Mar 31, 2025
Your Companyâs Directors have pleasure in presenting before you the 63rd Annual Report of the Company together with the Audited Financial Statements for the Financial Year (FY) ended 31st March, 2025.
Standalone Financial Performance for the year ended March 31, 2025 is summarized below:
|
Particulars |
Rs. in lakhs |
Rs. in lakhs |
|
|
Financial year ended March 31, 2025 |
Financial year ended March 31, 2024 |
||
|
Revenue from Operations |
2367.12 |
1731.94 |
|
|
Other Income (net) |
1336.35 |
1228.21 |
|
|
Total Income |
3703.47 |
2960.15 |
|
|
Less:Cost of Materials consumed |
448.35 |
(318.79) |
|
|
Less: Operating Expenditure (Employee benefit expenses) |
313.22 |
(109.07) |
|
|
Less: Finance costs |
1423.65 |
(1437.35) |
|
|
Less: Depreciation & amortization expense |
281.45 |
(340.31) |
|
|
Less: Other expenses (net) |
1220.63 |
(1128.44) |
|
|
Profit/ (Loss) before exceptional and Extraordinary items and tax |
16.18 |
(373.81) |
|
|
Exceptional Items |
- |
- |
|
|
Profit/ (Loss) before Extraordinary items and tax |
16.18 |
(373.81) |
|
|
Extraordinary Items |
- |
- |
|
|
Profit / (Loss) before tax |
16.18 |
(373.81) |
|
|
Tax expenses |
-87.23 |
76 |
|
|
Profit / (Loss) after tax |
103.41 |
(449.81) |
|
|
Other Comprehensive (Income)/Loss |
6.40 |
-3.82 |
|
|
Total Comprehensive Income for the period (Comprising profit/loss from ordinary activities after tax and other comprehensive income for the period) |
97.00 |
(445.99) |
DISCLOSURE UNDER COMPANIES ACT 2013:
Pursuant to the Section 134 of Companies Act, 2013 read with Companies (Accounts Rules), 2014, the Company has complied with requirements and the details of which are as disclosed here under:
(i) Annual Return
As provided under Section 92(3) and 134(3)(a) of Companies Act, 2013, the Annual Return in form MGT-7 for the financial year 2024-2025 is available on the website of the Company at www.arunahotels.com
(ii) Number of meetings of the Board
The Board of Directors met 6 (Six) times during the financial year 2024-2025. The details of the Board meetings and the attendance of the Directors are given in the Corporate Governance Report, which forms part of this Annual Report.
(iii) Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, Board of Directors confirms that:
a) in the preparation of the annual accounts for the financial year ended 31st March, 2025, the applicable accounting standards have been followed and that no material departures have been made from the same;
b) they 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 profits and loss of the Company for that period;
c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and ensured that such Internal financial controls are adequate and were operating effectively; and
(iv) Details in respect of frauds reported by the auditors:
During the year under review, the Auditors have not reported to the audit committee, under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Boardâs report.
(v) A statement on declaration given by Independent Directors:
The Company has received necessary declarations from every 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 Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(vi) Companyâs policy on Directorâs appointment and Remuneration:
Companyâs policy on directorsâ appointment and remuneration including criteria for determining qualifications, positive attributes and independence of a director and other matters as per Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Boardâs Report and also is disclosed on Companyâs website www.arunahotels.com
(vii) Explanation of Board on qualification of Statutory Auditors and Secretarial Auditors, if any
The Auditorsâ Report for the financial year 2024-2025 does not contain any qualification, reservation or adverse remark. The Report is enclosed with the financial statements in this Annual Report.
As required by the Listing Regulations, the Practicing Company Secretaryâs certificate on Corporate Governance for the financial year 2024-2025 is enclosed as Annexure to this Annual report. The certificate does not contain any qualification, reservation or adverse remark, except that of few observations.
The Secretarial Auditorsâ Report for the financial year 2024-2025 does not contain any qualification, reservation or adverse remarks, except that of few observations. The Secretarial Auditorsâ Report is enclosed as Annexure to this Annual report.
(viii) Particulars of loans, guarantees or investments given or made by the Company
During the year under review, Company has not given any loan, guarantee or provided any security and made any investments pursuant to section 186 of the Companies Act, 2013. Also, the Company is engaged in the business of providing âInfrastructural facilitiesâ(under Schedule VI of Companies Act, 2013), the provisions of Section 186 of the Companies Act, 2013 pertaining to provision of Loans, Guarantees or Investments shall not be applicable to the Company.
(ix) Related Party Transactions
In line with the requirements of the Act and the SEBI Listing Regulations, as amended, the Company has formulated a policy on Related Party Transactions for identifying, reviewing, approving and monitoring of Related Party Transactions and the same can be accessed on the Companyâs website at www.arunahotels.com.
The related party transactions entered into with related parties during the year under review were in the ordinary
course of business and at armâs length basis and in compliance with the applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All transactions entered into with the related parties were approved by the Audit Committee.
None of the transactions with related parties are material in nature or fall under the scope of Section 188 (1) of the Companies Act, 2013. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, in Form AOC-2 is not applicable to the Company for the financial year 2024-2025 and hence the same is not provided.
(x) State of Affairs Operations
The company has been successfully operating its hospitality business under the brand name âPharos Hotels,â a unit of Aruna Hotels Limited. This marks a significant milestone in the Companyâs revival journey and positions it strategically in the competitive hospitality sector.
The initial phase of operations was focused on establishing essential services and facilities, streamlining processes, and laying a strong foundation for future scalability. Efforts were directed toward enhancing guest experiences, implementing operational efficiencies, and aligning resources with business objectives.
The financial results reflect a significant turnaround in performance. For the year ended, the Company reported a profit before tax of Rs. 16.18 lakhs, compared to a loss of Rs. (373.81) lakhs in the previous year and a loss of Rs. (1166.79) lakhs in the year prior to that.
This notable improvement in performance is attributable to the following:
Streamlining of operations and process efficiencies, Optimization of costs across functions, and Initial traction from revenue streams generated by the launch of hotel operations.
The improvement demonstrates the effectiveness of management initiatives in reducing losses and steering the Company toward profitability.
While the Company is still in the process of stabilizing its operations, the early success achieved provides confidence in the sustainability of its business model. The management has undertaken targeted marketing campaigns, strengthened digital presence, and optimized cost structures to enhance operating performance.
Looking ahead, the Company will continue to focus on:
Improving occupancy levels and average room revenues through dynamic pricing and sales strategies, Strengthening brand presence via strategic marketing initiatives, Enhancing operational efficiency through cost control and process improvements, and Delivering superior guest experiences to build customer loyalty and repeat business.
The Board is confident that these measures will further strengthen the Companyâs position in the hospitality market, improve profitability, and create sustainable long-term value for shareholders
(xi) Transfer to Reserves
The Company has not transferred or proposed to transfer any amount to the Reserves for the year under review.
(xii) Dividend
Your Company has not declared any Dividend for the year ended 31st March 2025
(xiii) Material changes and commitments, if any, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report
There are no material changes and commitments affecting the financial position of the Company between the end of the financial year i.e., 31st March, 2025 and the date of this report.
(xiv) Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
1. Conservation of Energy
Considering the nature of activities in which the Company operates, energy consumption is in accordance to the normal business practices and does not require any specific installations. In its regular course of business, the Company is always vigilant to conserve the resources and continuously implements measures required to save energy.
2. Technology Absorption
The business activities of the Company are not specific to any technology requirements. Hence disclosures pertaining to conservation of energy and technology absorption are not applicable to your Company during the year under review.
3. Foreign Exchange Earning and Outgo
There were no foreign exchange inflows or outflow during the year under review.
(xv) Risk Management Policy
Internal compliance and control policies and procedures of the Company and policies for monitoring and evaluation of risk management systems to assess the effectiveness of those systems in minimizing risks that may impact adversely on the business objectives of the Company were established.At present, the Company has not identified any element of risk which may threaten the existence of the Company. However, the Constitution of a Risk Management Committee as per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to the Company.
