant party transactions which may be consider to have potential conflict with the interests of the Company.

DETAILS OF NON COMPLIANCE BY THE COMPANY, PENALTIES, AND STRICTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGES OR SEBI, OR ANY STATUTORY AUTHORITY ON ANY MATTER RELATED TO CAPITAL MARKETS, DURING THE LAST THREE YEARS:

The Stock Exchange(s) Agreement Clauses, SEBI Guidelines and the applicable Rules / Regulations / Sections of the other Acts are being complied by the Company from time to time during the last three years. The company paid Rs. 3.60 Lacs to BSE as re-instatement fee to revoke the suspension of trading of securities.

PARTICULARS OF EMPLOYEES RULES, 1975:

There are no persons employed throughout or part of the financial year from whom information about the particulars required under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 need to be given.

AUDITOR''S REMARKS AND BOARD''S COMMENTS

The Board of Directors comments on remarks given in Auditor''s Report and referred Notes on Accounts are as follows:

AUDITORS

M/s Vasudeva & Associates , Chartered Accountants, Chandigarh, hold office until the conclusion of the ensuing Annual General meeting and are eligible for re-appointment. The Company has received a letter from M/s Vasudeva & Associates, to the effect that their appointment , if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956, and that they are not disqualified from such appointment in terms of Section 226 of the Companies Act, 1956. Your Board recommends their appointment for yourapproval.

QUALITY

The Hotel unit is complying with Food Safety Management Systems, by availing a Food Licence under the Food Safety and Standards Act, 2006, and is maintaining the desired norms in Foods & Beverage operations.

LISTING WITH STOCK EXCHANGES:

The Company''s Securities are at present listed at Bombay, Delhi and Ludhiana Stock Exchange. The Annual Listing fees have been paid to the Bombay Stock Exchange.

INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS'' REPORT: ENERGY CONSERVATION

a) Energy Conservation Measures Taken

The Business Unit has made efforts to improve energy usage efficiencies and increase contributions from renewable sources of energy. Some of the measures adopted by the Company are as follows:

1. Improvement in energy usage efficiencies of lighting systems by changing over to higher efficiency lighting solutions such as Light Emitting Diodes and increased daylight harvesting systems.

2. Reduction in lighting and air conditioning loads by installation of automated controls & sensors.

3. Installation of solar based power plants in the unit.

4. Install variable frequency drives to match output drives to changing load patterns and thereby optimize energy consumption.

5. ReuseofSTPwaterforthegardening purpose.

Energy conservation measures taken have resulted in savings in energy costs and helped partially offset the inflationary trend in fuel/ electricity.

TECHNOLOGY ABSORPTION, ADAPTATION AND INNOVATION

The Company continues to use the latest technologies for improving the productivity and quality of its services and products,

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the continued support and co-operation received from Chandigarh Administration, State Bank of India, Punjab National Bank, United Bank of India and to Executives, Staff Members of the Company for the devoted services rendered by them.

The Board of Directors are pleased to express their sincere thanks to all the investors, shareholders and stakeholders for the faith and confidence they have reposed in the Company.

By order of the Board of Directors

For JAMES HOTELS LIMITED

Sd/-

Date : 21st August, 2013 (Haravtar Singh Arora )

Place : Chandigarh Chairman cum Managing Director


Mar 31, 2012

Your Directors have pleasure in presenting their 31st Annual report together with the Audited Profit And loss Accounts Statement for the year ended on 31st March, 2012& Balance Sheet as at March, 2012.

PRESENT STATUS OF THE PROJECT

The hotels has started commercial operations w.e.f April 9,2012, with 82et-table along with Coffee Shop.Gradually, Indian & Chinese Restaurants have also been started along with Banqueting facilities. The balance 56 rooms bars etc. are presently under various stages of Renovation & Completion. In the guest rooms located at Floor No.5&^ the interior decoration work is pending Similarly, in the Bar, furniture fitting, interior work is pending. It is expected that the hotel would be fully operational by 31st December,2012.

