Directors
TO
THE MEMBER
Your Directors have great pleasure in presenting the Twenty Seventh Annual Report
together with Audited Accounts of the Company for the year ended 31st March
2014 and the Auditors report thereon.
Financial Results
(Amount In Rs.)
| Particulars |
2013-2014 |
2012-2013 |
| Total Income |
11,08,04,508.00 |
11,59,85,022.00 |
| Expenditure |
10,95,80,600.00 |
11,15,39,526.00 |
| Profit before interest, depreciation and taxes |
2,32.96,426.00 |
1,72,71.983.00 |
| Less: |
|
|
| Depreciation |
1,54,50,939.00 |
75,79,348.00 |
| Profit/(Loss) before Tax |
12.23,908.00 |
44,45,496.00 |
| Less: Provision for |
|
|
| Current Tax |
4,59,413.00 |
18.33,544.00 |
| Deferred Tax |
(80,563.00) |
(2,38,532.00) |
| Fringe Benefit Tax |
Nil |
Nil |
| Profit/(Loss) after Tax |
8,45,058.00 |
28.50,484.00 |
| Balance carried to Balance sheet |
8,45,058.00 |
28,50,484.00 |
Your Company has made a turnover of Rs.11,08,04,508/- as compared to Rs.11,59,85,022/-
of previous year and has made a Profit after Tax of the Rs.8,45,058/- as compared to Rs.
28,50,484/- in the previous year.
Business Performances and Outlook
Your company has incurred capital expenditure for Health Care activities like
Halotherapy and for renovating the hotel and expanding spas. As you are aware that this
Halotherapy therapy is toally non medicinal and an add on treatment for all kinds of Lungs
and Skin related ailments like Asthma, Bronchities, COPD. Eczema, Sinusitisis etc. and is
beneficial to patients of all ages. There had been delays in the implementation of these
projects. However, their potential for growth is very good.
There is tremendous growth potential for tourism related industry. The format and
delivery of Indian hotel industry has evolved over the period of time in terms of the
technology, eco friendly activities, pricing, market segmentation, regional preferences
etc. Due to competitive market, the occupancy and room rates have been under tight leash
for the present. However, our company expects the market to recover following the recovery
in the economy in general.
Fixed Deposits / Loan & Advances
Your Company has not accepted any deposits from the public, or its employees during the
year under review. Being the company does not have any subsidiary company/s the disclosure
in pursuant to Clause 32 of the Listing Agreement, with regard to loans /advances and
investments in its own shares by the listed companies, their subsidiaries, associates etc
is not required.
Dividend
Your directors have not recommended any dividend during the financial year.
Subsidiaries / Joint Ventures
The company does not have any Subsidiaries and Joint Venture Company. Therefore the
company is not required to present in its Annual Report, the consolidated financial
statements of holding Company and all of its subsidiaries duly audited by its statutory
auditors.
Insurance
All insurable interests of the Company including, buildings, furniture and fixtures and
other insurable interest are adequately insured.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Pursuant to Section 217 (1) (e) of the Companies Act, 1956 read with Companies
(Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 the required
particulars are furnished below.
Conservation of energy:
Energy conservation continues to receive utmost priority and the Company monitors
energy costs and reviews the consumption of energy on a regular basis. The Company
wherever necessary also initiates appropriate measures to reduce consumption of
electricity, including using Generator. It has closely monitored power consumption and
running hours on day to day basis thus resulting in optimum utilization of energy. The
hotel is fitted with energy saving devices to conserve energy in the long run.
Technology Absorption
The relevant particulars relating to technology absorption in terms of Rule 2 of the
Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988
is not applicable as the hotel forms a part of the service industry and as such the
Company does not have any significant manufacturing operations.
Research and Development:
Not Applicable
Foreign exchange earnings and outgo:
There are no Foreign exchange earnings and outgo during the year under review.
Particulars of Employees
None of the employees of the Company was in receipt of remuneration in excess of the
limits prescribed under Section 217(2A) of the Companies Act. 1956. read with Companies
(Particulars of Employees) Rules, 1975, as amended. The industrial relations continued to
be generally peaceful and cordial
Directors Responsibility Statement
In accordance with the provisions of Section 217(2AA) of the Companies Act, 1956, your
Directors confirm that:
a) in the preparation of the annual accounts, the applicable accounting standards have
been followed and there has been no material departure;
b) the selected accounting policies were applied consistently and the Directors made
judgments and estimates that are reasonable and prudent so as to give a true and fair view
of the state of affairs of the Company as at March 31, 2014 and of the profit of the
Company for the year ended on that date.
c) proper and sufficient care has been taken for the maintenance of adequate accounting
records in accordance with the provisions of the Companies Act, 1956 for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities.
d) the annual accounts have been prepared on a going concern basis Internal Controls
and their Adequacy:
The Companys internal control system is designed to ensure operational efficiency,
protection and conservation of resources, accuracy and promptness in financial reporting
and compliance with laws and regulations which your Directors feel is sufficient for the
Companys performance.
Corporate Governance
As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate Chapter
on Corporate Governance practices followed by the Company together with a Certificate from
the Companys Auditors confirming compliance forms part of this Report. The Managing
Director and Chief Financial Officer of the Company have issued necessary certificate to
the Board in terms of Clause 49(V) of Listing Agreement for the financial year ended March
31, 2014.
Statement Pursuant To Listing Agreement
The companys securities are listed with Bombay Stock Exchange Limited, Mumbai and
Madras Stock Exchange Limited, Chennai and it has paid the respective annual listing fees
up-to-date and there are no arrears.