(xvi) Corporate Social Responsibility (CSR):
During the year under review, the provisions of Section 135 of the Companies Act, 2013 pertaining to the Corporate Social Responsibility are not applicable to the Company.
(xvii) Board Evaluation
Your Company has a structured framework for evaluation of the Individual Directors, Chairperson and Board as a whole and its Committees. The Independent Directors at their Meeting held on 14.02.2025 evaluated the performance of Non-Independent Directors, Board as a whole, Chairperson and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties.
The Board of Directors at their Meeting held on 14.11.2024 evaluated the performance of all Independent Directors and the Board as a whole and its Committees and assessed the quality, quantity and timeliness of flow of information between the Company Management and the Board through circulation of questionnaires, to assess the performance on select parameters relating to roles, responsibilities and obligations of the Board and functioning of the Committees.
The evaluation criteria were based on the participation, contribution and guidance offered and understanding of the
areas etc., which are relevant to the Directors in their capacity as Members of the Board/Committees.
xix) Change in the nature of Business:
There is no change in the nature of Business during the year under review.
(xx) Directors and Key Managerial Personnel:
Directors:
The Board of Directors of Aruna Hotels Limited currently comprises of 6 (Six) Directors with a balanced combination of a. Executive, b. Non-Executive (Non-Independent) and c. Independent Directors.
|
Name of Directors |
Designation |
|
|
Mr. Suyambu Narayanan |
Chairperson (Non-Executive - Independent Director) |
|
|
Mr. Radhaswamy Venkateswaran |
Executive Director |
|
|
Mr. Muralidharan Ramasamy |
Non-Executive - Non Independent Director |
|
|
Mr. R Rajkumar |
Non-Executive - Non Independent Director |
|
|
Ms. Freeda Gnanaselvam Kanagiah |
Non-Executive - Independent Director |
|
|
Ms.Vijayalakshmi |
Additional Director -Independent Director (W.e.f 12.08.2025) |
In accordance with provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr.Rajkumar (DIN:09702403) of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-election.
Appointment of Independent Director
The Board of Directors at its meeting held on August 12,2025 based on the recommendation of Nomination and Remuneration Committee, approved the appointment of Mrs. R.Vijayalakshmi (DIN: 11060612) as an Additional Director designated Non-Executive Women Independent Director for a period of five years with effect from August 12, 2025 subject to approval of shareholders. Accordingly matter with respect to appointment is proposed in the Notice of 63rd Annual General Meeting.
Key Managerial Personnel:
During the year, Ms.K.Lakshmi, Company Secretary and compliance officer has resigned from the Company w.e.f. May 31, 2024.
During the year , Ms.N.Sornalatha has been appointed as a company secretary and compliance officer of the company w.e.f July 11,2024.
Pursuant to the provisions of Section 203 of the Companies Act, the Key Managerial Personnel of the Company as on March 31, 2025 are:
a. Mr. Nagaraj P, Chief Financial Officer (CFO)
b. Ms.N.Sornalatha , Company Secretary (CS)
Declaration of Independent Director
All the Independent Directors have furnished necessary declaration under Section 149(7) of the Act and under Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the said declarations, they meet the criteria of Independence as provided in Section149 (6) of the Act and the SEBI Listing Regulations. All of them have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended.
(xxi. Statement regarding opinion of the Board with regard to integrity, expertise and experience of the
Independent Directors appointed during the year
During the year under review, no Independent Directors were appointed
(xviii) Subsidiary, Associates and Joint Ventures
Your Company has no subsidiary during the year or at any time after the closure of the year and till the date of this report. Hence, a statement containing the salient features of financial statements of the Companyâs subsidiaries in Form AOC-1 is not applicable.
Associates and Joint Ventures
Your Company has no Associates or Joint Ventures during the year or at any time after the closure of the year and till the date of this report.
(xxii) Deposits
The Company has not invited or accepted any deposits during the year under review and there are no deposits covered under Chapter V of the Companies Act, 2013 during the year 2024-2025, the details of which are required to be furnished.
(xxiii) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companyâs operations in future:
During the year under review and as on date of the Report, No material orders passed by the Regulators and fine(s) that was/were imposed on the Company. No impact on the going concern status and companyâs operations in future.
(xxiv) Internal Financial Control
The Company has a proper and adequate internal control system to ensure that all the assets of the Company are safeguarded, to prevent and detect frauds and any other irregularities, proper application of appropriate accounting policies and procedures to ensure completeness of the accounting records, compliance with policies, rules and regulations, timely preparation of reliable financial information and prevention or timely detection of unauthorized acquisition, use or disposition of the Companyâs assets that could have material effect on the financial statements
The Company has engaged a firm of external consultants for the internal audit function to continuously monitor the effectiveness of internal controls.
(xxv) Maintenance of Cost Records
Maintenance of cost records and the requirement of Cost Audit under the provisions of Section 148 (1) of the Companies Act, 2013 are not applicable to the Company.
(xxvi) Internal Complaints Committee
The Company has constituted an Internal Complaints Committee to prevent and prohibit any form of sexual harassment at workplace and provide redressal for woman employees as required under Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, there was no event affecting any of the women employees on account of any sexual harassment at the work place.
(xxvii) Proceedings under Insolvency and Bankruptcy Code, 2016
As on date of this report, The following are pending before the National Company Law Appellate Tribunal (NCLAT) National Company Law Tribunal (NCLT) under the Insolvency and Bankruptcy Code 2016.
Comp App (AT) (CH) (Ins) No. 52/2023, 63/2023, 64/2023 & 68/2023 pending before NCLAT,Chennai.
(xxviii) the details of difference between amount of the valuation done at the time of one time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not applicable
(xxviii) Capital Structure
During the financial year 2024-2025, there was no change in the Authorised Share Capital of the Company and stood at Rs. 75 Crores divided into 6,70,00,000 (Six crores seventy lakhs) equity shares of face value of Rs.10/- each and 8,00,000 (Eight lakhs) Preference shares of Rs.100/- each constituting Redeemable Preference share capital of the Company.
Paid Up Share Capital
During the financial year under review 2024-2025, the paid-up share capital of the Company is Rs. 36,94,00,000 (Rupees Thirty Six Crores Ninety Four Lakhs Only) comprising of 3,39,00,000 equity shares of Rs.10/- each and 2,83, 00,000 Redeemable Preference Shares of Rs.100/- each.
During the year under review, the Company has transferred a sum of Rs. 16,00,000/- (Rupees Sixteen Lakhs), being redemption amount of preference shares that remained unclaimed to the Investor Education and Protection Fund (IEPF) Account. The Redemption amount of preference shares remaining unpaid or unclaimed from parties will be transferred to Investor Education and Protection Fund under section 205 of Companies Act, 2013.
During the year under review, the Company has neither issued any shares with differential voting rights nor issued any sweat equity shares.
(xxix) Meetings of the Board
During the financial year under review, 6 (six) Board Meetings were held and the gap between two meetings did not exceed one hundred and twenty days. The said meetings were held on 24.05.2024, 11.07.2024, 13.08.2024, 14.11.2024, 22.01.2025 and 14.02.2025. Necessary quorum was present for all the meetings. Other details including the composition of the Board and the Committee Meetings thereof held during the year under review (FY 20242025) are given in the Corporate Governance Report forming part of this Report.
Meeting of the Independent Directors:
During the year, one Meeting of Independent Directors was held on 14.02.2025. All the Independent Directors were present.
Committees of the Board
A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report section which forms part of this Annual Report.
(xxx) Familiarization Programs for Independent Directors
In accordance with the requirements of Listing Regulations, 2015 and Schedule IV of the Act, as amended, the Company has a programme to familiarize the Independent Directors of the Company including in relation to the nature of industry in which the Company operates and the roles, rights and responsibilities of the Independent Directors.