FINANCIAL RESULTS

2011-2012 2010-2011 (Rs.in Lakhs) (Rs. in Lakhs)

Gross Operating (4.73) (3.98) Profit/(loss) before Financial charges & Depreciation

Depreciation 7.63 10.52

Financial charges 0.00 0.00

Exceptional items

Profit on sale of Fixed Assets 3.67 0.00

Gross Operating Profit/(loss) (8.69) (14.50)

before tax

Provision for income Tax 0.00 0.00

Surplus/(Deficit) (8.69) (14.50)

DIVIDEND During the year 2011-2012 the Company has not started Commercial operations, hence your Directors have not recommend any dividend.

PUBLIC DEPOSITS:

The Company has not accepted any Public Deposits under section 58A of the Companies Act, 1956.Unsecured Loans from Promoters are deposits in conformity with the applicable provisions of the Companies Act, 1956 & rules framed there under.

DIRECTORS:

In accordance with the Companies Act.,1956 read with Article of the Company, Mr. Ajit Pal Singh retires from the office of Directorship by rotation and being eligible, offers himself for re-appointment.

During the year Mr. Daljit Singh & Mr. Barjesh Duvedi were as Additional Directors on 29th October ,2011 and Mr. Amit Julka as Additional Directors on 26th March,2012. However, Mr. Barjesh Duvedi resigned on 15th May, 2012 due to Personal reasons. Further Mr. Surjit Singh Gualti, Mr. Nar Singh Bedi and Mr. Rajesh Saini resigned from Directorship of the Company.

your Board recommends the above appointment/re-appointment of Directors in the interest of the company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Section 217(2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) In preparation of the annual accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed and no material departure have been made from the same;

ii) The appropriate accounts polices have been selected and applied consistently and made judgements 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 the profit or loss of the Company for the year under review;

iii) The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) The annual accounts have been prepared on a going concern basis. end of profit or loss of the Company for the year

CORPORATE GOVERNANCE:

Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges(s) a Detailed report on Management Discussion Analysis. Corporate Governance is included in the Annual Report. M/S Aseem Chhabra & Associates, Practising Company have certified the Company's Compliance on the requirement of the Corporate Governance in terms of Clause 49 of the Listing Agreement and the same is annexed to the report Corporate governance.

MEANS OF COMMUNICATIONS; The Company has been regularly providing Quarterly Financial results to all the Stock Exchanges whereat the shares of the company are listed,besides publishing the same in newspapers for the public and members of the company.

DISCLOSURES ON MATERIALLY SIGNIFICANT RELATED PARTY TRANSACTIONS I.E TRANSACTIONS OF THE COMPANY OF MATERIAL NATURE WITH ITS PROMOTERS, DIRECTORS OR THE MANAGEMENT, WHERE SUBSIDIARIES, RELATIVE ETC. THAT MAY HAVE POTENTIAL CONFLICT WITH THE INTEREST OF THE COMPANY AT LARGE.

During the year under review, there had been no materially significant party transaction which may be considered to have conflict with the interests of the Company.

DETAILS NON COMPLIANCE BY THE COMPANY, PENALTIES, AND STRICTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGES OR SEBI, OR ANY STATUTORY ON ANY MATTER RELATED TO CAPITAL MARKETS,DURING THE LAST THREE YEARS:

The Stock exchange(s) Agreement Clauses, SEBI guidance and the applicable Rules / Regulations/SECTIONS OF THE OTHER ACTs BEING COMPLIED BY THE company from tome during the last three years.Rs.3.60 Lakhs were paid to BSE as re-in-statements too to revoke the suspension of trading securities.

PARTICULARS OF EMPLOYEES RULES,1975: There are no employed throughout or part of the financial year from whom information about the particulars required under Section 217(2a) of the Companies Act. 1956. read with the companies (particulars of Employees) rules, 1975 need to be given.

AUDITORS' REMARKS:

The Auditor's Report and notes on accounts referred to in the Auditor's Report are self explanatory and exhaustive, therefore, do not call for any further comments.

