Polo Hotels Ltd Directors Report

To

The Members

Polo Hotels Limited.

nd st

Your Directors have pleasure in submitting their 33 Annual Report together with audited accounts for the year ended on 31

March, 2017.

Financial Results

PARTICULARS	Financial Year Ending on 31.03.2017	Financial Year Ending on 31.03.2016
	(Rs. In Lacs)	(Rs. InLacs)
GrossIncome	175.15	119.64
ProfitbeforeInterest,Dep.& Tax	35.44	33.91
Interest	19.01	24.14
Profit/(Loss)beforeDepreciation & Tax	16.43	9.77
Depreciationfor theyear	14.36	6.44
Net Profit/(Loss) forthe year	2.07	3.33
ProvisionforTax	0.39	0.68
Net Profit/(Loss) forthe year	1.68	2.65
Lossbroughtforward	46.24	48.89
Total losscarried to balance sheet	44.56	46.24

TRANSFER TO RESERVES

The Company proposes to transfer Rs. 1.68 to the general reserve out of the amount available for appropriation

OPERATIONS

The company is running The Hotel North Park owned by the Company achieved turnover of Rs. 175.15/- Lakhs during the year and there was profit for Rs 2.07/- lakhs. Your directors are in hope for good turnover and good profits for the upcoming year.

FIXED DEPOSITS

We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

The Company has not entered into Contracts or Arrangements with Related Parties and thus Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are not appended to this Report of Directors .

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND

DATE OF REPORT

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

MANAGEMENTS DISCUSSION AND ANALYSIS

In terms of the provisions of Clause 49 of the Listing Agreement, the Managements discussion and analysis is set out in this Annual Report.

PARTICULARS OF EMPLOYEES

During the year under consideration and during this Financial Year, there are no employees in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, as stated under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and thus no separate Statement is being annexed to the Boards report.

CORPORATE GOVERNANCE

Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organizations brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders expectations. At Polo Hotels Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders.

During the Year under consideration, we continue to benchmark our corporate governance policies with its best. We also comply with the Securities and Exchange Board of India (SEBI)s guidelines on corporate governance. We have documented our internal policies on corporate governance. Several aspects of the Regulations, such as the Whistleblower Policy and Code of Conduct and Ethics, have been incorporated into our policies. Our Corporate governance report for fiscal 2017 forms part of this Annual Report.

BOARD DIVERSITY

The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage.

NUMBER OF MEETINGS OF THE BOARD

The Board met 8 (Eight) times during the financial year dated 13 May 2016, 30 May 2016, 13 August, 2016, 20 August 2016, 14 November, 2016, 9 December 2016, 14 February 2017 and 14 March, 2017. The details of which are given in the Corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2017, the Board consists of 8 members, 5 (Five) of whom are Independent directors, and 3 (Three) are non-independent directors. The Board periodically evaluates the need for change in its composition and size.

The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

BOARD EVALUATION

Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.

MANAGEMENT COMMENTS ON AUDITORS QUALIFICATION

Qualification No:- 1.

Change in useful lives was taken on the basis of the Technical Estimates taken in regard to future compliance into IND AS ,

Which shall be applicable from next financial year.

Qualification No:- 2.

Due to financial constraints ,the company could not obtain actuarial valuation.

TRAINING OF INDEPENDENT DIRECTORS

Every new independent director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Companys strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management.

RE APPOINTMENTS

As per the provisions of the Companies Act 2013, Mr. Abhey Ram Dahiya (DIN 00205496) retires at the ensuing Annual General

Meeting and being eligible, seeks re appointment. The Board recommends his re appointment.

Sh. Abhey Ram Dahiya, Director of the company is managing the affairs of the company and rendering his services as Director of the company since 1999.

The Board recommends the re-appointment of Mr. Abhey Ram Dahiya (DIN 00205496).

As per the provisions of the Companies Act 2013, Smt. Prem Dahiya (DIN 00795025) retires at the ensuing Annual General Meeting and being eligible, seeks re appointment. The Board recommends her re appointment.

Smt. Prem Dahiya, Director of the company is managing the affairs of the company and rendering her services as Director of the company since June 2014

The Board recommends the re-appointment of Smt. Prem Dahiya (DIN 00795025).

As per the provisions of the Companies Act 2013, Mr. Vikas Tibrewal (DIN 00645051) retires at the ensuing Annual General

Meeting and being eligible, seeks re appointment. The Board recommends his re appointment.

Mr. Vikas Tibrewal, Director of the company is managing the affairs of the company and rendering his services as Director of the company since 2004

The Board recommends the re-appointment of Mr. Vikas Tibrewal (DIN 00645051)

COMMITTEES OF THE BOARD

Currently, the Board has 3 (Three) committees namely the audit committee, nomination and remuneration committee, and stakeholders relationship committee. All committees, except the corporate social responsibility committee, consist entirely of independent directors.

DIRECTORS RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (C) OF THE COMPANIES ACT, 2013

The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 (the Act), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI).

There are no material departures from prescribed accounting standards in the adoption of these standards.

The directors confirm that :

In preparation of the annual accounts for the financial year ended March 31, 2017, the applicable accounting standards have been followed.

The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial

year and of the profit and loss of the Company for that period.

The directors have taken proper and sufficient care towards 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.

The directors have prepared the annual accounts on a going concern basis.

The directors have laid down internal financial controls, which are adequate and are operating effectively.

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

AUDITORS CERTIFICATE ON CORPORATE GOVERNANCE

As required by Clause 49 of the Listing Agreement, the auditors certificate on corporate governance is enclosed to the Boards report.

STATUTORY AUDITORS

M/s Datta Singla & Co. Chartered Accountants, Chandigarh FRN No. 006185N has been appointed as Statutory Auditors for a term

of 5 Years to hold office from the conclusion of this forthcoming AGM till the conclusion of the 38th Annual General

Meeting.The Audit committee and the board recommends the appointment of M/s Datta Singla & Co., Chartered Accountants, Haryana having FRN : 006185N, as Statutory Auditors of the company for the financial year 2017-18.

SECRETARIAL AUDITOR

Mrs. Sneha Kanitkar of Kanitkars & Associates, Practicing Company Secretaries, Mumbai was appointed to conduct the secretarial audit of the Company for the financial year 2016 17, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2016 17 forms part of the Annual Report as to the Boards report.

Mrs. Sneha Kanitkar of Kanitkars & Associates, Practicing Company Secretaries, Mumbai are reappointed as Secretarial Auditor of the Company for the financial year 2017 18.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

EXTRACT OF ANNUAL RETURN

In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended to the Boards report.

INTERNAL FINANCIAL CONTROL

The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures.

ENERGY, CONSERVATION AND TECHNOLOGY ABSORPTION

Not applicable, because the company is not a manufacturing company.

FOREIGN EXCHANGE EARNINGS AND OUTGO

Nil, because your company has neither earned any foreign exchange nor it has incurred any expenditure in foreign exchange during

the year under report.

ACKNOWLEDGMENTS

We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We also thank all associated agencies for their support, and look forward to their continued support in the future.

Registered Office:
		By Order of the Board of Directors
Hotel North Park Village Chowki,
		For Polo Hotels Limited
Near Ghaggar Bridge Sector-32,
Panchkula - 134109.
	Amardeep S. Dahiya	Abhey Ram Dahiya
Date:- 21 st August 2017	Managing Director	Chairman
Place:- Panchkula.	DIN 00468413	DIN 00205496