The Programme aim at enabling the Independent Directors to understand and keep them updated on an ongoing basis about the significant changes which occur in the industry. Due to this familiarization programs, it was concluded that the Board is able to take active participation in the decision-making process and is equally involved in the affairs of the Company.
Remuneration ratio of the directors / Key Managerial Personnel (KMP) / Employees
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in respect of employees of the Company and Directors is furnished hereunder:
|
S.No |
Particulars |
Ratio |
|
|
1. |
The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year (i) Mr. Radhaswamy Venkateswaran |
0.6:1 |
|
|
2. |
The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary, or Manager, if any, in the financial year |
6.4% |
|
|
3. |
The percentage increase in the median remuneration of employees in the financial year |
0.64 |
|
|
4. |
The number of permanent employees on the rolls of the company |
14 employees |
|
|
5. |
Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration |
Nil |
|
|
*The ratio of the remuneration of Mr. Radhaswamy Venkateswaran, Managing Director to the median remuneration |
|||
of the employees calculated for a period of 12 months during the FY 2024-2025
It is affirmed that the Remuneration is as per the Remuneration policy for the Directors, Key Managerial Personnel and other employees adopted by the Company.
(xxxi) Policy on Vigil Mechanism (Whistleblower Policy)
The Company has formulated and established the necessary Vigil Mechanism (Whistleblower Policy) for employees including Directors of the Company in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine concerns about unethical behaviour. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this report and is also available on the website at www.arunahotels.com
(xxxii) Auditors:
At the 58thAGM held on 21st day of September, 2020, the members approved appointment of M/s Bala & Co., Chartered Accountants, Chennai (Firm Registration No.: 000318S) as Statutory Auditors of the Company to hold office for a term of five years from the conclusion of 58th AGM till the conclusion of 63 rd AGM (AGM 2025). The Statutory Auditors Report for the financial year 2024-2025 on the financial statement of the Company, forms part of this Annual Report.
The Statutory Auditorsâ Report on the financial statements of the Company for the financial year 2024-2025 does not contain any qualifications, reservations or adverse remarks or disclaimer.
During the year under review, the Statutory Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Companies Act, 2013
In accordance with the provisions of Section 138 of the Companies Act, 2013 M/s. GSPU & Associates, chartered Accountants (FRN :011266S), were appointed as the Internal Auditors of the company for the financial year 20242025.
In accordance with the provisions of Section 204 of Act read with rules made thereunder and Regulation 24A of the SEBI Listing Regulations, the Board has approved the appointment of Mr.B.Prabhakar, Practicing Company Secretaries (CP.No.7870), as Secretarial Auditor of the Company, for a period of 5 consecutive financial years and fix their remuneration, subject to approval of the Shareholders of the Company in the ensuing 63rd Annual General Meeting of the Company. Accordingly matter with respect to appointment is proposed in the Notice of 63rd Annual General Meeting.
In terms of Section 204 of the Companies Act, 2013 to conduct the Secretarial Audit of records and documents of the Company for financial year 2024-2025. The Secretarial Audit Report in form no. MR-3 issued by the Secretarial Auditor for the financial year 2024-2025 is annexed hereunder.
For the financial year 2024-2025, the Company does not have any material unlisted Indian subsidiaries. As such the requirement to attach secretarial audit reports of material unlisted Indian subsidiaries pursuant to Regulation 24A (1) of SEBI Listing Regulations is not applicable to the Company.
(xxxiii) Compliance with Secretarial Standards:
The Company has devised proper systems to ensure compliance with the provisions of all applicable mandatory Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems are adequate and operating effectively.
(xxxiv) Listing Requirements:
Your Companyâs Equity shares are listed on the BSE Limited, Mumbai. Listing fees have been paid to this Stock Exchange for the financial year 2024-2025.
(xxxv) Dematerialization of Shares
The Companyâs shares are compulsorily traded in dematerialized form on the BSE Stock Exchange. Equity Shares of the Company representing 91.58% of the Companyâs equity share capital are dematerialized as on March 31, 2025. Under the Depository system, the International Securities Identification Number (ISIN) allotted to the Companyâs shares is INE957C01019.
(xxxvi) Corporate Governance
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance Report with Auditorsâ Certificate thereon and Management Discussion and Analysis Report are attached, which form part of this report.
(xxxvii) Management Discussion & Analysis Report
Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed as annexure to this report.
Acknowledgement
Your Directors take this opportunity to express their gratitude to Companyâs Bankers, Suppliers, Government Departments and other business associates for their unstinted support extended to the Company. Your Directors wish to place on record, their appreciation of the efficient and dedicated services rendered by the employees at all levels across the Company. We are sincerely grateful to all the shareholders for their confidence, faith and support in the endeavours of the Company.
Mar 31, 2024
Your Companyâs Directors have pleasure in presenting before you the 62ndAnnual Report of the Company together
with the Audited Financial Statements for the Financial Year (FY) ended 31st March, 2024.
Standalone Financial Performance for the year ended March 31, 2024 is summarized below:
|
Particulars |
Rs. in lakhs |
Rs. in lakhs |
|
Financial year ended |
Financial year |
|
|
Revenue from Operations |
1731.94 |
196.57 |
|
Other Income (net) |
1228.21 |
2410.33 |
|
Total Income |
2960.15 |
2606.91 |
|
Less:Cost of Materials consumed |
(318.79) |
(83.93) |
|
Less: Operating Expenditure (Employee benefit expenses) |
(109.07) |
(97.89) |
|
Less: Finance costs |
(1437.35) |
(1239.38) |
|
Less: Depreciation & amortization expense |
(340.31) |
(281.82) |
|
Less: Other expenses (net) |
(1128.44) |
(2070.67) |
|
Profit/ (Loss) before exceptional and Extraordinary items |
(373.81) |
(1166.79) |
|
Exceptional Items |
-- |
-- |
|
Profit/ (Loss) before Extraordinary items and tax |
(373.81) |
(1166.79) |
|
Extraordinary Items |
-- |
-- |
|
Profit / (Loss) before tax |
(373.81) |
(1166.79) |
|
Tax expenses |
76 |
(274.56) |
|
Profit / (Loss) after tax |
(449.81) |
(892.23) |
|
Total Comprehensive Income for the period (Comprising |
(445.99) |
1481.37 |
Pursuant to the Section 134 of Companies Act, 2013 read with Companies (Accounts Rules), 2014, the Company has
complied with requirements and the details of which are as disclosed here under:
(i) Annual Return
As provided under Section 92(3) and 134(3)(a) of Companies Act, 2013, the Annual Return in form MGT-7 for the
financial year 2023-2024 is available on the website of the Company at www.arunahotels.com
(ii) Number of meetings of the Board
The Board of Directors met 5 (five) times during the financial year 2023-2024. The details of the Board meetings
and the attendance of the Directors are given in the Corporate Governance Report, which forms part of this Annual
Report.
(iii) Directors Responsibility Statement
Pursuant to Section 134(5) of the Companies Act, 2013, Board of Directors confirms that:
a) in the preparation of the annual accounts for the financial year ended 31st March, 2024, the applicable accounting
standards have been followed and that no material departures have been made from the same;
b) they 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 profits and loss of the Company for that period;
c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with
the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company and ensured that such Internal
financial controls are adequate and were operating effectively; and
(iv) Details in respect of frauds reported by the auditors:
During the year under review, the Auditors have not reported to the audit committee, under Section 143 (12) of the
Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details
of which would need to be mentioned in the Boardâs report.
(v) A statement on declaration given by Independent Directors:
The Company has received necessary declarations from every 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 Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
(vi) Companyâs policy on Directorâs appointment and Remuneration:
Companyâs policy on directorsâ appointment and remuneration including criteria for determining qualifications,
positive attributes and independence of a director and other matters as per Section 178(3) of the Act has been
disclosed in the Corporate Governance Report, which forms part of the Boardâs Report and also is disclosed on
Companyâs website www.arunahotels.com
(vii) Explanation of Board on qualification of Statutory Auditors and Secretarial Auditors, if any
The Auditorsâ Report for the financial year 2023-2024 does not contain any qualification, reservation or adverse
remark. The Report is enclosed with the financial statements in this Annual Report.