AUDITORS:

M/s. Vasudeva & Associates , Chartered Accountants. Chandigarh, the retiring Auditors of the Company retire at the ensuing Annual General meeting and being eligible offer themselves for re-appointment for financial year 2012-2013. The Company received a certificate from them as required under Section 224(1B)of the Companies Act, 1956. Your Board recommends their appointment for your approval. LISTING WITH STOCK EXCHANGES:

The Company's Securities are at present listed at Bombay, Delhi and Ludhiana Stock Exchange. Annual Listing fees have been paid to the Bombay Stock Exchange.

INFORMATION UNDER SECTION 217(1) (e) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES, 1988 AND FORMING PART OF THE DIRECTORS' REPORT:

Particulars regarding Conservation of Energy. Technology Absorption, Research and Development as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is not applicable to your Company. The Particulars regarding the Foreign Exchange Earnings and Outgo under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, is given below

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the continued support and co-operation received from Chandigarh Administration, State Bank of India, Punjab National Bank, United Bank of India and to Executives, Staff Members of the Company for the devoted services rendered by them.

The Board of Directors are pleased to express their sincere thanks to all the investors, shareholders and stakeholders for the faith and confidence they have reposed in the Company.

By order of the Board of Directors For JAMES HOTELS LIMITED

Sd/-

(Haravtar Singh Arora) Chairman cum Managing Director

Date : 3rd August, 2012 Place: Chandigarh


Mar 31, 2011

Dear Shareholders.

The Directors have pleasure in presenting their 30th Annual report together with the audited Profit And Loss Account Statement for the year ended on 31st March, 2011 and Balance Sheet as at 31st March. 2011.

STATUS OF PROJECT:

The Company has already obtained all the approvals to start commercial operations. The Company has already completed the civil work, all the equipments and machinery is at site and Furniture & Fixtures is also complete except furniture in respect of 5th and 6th Floor. The Company has already recruited 130 number of employees including General Manager, Chief Engineer and HRD Manager. Presently, all the staff members are under going training. The Company has already reeive occupation certificate from the Chandigarh Administration to run the hotel project. The management is hopeful to start the commercial operations by end of November, 2011.

FINANCIAL RESULTS

2010-2011 2009-2010

(Rs. in Lakhs) (Rs. in Lakhs)

Gross Operating (3.98) (5.01)

ProfiV(Loss) before

Financial Charges & Depreciation Depreciation 10,52 8.56

Financial Charges 0.00 0.00

Gross Operating ProfitZ(Loss) (14.50) (13.57) before tax

Provision for Income Tax 0.00 0.00

Surplus/(Deficit) (14.50) (13.57)

DIVIDEND:

As the company has not wiped of the accumulatived losses so far. your Directors have not recommended any dividend.

FIXED DEPOSITS:

The Company has not accepted any Fixed deposits under section 58A of the Companies Act, 1956. Unsecured Loans from Directors are exempt deposit in conformity with the applicable provisions of the Companies Act, 1956 Srulesframed there under.

DIRECTORS: -

Mr.Neeraj Mohindroo retires from the office of Directorship by rotation and being eligible, offers himself for re-appintment. Your Board recommends his re-appointment for your approval.

Mr Surjil Singh Si** signed from the Directorship of the Company. The Board forwarded him huge appreciation for his contributions to the Company.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of Sect,on 217 (2AA) of the Companies Act, 1956, the Directors of your Company confirm that:

i) In preparation of the annual accounts for the financial year ended 31st March, 2011, the applicable accounting standards have been followed and no material departure have been made form the same.

ii) The appropriate accounting policies have been selected and applied 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 the financial year and of the profit or loss of the Company for the year under review:

iii) The proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities:

iv) The annual accounts have been prePared on a going concern basis.

CORPORATEGOVERNANCE:

Pursuant Clause 49 of the listing Agreement with the Stock ExchanQe(S) a detailed report on Corporate Governance is included in the Annual Report. The Auditors of the Company have certified the Company's compliance on the requirment of the Corporate Governance in terms of clause 49 of the Listing Agreement and the same is anneced to the report on cCorporate Governance.