Additional Disclosures
Management Discussion and Analysis Report, Corporate Governance Report, Segment report,
and Related Party Disclosures provided elsewhere in the Annual Report form a part of this
Report as required under the Listing Agreement entered into with the Stock Exchanges
Directors
The Company is managed by Shri.Sanjay Jalan, Managing Director, under strict
supervision of the Board of Directors. The Board of Director of the Company consists of
Shri.Sanjay Jalan, Shri.Parthiban Balasubramaniam and Shri.Jaganath Jothi and Shri.Aditya
Jalan.
Shri.Aditya Jalan, (holding DIN: 01219308), was co-opted as an Additional Director of
the Company with effect from August 22, 2014, pursuant to the provisions of section 260 of
the Companies Act, 1956. He holds office of the Director up to the date of ensuing Annual
General Meeting. Your Directors recommends the resolution in relation to appointment of
Shri.Aditya Jalan, as a Director for the approval by the members of the Company.
The Company has also received the requisite disclosures/declarations from
Shri.Parthiban Balasubramaniam, Shri.Jaganath Jothi and Shri.Aditya Jalan, stating that
they meet with the criteria of Independence as prescribed under sub-section (6) of Section
149 of the Companies Act, 2013. In terms clause 49 of the Listing Agreement, their tenure
of office of independent Director has not been specified, therefore they shall hold office
as Independent Director such till the conclusion of the ensuing AGM. Therefore the Board
of Director proposed to appoint Shri.Parthiban Balasubramaniam, Shri.Jaganath Jothi and
Shri.Aditya Jalan, as Independent Directors of the Company under the Companies Act, 2013
to hold office for 5 (Five) years.
Further Mr.Rajiv Bhatia, resigned due to personal reasons on August 22, 2014. Your
Directors wishes to express their sincere appreciation for the valuable services rendered
by the resigned Directors during his tenure as Director of the Company.
In terms of section 149(1) of the Companies Act, 2013 and clause 49 of the Listing
Agreement the Every Listed Company should have at least One Women Director in the Board.
Further, in terms of section 203 of the Companies Act, 2013 and read Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company
shall have whole-time key managerial personnel. Your company taking every possible steps
in this regard.
Profile of all these Directors under Clause 49 of the Listing Agreement with the Stock
Exchanges in respect of Directors seeking appointment at the Annual General Meeting are
provided in the Corporate Governance Report and in the Explanatory Statement to the
Notice.
Auditors
M/s.N.Balasubramanian Associates, Chartered Accountants, (Registration No. FRN
003555S), Statutory Auditors of the Company, hold office till the conclusion of the
ensuing Annual General Meeting and are eligible for re-appointment. The Company has
received letters from all of them to the effect that their re-appointment, if made, would
be within the prescribed limits under Section 141 (3)(g) of the Companies Act, 2013 and
that they are not disqualified for re-appointment.
Auditors Report
The Auditors Report to the members on the Accounts of the Company for the financial
year ended March 31, 2014 does not contain any qualification.
Disclosures of Particulars of Constituting "Group" pursuant to Regulation 3
of the SEBI (Substantial Acquisition of Shares & Takeovers) Regulations, 2011.
Pursuant to an information from the promotes, the name of the promoters and entities
comprising group as defined under Monopolies and restrictive Trade Practice (MRTP) Act,
1969. are as under for the purpose of the SEBI(Substantial Acquisition of Shares &
Takeovers) Regulations. 2011.: Mr.Sanjay Jalan
Transfer to Investor Education and Protection Fund(IEPF)
There is no dividend which remained unclaimed by the members of the Company for a
period exceeding 7years from its due date of payment and there is no unpaid or unclaimed
dividends falling due during the year under review to be transferred to Investor Education
and Protection Fund under section 125 of the companies Acct, 2013 read with the provisions
of erstwhile Section 205C of the Companies Act. 1956.
Whistle Blower Policy
The Company does not have any whistle Blower Policy. However any employee, if he/she so
desire, would have free access to meet senior level management and report any matter of
concern.
Green Initiatives
Electronic copies of the Annual Report 2014 and Notice of the 27lh AGM are
sent to all members whose email addresses are registered with the company /Depository
Participant(s).For members who have not registered their email addresses, physical copies
of the Annual Report 2014 and the Notice of the 27,h AGM are sent in the
permitted mode. Members requiring physical copies can send a request to the Company
Secretary.
The Company is providing e-voting facility to all members to enable them to cast their
votes electronically on all resolutions set forth in the Notice. This is pursuant to
section 108 of the Companies Act 2013 and Rule 20 of the Companies (Management and
Administration) Rules 2014.The instructions for e-Voting is provided in the Notice
Acknowledgement
The Directors place on record their appreciation for the sincere and whole hearted
co-operation extended by all concerned, particularly Securities & Exchange Board of
India, Stock Exchanges, Department of Tourism, companys bankers, Municipal authorities,
Government of Tamilnadu, Central Government, suppliers, clients and staff and look forward
to their continued support. The Directors also thank the Shareholders for continuing their
support and confidence in the Company and its management.
For and Behalf of the Board
For LE WATERINA RESORT & HOTELS LIMITED
Sanjay Jalan
Managing Director
Sriperambudur, the 22nd day of August, 2014
Reqistered Office
1507, V.R.P.Chatram,
Opp. Bharat Petroleum Bunk,
Near Rajiv Gandhi Memorial,
Chennai-Bangalore National Highway,
Sriperambuthur, Tamilnadu-602 105
+91-9892691696