As required by the Listing Regulations, the Practicing Company Secretaryâs certificate on Corporate Governance
for the financial year 2023-2024 is enclosed as Annexure to this Annual report. The certificate does not contain any
qualification, reservation or adverse remark, except that of few observations.
The Secretarial Auditorsâ Report for the financial year 2023-2024 does not contain any qualification, reservation or
adverse remarks, except that of few observations. The Secretarial Auditorsâ Report is enclosed as Annexure to this
Annual report.
(viii) Particulars of loans, guarantees or investments given or made by the Company
During the year under review, Company has not given any loan, guarantee or provided any security and made any
investments pursuant to section 186 of the Companies Act, 2013. Also, the Company is engaged in the business of
providing âInfrastructural facilitiesâ(under Schedule VI of Companies Act, 2013), the provisions of Section 186 of
the Companies Act, 2013 pertaining to provision of Loans, Guarantees or Investments shall not be applicable to the
Company.
(ix) Related Party Transactions
In line with the requirements of the Act and the SEBI Listing Regulations, as amended, the Company has formulated
a policy on Related Party Transactions for identifying, reviewing, approving and monitoring of Related Party
Transactions and the same can be accessed on the Companyâs website at www.arunahotels.com.
The related party transactions entered into with related parties during the year under review were in the ordinary
course of business and at armâs length basis and in compliance with the applicable provisions of theCompanies Act,
2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. All transactions entered into
with the related parties were approved by the Audit Committee.
None of the transactions with related parties are material in nature or fall under the scope of Section 188 (1) of the
Companies Act, 2013. The information on transactions with related parties pursuant to Section 134(3)(h) of the Act
read with Rule 8(2) of the Companies (Accounts) Rules, 2014, as amended, in Form AOC-2 is not applicable to the
Company for the financial year 2023-2024 and hence the same is not provided.
(x) State of Affairs
The Company has successfully launched its hotel operations under the brand name âPharos Hotels,â a unit of Aruna
Hotels Limited. The initial phase of operations has seen the establishment of essential services and facilities, setting
a strong foundation for future growth. During the year under review, the Company reported a loss before tax of Rs.
(373.81) lakhs, a notable improvement compared to the loss of Rs. (1166.79) lakhs in the previous year.
This reduction in losses reflects our ongoing efforts to streamline operations, optimize costs, and enhance revenue
streams. While the Company is still in the process of stabilizing its operations, we are confident that these efforts
will yield healthier financial results in the coming quarters. Our strategic initiatives, including targeted marketing
campaigns and operational efficiencies, are expected to further strengthen our market presence and improve
profitability. The management remains focused on achieving operational excellence and creating long-term value
for our shareholders
(xi) Transfer to Reserves
Due to Loss, the Company has not transferred or proposed to transfer any amount to the Reserves for the year under
review.
(xii) Dividend
As the Company has incurred loss in the year under review, after considering the relevant circumstances, the Board
of Directors has decided that it would be prudent, not to recommend Dividend to its shareholders.
(xiii) Material changes and commitments, if any, affecting the financial position of the company which have
occurred between the end of the financial year of the company to which the financial statements relate and the
date of the report
There are no material changes and commitments affecting the financial position of the Company between the end of
the financial year i.e., 31st March, 2024 and the date of this report.
(xiv) Conservation Of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
Considering the nature of activities in which the Company operates, energy consumption is in accordance to the
normal business practices and does not require any specific installations. In its regular course of business, the
Company is always vigilant to conserve the resources and continuously implements measures required to save
energy.
The business activities of the Company are not specific to any technology requirements. Hence disclosures pertaining
to conservation of energy and technology absorption are not applicable to your Company during the year under
review.
There were no foreign exchange inflows or outflowsduring the year under review.
(xv) Risk Management Policy
Internal compliance and control policies and procedures of the Company and policies for monitoring and evaluation
of risk management systems to assess the effectiveness of those systems in minimizing risks that may impact
adversely on the business objectives of the Company were established.At present, the Company has not identified any
element of risk which may threaten the existence of the Company. However, the Constitution of a Risk Management
Committee as per Regulation 21 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
is not applicable to the Company.
(xvi) Corporate Social Responsibility (CSR):
During the year under review, the provisionsof Section 135 of the Companies Act, 2013 pertaining to the Corporate
Social Responsibility arenot applicable to the Company.
(xvii) Board Evaluation
Your Company has a structured framework for evaluation of the Individual Directors, Chairperson and Board as a
whole and its Committees. The Independent Directors at their Meeting held on 12.02.2024evaluated the performance
of Non-Independent Directors, Board as a whole, Chairperson and assessed the quality, quantity and timeliness of
flow of information between the Company Management and the Board that is necessary for the Board to effectively
and reasonably perform their duties.
The Board of Directors at their Meeting held on 13.11.2023 evaluated the performance of all Independent Directors
and the Board as a whole and its Committees and assessed the quality, quantity and timeliness of flow of information
between the Company Management and the Board through circulation of questionnaires, to assess the performance
on select parameters relating to roles, responsibilities and obligations of the Board and functioning of the Committees.
The evaluation criteria were based on the participation, contribution and guidance offered and understanding of the
areas etc., which are relevant to the Directors in their capacity as Members of the Board/Committees.
xix) Change in the nature of Business:
There is no change in the nature of Business during the year under review.
(xx) Directors and Key Managerial Personnel:
Directors:
The Board of Directors of Aruna Hotels Limited currently comprises of 5 (five) Directors with a balanced combination
of a. Executive, b. Non-Executive (Non-Independent) and c. Independent Directors.
|
Name of Directors |
Designation |
|
Mr. Suyambu Narayanan |
Chairperson (Non-Executive - Independent Director) |
|
Mr. Radhaswamy Venkateswaran |
Executive Director |
|
Mr. Muralidharan Ramasamy |
Non-Executive - Non Independent Director |
|
Mr. R Rajkumar |
Non-Executive - Non Independent Director |
|
Ms. Freeda Gnanaselvam Kanagiah |
Non-Executive - Independent Director |
In accordance with provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of
the Company, Mr.Radhaswamy Venkateswaran (DIN:09532159) of the Company, retires by rotation at the ensuing
Annual General Meeting and being eligible, offers himself for re-election.
Key Managerial Personnel:
Pursuant to the provisions of Section 203 of the Companies Act, the Key Managerial Personnel of the Company
as on March 31, 2024 are:
a. Mr. Nagaraj P, Chief Financial Officer (CFO)
b. Ms. K. Lakshmi, Company Secretary (upto 31.05.2024)
c. Ms.N.Sornalatha , Company Secretary( w.e.f . 11.07.2024)
*Ms. N.Sornalatha has been appointed as Company Secretary and Compliance Officer with effect from July 11, 2024.
Declaration of Independent Director
All the Independent Directors have furnished necessary declaration under Section 149(7) of the Act and under
Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. As per the said
declarations, they meet the criteria of Independence as provided in Section149 (6) of the Act and the SEBI Listing
Regulations. All of them have confirmed that they have registered themselves with the Indian Institute of Corporate
Affairs under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014 as amended.
(xxi. Statement regarding opinion of the Board with regard to integrity, expertise and experience of the
Independent Directors appointed during the year
During the year under review, no Independent Directors were appointed
Your Company has no subsidiary during the year or at any time after the closure of the year and till the date of
thisreport. Hence, a statement containing the salient features of financial statements of the Companyâs subsidiaries
in Form AOC-1 is not applicable.
Associates and Joint Ventures
Your Company has no Associates or Joint Ventures during the year or at any time after the closure of the year and
till the date of thisreport.
(xxii) Deposits
The Company has not invited or accepted any deposits during the year under review and there are no deposits
covered under Chapter V of the Companies Act, 2013 during the year 2023-2024, the details of which are required
to be furnished.