MEANS OF COMMUNICATION :

The Company has been regularly providing Quarterly Financial Resoults to all the Stock Exchanges whereat the shares of the Company are Listed, besides publishing the same in newspapers for the public and members of the Company.

DISCLOSURES ON MATERIALLY SIGNIICANT RELATED PARTY TRANSACTIONS i.e. TRANSACTIONS OF THE COMPANY OF MATERIAL NATURE WITH ITS PROMOTERS, DIRECTORS OR THE MANAGEMENT, WHERE SUBSIDARIES, RELATIVE ETC. THAT MAY HAVE POTENTIAL CONFLICT WITH THE INTEREST OF THE COMPANY LARGE.

During the year under review, there had been no materially significant party transactions which mat be considered to have potential conflict with interests of the Company.

DETAILS OF NON COMPLIANCE BY THE COMPANY, PENALTIES, AND STRICUTURES IMPOSED ON THE COMPANY BY STOCK EXCHANGES OR SEBI, OR ANY STATUTORY AUTHORITY ON ANY MATTER RELATED TO CAPITAL MARKETS, DURING THE LAST THREE YEARS:

The Stock Exchange(s) Agreement Clauses, SEBI Guidelines and the applicable Rules/Regulations / Sectionsofthe other Acts are being complied by the Company from time to time during the last three years.

PARTICULARSOFEMPLOYEESRULES,1975:

There are no persons employed throughout or part of the financial year from whom information about the particulars required under Section 217(2A) of the Companies Act, 1956. read with the Compan.es (Particulars of Employees) Rules. 1975 need to be given.

AUDITORS' REMARKS:

The Auditor's Report and notes on accounts referred to in the Aud^s Report are self explanatory and exhaustive, therefore, do not call for any further comments.

AUDITORS:

M/s Vasudeva & Associates , Chartered Accountants. Chandigarh, the retiring Auditors of the Company retire at the ensuing Annual General meeting and being eligible offer themselves for reappointment for financial year 2D11-2012.The Company received a certificate from them as required under Secfion 224(1B>oftheCompanies Act, 1956. YourBoardrecommendstheir appointment foryour approval.

LISTING WITH STOCK EXCHANGES:

The Company,s Secunties are at present. is the date Bombay. De.hiandLudhianaStockExchange.Asor,the date Companyhascomplied with all the compliances of the Exchange. Annual Listing fees have been pa,d ,o the Bombay Stock Exchange. Moreover, the company has filed an application with Ludh,ana Slock Exchange Association Ltd. fordelisting of its securities.

INFORMATION UNDER SECTION 217(1) (a) OF THE COMPANIES ACT, 1956 READ WITH THE COMPANIES (DISCLOSURE OF PARTICULARS IN THE REPORT OF BOARD OF DIRECTORS) RULES. 1988 AND FORMING PART OF THE DIRECTORS' REPORT:

Particulars regarding Conservation of Energy. Technology Absorption. Research and Development as prescribed under Section 217(l)(e) of the CompaniesAct. 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directories. 1988, is not applicable to your Company. The Particulars regarding the Foreign Exchange Earnings and Outgo under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules. 1988. is given below

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Rs. (Lakhs)

31st March,2011 31st March,2010

a) CIF Value if Imports 59.05 15.30 Air Conditioning Plant (Euros 11.624.84, US $ 82.817.55, & GBP 18,383.75)

Miscellaneous Fixed Assets 4.26 Nil (US Dollars $9,150)

b) Expenditure in Foreign Nil Nil currency - Foreign Travel

Total 63.31 15.30

ACKNOWLEDGEMENT

The Board wishes to place on record its appreciation for the continued support and co-operation received from Chandigarh Administration, State Bank of India, Punjab National Bank and to Executive Staff Members of the Company for the devoted services rendered byu them.

Your Directors take this opportunity to express their sincere thanks to all the investors and shareholders for the faith and confidenace they have reposed in the Company.

By order of the Board of Directors for JAMES HOTELS LIMITED

Sd/- Haravtar Singh Arora (Chairman cum Managing Director)

DATE : 28th August,2011 PLACE: Chandigarh



 
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