(xxiii) Details of significant and material orders passed by the regulators or courts or tribunals impacting the
going concern status and companyâs operations in future:
During the year under review and as on date of the Report, the following are/were the material orders passed by
the Regulators and fine(s) that was/were imposed on the Company. No impact on the going concern status and
companyâs operations in future.
⢠As on the date of this report, the following shareholders of the Company were alleged to have violated
provisions of Regulation 3(2) read with Regulation 13 (1), Regulation 29 (2) read with 29(3) and Regulation
10(5), 10(6) and 10(7) of SEBI (Substantial Acquisition of Shares and Takeover) Regulations, 2011 (SAST
Regulations).
1. Balasubramanian Sivanthi Adityan
2. Sri Devi Agencies Private Limited
3. Chandramohan R
4. Anita Kumaran
5. Jayanthi Natarajan
6. Gay Travels Private Limited
7. Subasri Realty Private Limited
8. Rani Printers Private Limited
9. Sovereign Media Marketing Private Limited
10. Chithan V
The Said shareholders had availed the benefit of settlement process with SEBI in respect of the Show Cause Notice
(SCN) issued dated 20.09.2022 under Rule 4(1) of SEBI (Procedure for Holding Inquiry and Imposing Penalties)
Rules, 1995 in the matter of Aruna Hotels Limited by the Chief and General Manager & Adjudicating Officer, SEBI.
In relation thereto, the Company had submitted disclosures under Regulations 10(5), 10(6), 29(1) and 29(2) of SEBI
SAST Regulations for the inter se transfer as per Memorandum of Compromise among the Promoters pertaining to
the financial year 2015-2016.
Referring to the Application for availing settlement in terms of SEBI (Settlement Proceedings) Regulations, 2018,
during the year under review, SEBI on 23.05.2023 accepted the settlement proposal which was filed by the said
shareholders. The said application along with the Revised Settlement Terms proposed by the said shareholders
were examined by the Independent High Powered Advisory Committee (HPAC) and recommended the specified
proceedings be settled upon payment ofRs.2,32,05,000/-.Upon consideration of the recommendation of the
SEBI has in principle agreed to accept the terms of settlement recommended by the HPAC.
In acceptance thereof by SEBI, the shareholder M/s Subasri Realty Private Limited on its behalf and on behalf of the
other shareholders has accordingly paid amount of Rs.2,32,05,000/- (Rupees Two Crores Thirty Two Lakhs and Five
Thousand only) towards Settlement fees.
In this regard, SEBI vide its Settlement order dated June 07, 2023 passed an Order such that, in view of acceptance
of the settlement terms and receipt of the Settlement amount as above by SEBI, an instant adjudication proceedings
initiated against the Applicants (as above mentioned) vide SCN dated September 20, 2022 is disposed off in terms of
Section 15JB of the SEBI Act read with Regulation 23(1) of the Settlement Regulations on the basis of the settlement
terms.
(xxiv) Internal Financial Control
The Company has a proper and adequate internal control system to ensure that all the assets of the Company are
safeguarded, to prevent and detect frauds and any other irregularities, proper application of appropriate accounting
policies and procedures to ensure completeness of the accounting records, compliance with policies, rules and
regulations, timely preparation of reliable financial information and prevention or timely detection of unauthorized
acquisition, use or disposition of the Companyâs assets that could have material effect on the financial statements
The Company has engaged a firm of external consultants for the internal audit function to continuously monitor the
effectiveness of internal controls.
(xxv) Maintenance of Cost Records
Maintenance of cost records and the requirement of Cost Audit under the provisions of Section 148 (1) of the
Companies Act, 2013are not applicable to the Company.
(xxvi) Internal Complaints Committee
The Company has constituted an Internal Complaints Committee to prevent and prohibit any form of sexual
harassment at workplace and provide redressal for woman employees as required under Sexual Harassment
of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. During the year, there was no event
affecting any of the women employees on account of any sexual harassment at the work place.
(xxvii) Proceedings under Insolvency and Bankruptcy Code, 2016
As on date of this report, The following are pending before the National Company Law Appellate Tribunal (NCLAT)
under the Insolvency and Bankruptcy Code 2016.
Comp App (AT) (CH) (Ins) No. 52/2023, 63/2023, 64/2023 & 68/2023
(xxviii) the details of difference between amount of the valuation done at the time of one time settlement and the
valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof - Not
applicable
(xxviii) Capital Structure
During the financial year 2023-2024, there was no change in the Authorised Share Capital of the Company and stood
at Rs. 75 Crores divided into 6,70,00,000 (Six crores seventy lakhs) equity shares of face value of Rs.10/- each and
8,00,000 (Eight lakhs) Preference shares of Rs.100/- each constituting Redeemable Preference share capital of the
Company.
Paid Up Share Capital
During the financial year under review 2023-2024, the paid-up share capital of the Company is Rs. 36,94,00,000
(Rupees Thirty Six Crores Ninety Four Lakhs Only) comprising of 3,39,00,000 equity shares of Rs.10/- each and
2,99, 00,000 Redeemable Preference Shares of Rs.100/- each.
During the year under review, the Company has transferred a sum of Rs. 5,00,000/- (Rupees Five Lakhs), being
redemption amount of preference shares that remained unclaimed to the Investor Education and Protection Fund
(IEPF) Account. The Redemption amount of preference shares remaining unpaid or unclaimed from parties will be
transferred to Investor Education and Protection Fund under section 205 of Companies Act, 2013.
During the year under review, the Company has neither issued any shares with differential voting rights nor issued
any sweat equity shares.
(xxix) Meetings of the Board
During the financial year under review, 5 (Five) Board Meetings were held and the gap between two meetings did
not exceed one hundred and twenty days. The said meetings were held on 25.05.2023, 11.08.2023, 25.10.2023,
13.11.2023 and 12.02.2024. Necessary quorum was present for all the meetings. Other details including the
composition of the Board and the Committee Meetings thereof held during the year under review (FY 2023- 2024)
are given in the Corporate Governance Report forming part of this Report.
Meeting of the Independent Directors:
During the year, one Meeting of Independent Directors was held on 12.02.2024. All the Independent Directors were
present.
Committees of the Board
A detailed note on the composition of the Board and its committees is provided in the Corporate Governance Report
section which forms part of this Annual Report.
(xxx) Familiarization Programs for Independent Directors
In accordance with the requirements of Listing Regulations, 2015 and Schedule IV of the Act, as amended, the
Company has a programme to familiarize the Independent Directors of the Company including in relation to the
nature of industry in which the Company operates and the roles, rights and responsibilities of the Independent
Directors.
The Programme aim at enabling the Independent Directors to understand and keep them updated on an ongoing basis
about the significant changes which occur in the industry. Due to this familiarization programs, it was concluded that
the Board is able to take active participation in the decision-making process and is equally involved in the affairs of
the Company.
The information required pursuant to Section 197 read with Rule 5 of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 and Companies (Particulars of Employees) Rules, 1975, in
respect of employees of the Company and Directors is furnished hereunder:
|
S.No |
Particulars |
Ratio |
|
1. |
The ratio of the remuneration of each director to the median remuneration of the (i) Mr. Radhaswamy Venkateswaran |
0.60:0 |
|
2. |
The percentage increase in remuneration of each director, Chief Financial Officer, |
8% |
|
3. |
The percentage increase in the median remuneration of employees in the financial year |
0.80 |
|
4. |
The number of permanent employees on the rolls of the company |
17 employees |
|
5. |
Average percentile increase already made in the salaries of employees other than the |
Nil |
*The ratio of the remuneration of Mr. Radhaswamy Venkateswaran, Managing Director to the median remuneration
of the employees calculated for a period of 12 months during the FY 2023-2024
It is affirmed that the Remuneration is as per the Remuneration policy for the Directors, Key Managerial Personnel
and other employees adopted by the Company.
(xxxi) Policy on Vigil Mechanism (Whistleblower Policy)
The Company has formulated and established the necessary Vigil Mechanism (Whistleblower Policy) for employees
including Directors of the Company in confirmation with Section 177(9) of the Act and Regulation 22 of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 to report genuine concerns about unethical
behaviour. The details of the policy have been disclosed in the Corporate Governance Report, which is a part of this
report and is also available on the website at www.arunahotels.com
(xxxii) Auditors:
At the 58thAGM held on 21st day of September, 2020, the members approved appointment of M/s Bala & Co.,
Chartered Accountants, Chennai (Firm Registration No.: 000318S) as Statutory Auditors of the Company to hold
office for a term of five years from the conclusion of 58thAGM till the conclusion of 63 rd AGM (AGM 2025). The
Statutory Auditors Report for the financial year 2023-2024 on the financial statement of the Company, forms part of
this Annual Report.
The Statutory Auditorsâ Report on the financial statements of the Company for the financial year 2023-2024does not
contain any qualifications, reservations or adverse remarks or disclaimer.
During the year under review, the Statutory Auditors of the Company have not reported any fraud as specified under
Section 143(12) of the Companies Act, 2013
In accordance with the provisions of Section 138 of the Companies Act, 2013 M/s. GSPU & Associates, chartered
Accountants (FRN :011266S), were appointed as the Internal Auditors of the company for the financial year 2023¬
2024.
Mr.B.Prabhakar, Practicing Company Secretaries (CPNo.7870), Chennai, were appointed as secretarial auditors of
the Company for the financial year 2023-2024, as required under Section 204 of the Companies Act, 2013 to conduct
the Secretarial Audit of records and documents of the Company for financial year 2023-2024. The Secretarial Audit
Report in form no. MR-3 issued by the Secretarial Auditor for the financial year 2023-2024 is annexed hereunder.
For the financial year 2023-2024, the Company does not have any material unlisted Indian subsidiaries. As such the
requirement to attach secretarial audit reports of material unlisted Indian subsidiaries pursuant to Regulation 24A (1)
of SEBI Listing Regulations is not applicable to the Company.
(xxxiii) Compliance with Secretarial Standards:
The Company has devised proper systems to ensure compliance with the provisions of all applicable mandatory
Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and that such systems are
adequate and operating effectively.
(xxxiv) Listing Requirements:
Your Companyâs Equity shares are listed on the BSE Limited, Mumbai. Listing fees have been paid to this Stock
Exchange for the financial year 2023-2024.
(xxxv) Dematerialization of Shares
The Companyâs shares are compulsorily traded in dematerialized form on the BSE Stock Exchange. Equity Shares of
the Company representing 91.58% of the Companyâs equity share capital are dematerialized as on March 31, 2024.
Under the Depository system, the International Securities Identification Number (ISIN) allotted to the Companyâs
shares is INE957C01019.
(xxxvi) Corporate Governance
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance
Report with Auditorsâ Certificate thereon and Management Discussion and Analysis Report are attached, which
form part of this report.
(xxxvii) Management Discussion & Analysis Report
Management Discussion & Analysis Report for the year under review, as stipulated under Regulation 34(2) of SEBI
(Listing Obligations and Disclosure Requirements) Regulations 2015 is annexed as annexure to this report.
Acknowledgement
Your Directors take this opportunity to express their gratitude to Companyâs Bankers, Suppliers, Government
Departments and other business associates for their unstinted support extended to the Company. Your Directors wish
to place on record, their appreciation of the efficient and dedicated services rendered by the employees at all levels
across the Company. We are sincerely grateful to all the shareholders for their confidence, faith and support in the
endeavours of the Company.
Place: Chennai Sd/- Sd/-
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting their Fifty Second Annual
Report, together with the Audited Accounts of the Company for the
financial year 2013-14 consisting of 12 months from 01-04-2013 to
31-03-2014.
FINANCIAL RESULTS
During this financial year, your Company made a turnover of Rs. 926.72
lakhs including other income. There have been arrears of interest on
certain loans availed by the Company, arrears of salary & wages,
arrears of remuneration to the directors and statutory dues. etc.,
which could not be provided in the past due to the financial condition
of the Company. Your board of directors decided to make provisions for
such overdue arrears, ahead of the implementation of the new business
plans. After making provision for such overdue arrears and other
expenses, and after providing for depreciation, there was a net loss of
Rs.3364.41 lakhs.
2013/14 2012/13
Gross Sales 784.66 971.97
Other Income 142.06 436.11
Total Income 926.72 1408.08
Less:
- Cost of materials consumed 186.02 189.64
- Employee Benefit Expenses 373.01 412.4
- Financial Charges 1917.63 296.34
- Depreciation & Amortisation Expenses 186.43 149.41
- Other Expenses 1628.04 813.83
- Total Expenditure 4291.13 1861.63
Loss before exceptional &
extraordinary items & tax -3364.41 -453.55
Exceptional items 0 0
Profit before extraordinary items -3364.41 -453.55
Less: Provision for tax 0 0
Net Profit / Loss (-) -3364.41 -453.55
DIVIDEND
Considering the financial results of the Company for the year under
review, the Board of Directors could not consider payment of any
dividend to the shareholders.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT
Subsequent to the end of the financial year under review, the hotel has
been dosed for demolition and putting up of commercial / residential
blocks. Hence there will not be any generation of revenue during this
year.
It has also been dec ided to revalue the block assets of the Company
during the current financial year 2014-15, since the historical value
does not reflect the intrinsic value of these assets. It has also been
decided provide for balance of arrears of remuneration due to the
Executive Directors (Managing Director and Executive Director) and some
of the senior executives who have put in long service, statutory dues,
etc., which could not be provided fully in the past.
REVIEW OF OPERATIONS
HOTEL DIVISION
During the year under review, the Hotel was operational with 79 rooms.
The gross sales shown above consisted mainly of room revenue and Food &
Beverage revenue. The Other Income consisted of rent received from the
floors in the annexe building leased out to restaurants. The
performance of the Hotel has not been satisfactory.
BLEAK PROSPECTS OF HOTEL BUSINESS
The availability of hotel rooms within Chennai city is much more than
the current demand, which i s affecting the performance of almost ail
the hotels in the City. Many hotels have already closed down and are
putting up residential/commercial apartments. Even some of the new
hotel projects, where construction was in progress, have decided to
demolish the construction and convert into real estate projects. The
existing mismatch of demand and supply would continue for some more
years and the Company would continue to be incurring losses, As the
Company cannot afford to incur further losses, the Board of Directors
took a decision to close down the existing hotel, demolish the building
and in its place put up commercial/residential apartments.
Therefore, offers were invited from reputed builders and out of them,
the offer made by M/s, Kgeyes Residency Pvt. Ltd., Chennai was found to
be the most beneficial and accepted by the Management, and a
preliminary agreement has been entered into with them. As per the terms
agreed, in due course, we have to hand over vacant possession of the
property to them to enable them to proceed with the various formalities
for demolishing the existing hotel and annexe buildings and
constructing new commercial / residential building(s) on the same site.
Accordingly, the hotel business was closed effective from 1st April
2014.
The Company will not totally exit from hotel business. As per the
studies undertaken, there is a scope for putting up a hotel near the
Airport and therefore, out of the surplus anticipated from the above
proposed property redevelopment, the Company would consider putting up
a hotel with lesser number of rooms in a new location.
Meanwhile, some of the shareholders have approached the Company Law
Board and obtained an interim Order, which prevents alienation,
encumbrance and creation of third party interest on the property, due
to which the property redevelopment proposal has come to a standstill.
The Management is exploring the possibilities of removing the deadlock.
EXPLANATION OR COMMENTS ON QUALIFICATIONS, RESERVATIONS OR ADVERSE
REMARKS OR DISCLAIMERS MADE BY THE INDEPENDENT AUDITORS.
Replies to the observations made by the Auditors are given in the
Addendum to this Report.
LISTING OF COMPANY'S SECURITIES
Your Company's equity shares are currently listed on Bombay Stock
Exchange Limited (BSE), Mumbai. The company had taken an in-principle
decision to delist the equity shares from Ahmadebad Stock Exchange and
Madras Stock Exchange.
DEMATERIALIZATION OF SHARES
Your Company's shares have been made available for dematerialization
through the National Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).
FIXED DEPOSITS
The Company has not been accepting any fixed deposit.
BOARD OF DIRECTORS
Additional Directors - During the year company co-opted seven Directors
on the board as Additional Directors. They are Dr. Muthiah Senthil
Nathan, Mr. Sankaranarayanan Subramanian, Mr, Natesa Pillai
Subramanian, Mr. Venkatesa Iyer Viswanathan. Dr. Raghavan Sivaram, Mr.
Kasirajan Rangaswamy and Mr, Shameer Ahamed.
Accordingly, all the aforementioned persons were appointed as a
Additional Directors with effect from November 14, 2013 to hold office
till the conclusion of ensuing Annual General Meeting. They do not seek
reappointment.
Cessation of director - Mr. Kamal Kumar Babbar ceased to be Director of
the Company with effect from 30.09.2013.
Resignation of Director - A. Periasamy Pillay resigned from the Board
of the Company with effect from 14.05.2013.
Re-appointment of directors retiring by rotation -Mr. S.Kalyanam and
Mr. C.L. Ravichandran Directors of the Company retire by rotation at
the ensuing Annual General Meeting and being eligible offer themselves
for re-appointment.
The Board expresses its appreciation for the services rendered and for
the matured advice provided by the outgoing directors during their
association with the Company.
AUDITORS
At the Annual General Meeting, the members have to appoint Auditors for
the period from conclusion of the 52nd AGM till the conclusion of the
53rd AGM.
M/s. Anil Kumar Bhandari & Associates, Chartered Accountants.
Bangalore, the retiring Auditors, are eligible for reappointment and
they have confirmed that their reappointment, if made, will be within
the limits prescribed under the provisions of Companies Act 2013.
SUBSIDIARIES
The Company does not have any subsidiaries and hence Consolidation of
Accounts does not arise.
CORPORATE GOVERNANCE
A detailed report on Corporate Governance has been included separately
in the Annual Report. A report on Management Discussion and Analysis is
attached to the Directors Report and forms part of this Annual Report.
A report on Corporate Governance including Certificate on compliance
with the conditions of Corporate Governance under Clause 49 of the
listing agreement is furnished with the Annual Report.
BOARD COMMITTEES:
The Company has three Board Committees, viz. Audit Committee. Share
Transfer/Investors' Grievances Committee and Remuneration Committee to
assist the Board of Directors in effective discharge of its
responsibilities.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors confirm:
That in preparation of the annual Accounts, the applicable accounting
standards have been followed along with proper explanation.
That the Directors had selected such accounting policies and applied
them 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 financial year ended on 31st March
2014 and of the loss of the Company for that year.
That the Directors had taken proper and sufficient care for maintenance
of adequate accounting records for the year ended 3 lst March 2014 in
accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for prevention of fraud and
other irregularities.
That the Directors have prepared the Annual Accounts on an ongoing
basis.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board Members and
Senior Management of the Company. The Code of Conduct has been posted
on Companies website. Board Members and Senior Management personnel
have affirmed Compliance with the Code for the financial year 2013-14.
A separate declaration to this effect is made out in the Corporate
Governance Report.
PERSONNEL
Information required to be furnished under the provisions of Companies
Act 2013 read with the rules made there-under, is not applicable since
none of the employees are receiving remuneration specified.
CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
As the Company is not engaged in any of the industrial activity
mentioned in the Schedule to Companies (Disclosure of particulars in
the report of Board of Directors) 1988, Section 217(1 )(e) of the
Companies Act. 1956 read along with Companies (Disclosure of
particulars in the report of Board of Directors) 1988, the requirement
of furnishing particulars regarding conservation of energy, technology
absorption and adoption provided under Section 217(1 )(e) of the
Companies Act, 1956 is not applicable and hence same has not been
provided.
There are no material foreign exchange earnings or outgo during this
period.
ACKNOWLEDGEMENT
Your Directors wish to take the opportunity to thank the Central &
State Governments and Punjab National Bank for the help and support
extended by them.
Thanks are also due to our patrons for their continued patronage and
the vendors for their co-operation.
Your Directors also wish to thank the Members for the continued
confidence they repose in the Management and the Employees for their
sincere services and co-operation.
By Order of the Board
For Aruna Hotel Ltd
Date : 25/02/2015 M. Sivaram
Place : Chennai Chairman
Mar 31, 2013
Dear Members,
The Directors have pleased to present their Fifty First Annual Report,
together with the Audited Accounts of the Company for the financial
year 2012-13 consisting of 12 months from 01-04-2012 to 31-03-2013.
FINANCIAL RESULTS
During this financial Year, Your Company realized a turnover of Rs,
1408.08 Lakhs including other income, and incurred a net loss of
Rs.453.55 Lakhs after providing Rs. 149.41 lakhs for depreciation.
There are arrears of interest on certain loans availed by the Company.
Arrears of salary & wages including arrears of remuneration due to
Managing Director and Whole-time Director / Executive Director & senior
executives & others, statutory dues, etc., which could not be fully
provided due to the financial condition of the Company. Your Board of
Directors have decided to ascertain such liabilities and make
provisions for such overdue arrears, in the next financial year.
2012/13 2011/12
Gross Sales 971.97 686.10
Other Income 436.11 156.90
Total Income 1408.08 843.01
Less:
- Cost of materials consumed 189.64 141.16
- Changes in inventories of
finished goods -17.04
- Employee Benefit Expenses 412.4 193.41
- Financial Charges 296.34 256.97
- Depreciation & Amortisation
Expenses 149.41 186.63
- Other Expenses 813.83 262.08
- Total Expenditxure 1861.63 1023.22
Loss before Exceptional &
extraordinary items & tax -453.55 -180.21
Exceptional items 0 0.00
Profit before extraordinary items -453.55 180.21
Less: Provision for tax 0 0.00
Net Profit / Loss (-) -453.55 -180.21
DIVIDEND
Considering the financial results of the Company for the year under
review, the Board of Directors could not consider payment of dividend
to the shareholders.
During the year under review, the Hotel was operational with 79 rooms.
The gross sale shown above includes room revenue and Food & Beverage
revenue. The Other Income consists mainly of rent received from three
floors in the annexe building leased out to restaurants. The
performance of the Hotel has not been satisfactory.
CURRENT YEAR'S PROSPECTS
Currently, the availability / supply of hotel rooms in Chennai city is
much more than the present demand. This is adversely affecting the
performance of almost all the hotels in Chennai city. To tackle this
situation, various options are being examined.
FIXED DEPOSITS
The Company has not been accepting any fixed deposit.
BOARD OF DIRECTORS
In accordance with the provisions of Companies Act. 1956 and the
Articles of Association of your company, Mr. S. Kalyanam due to retire
by rotation at the 51 st Annual General Meeting was appointed as an
additional director since the meeting could not be held on the due date
and it is proposed to appoint him as on ordinary director under the
provisions of the Companies Act, 1956
During the year, Company has appointed Mr. A. Periasamy Pillay (DIN
06427187) appointed as Director w.e.f 09/11/2012, However, he resigned
subsequently.
Mr. P.B. Santhanakrishnan, Director (DIN- 03213653) resigned from the
Board of the Company with effect from 09/11/2012.
AUDITORS
At the Annual General Meeting, the members have to appoint Auditors for
the period from conclusion of the 51 st AGM till the conclusion of the
52nd AGM.
M/s. Anil Kumar Bhandari & Associates, Chartered Accountants, Bangalore
retiring Auditors. have confirmed that their reappointment if made,
will be in accordance with the provisions of Companies Act, 1956.
The Board recommends reappointment of M/s. Anil Kumar Bhandari &
Associates, Chartered Accountants, Bangalore as Statutory Auditors of
the Company from the conclusion of the 51 st Annual General Meeting
till the conclusion of the 52nd Annual General Meeting.
SUBSIDIARIES
The Company does not have any subsidiaries and hence Consolidation of
Accounts does not arise. CORPORATE GOVERNANCE:
A report on Corporate Governance including Auditors' Certificate on
compliance with the conditions of CorPorate Governance under Clause 49
of the listing agreement is furnished with the Annual report.
BOARD COMMITTEES:
The Company has three Board Committees, viz. Audit Committee, Share
Transfer/Investors' Grievances Committee and remuneration Committee to
assist the Board of Directors in effective discharge of its respon-
sibilities.
DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors confirm:
That in preparation of the annual Accounts, the applicable accounting
standards have been followed along with proper explanation.
That the Directors had selected such accounting policies and applied
them 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 financial year ended on 31st March
2012 and of the profit of the Company for that year.
That the Directors have prepared the Annul Accounts on an ongoing
basis.
CODE OF CONDUCT
The Board has laid down a Code of Conduct for all Board Members and
Senior Management of the Company. The Code of Conduct has been posted
on Companies website. Board Members and Senior Management declaration
to this effect is made out in the Corporate Governance Report.
PERSONNEL
Information required to be furnished under Section 217 (2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 is not applicable since none of the employees are receiving
remuneration as mentioned in the said section.
CONSERVATION Of ENERGY. RESEARCH AND DEVELOPMENT. TECHNOLOGY ABSORP-
TION. FOREIGN EXCHANGE EARNINGS AND OUTGO
As the Company is not engaged in any of the industrial activity
mentioned in the Schedule to Companies (Disclosure of particulars in
the report of Board of Directors) 1988, the requirement of furnishing
particulars regarding conservation of energy, technology absorption and
adoption provided under Section 217(1) (e) of the Companies Act, 1956
is not applicable and hence same has not been provided.
There are no foreign exchange earnings or outgo during this period.
LISTING OF COMPANY'S SECURITIES
Your Company's shares are currently listed on Bombay Stock Exchange
Limited (BSE), Mumbai. The delisting of the shares from Madras Stock
Exchange and Ahmadabad Stock Exchange is in process.
DEMATERIALIZATION OF SHARES
Your Company's shares have been made available for dematerialization
through the national Securities Depository Limited (NSDL) and Central
Depository Services (India) Limited (CDSL).
CORPORATE GOVERANANCE
A detailed report on Corporate Governance has been included separately
in the Annual Report. A report on Management Discussion and Analysis
prepared and attached to the Directors' Report also forms part of this
Annual Report.
EXPLANATIONS TO ANY QUALIFICATIONS IN AUDITORS' report
Replies to the observations made by the Auditors are given in the
Addendum to this Report.
ACKNOWLEDGEMENT
Your Directors wish to take the opportunity to thank the Central &
State Governments and Punjab National Bank and Indian Overseas Bank for
the help and support extended by them.
Thanks are also due to our patrons for their continued patronage and
the vendors for their co-operation.
Your Directors also wish to thank the Members for the continued
confidence they repose in the Management and the Employees for their
sincere services and co-operation.
By Order of the Board
For Aruna Hotels Limited
Date: 14-02-2015 M.Sivaram
Place: Chennai Chairman
Mar 31, 2011
The Directors have pleasure in presenting their Forty Ninth Annual
Report, together with the Audited Accounts of the Company for the
financial year 2010/2011 consisting of 12 months from 01-04-201 0 to
31-03-2011.
FINANCIAL RESULTS
During this financial year, your Company made a turnover of Rs. 489.33
lakhs including other income, and incurred a cash loss of Rs. 167.27
lakhs. After providing for a sum of Rs. 145.52 lakhs towards
depreciation, there was a net loss of Rs.312.80 lakhs only.
Rs. in lakhs
2010-11 2009-10
Gross Sales 292.16 124.07
Other Income 197.17 163.00
Total Income 489.33 287.07
Less:
- Mfg. & Other
Expenses 417.06 317.46
- Financial Charges 239.54 96.94
- Total Expenditure 656.60 414.40
Loss before depreciation & tax -167.27 -127.33
Less: Depreciation 145.52 108.62
Loss before Tax -312.80 -235.95
Less:
- Provision for tax 0.00 0.00
Net Profit / Loss (-) -312.80 -235.95
DIVIDEND
Considering the financial results of the Company for the year under
review, the Board of Directors could not consider payment of any
dividend to the shareholders.
REVIEW OF OPERATIONS HOTEL DIVISION
During the year under review, the Hotel resumed operations in September
2010 with 40 rooms. The gross sales shown above consisted of room
revenue and Food & Beverage revenue. The Other Income consisted of
rent received from three floors in the annexe building leased out to
restaurants. The performance has been satisfactory.
We have already entered into agreement with M/s. Fortune Park Hotels
Limited of ITC Group for branding, marketing and managing the day-
to-day operations of the Hotel. However, this arrangement will come
into force after completion of the remaining part of renovation.
After completion of renovation, Fortune Park Hotels Limited, a wholly
owned subsidiary of ITC Hotels Ltd., will take up the marketing and
management of the Hotel. The name of the Hotel would also be altered
suitably to indicate their association.
CURRENT YEAR''S PROSPECTS
The prospects of hotel industry in the country as a whole continue to
be encouraging and particularly in Chennai city, the industry should be
doing well as many more companies in IT, ITES and Auto segments are
expected to set up shops in and around the City.
The renovation of the Hotel and our association with Fortune Park
Hotels Limited would help us achieve satisfactory performance of the
Hotel, barring unforeseen circumstances.
FIXED DEPOSITS
The Company has long back stopped accepting deposits from public.
BOARD OF DIRECTORS
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of your company, Mr. Kartick P Sivaram and Mr.
S. Kalyanam retire by rotation at the 49th Annual General Meeting and,
being eligible, offer themselves for re-appointment.
AUDITORS
At the Annual General Meeting, the members have to appoint Auditors for
the period from conclusion of the 49th AGM till the conclusion of the
50th AGM. M/s. S.Viswanathan, Chartered Accountants, Chennai-600 006,
the retiring Auditors, are eligible for re-appointment and they have
confirmed that their re-appointment, if made, will be within the limits
specified under Section-224 (1-B) of the Companies Act, 1956.
CORPORATE GOVERNANCE:
A report on Corporate Governance including Auditors'' Certificate on
compliance with the conditions of Corporate Governance under Clause 49
of the listing agreement is furnished with the Annual Report.
BOARD COMMITTEES:
The Company has two Board Committees, viz. Audit Committee and
Investors'' Grievances Committee, to assist the Board of Directors in
effective discharge of its responsibilities.
STATUTORY PARTICULARS
There were no employees in receipt of remuneration in excess of the
limit specified in Section 217 (2-A) of the Companies Act, 1956.
Particulars of conservation of energy, technology absorption and
foreign exchange earnings and outgo, have been given in Annexure-I.
DIRECTORS'' RESPONSIBILITY STATEMENT
Your Directors confirm:
That in preparation of the annual Accounts, the applicable accounting
standards have been followed along with proper explanation.
That the Directors had selected such accounting policies and applied
them 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 financial year ended on 31st March
2011 and of the loss of the Company for that year.
That the Directors had taken proper and sufficient care for maintenance
of adequate accounting records for the year ended 31st March 201 1 in
accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for prevention of fraud and
other irregularities.
That the Directors have prepared the Annual Accounts on an ongoing
basis.
ACKNOWLEDGEMENT
Your Directors wish to take the opportunity to thank the Central &
State Governments and Punjab National Bank for the help and support
extended by them.
Thanks are also due to our patrons for their continued patronage and
the vendors for their co-operation.
Your Directors also wish to thank the Members for the continued
confidence they repose in the Management and the Employees for their
sincere services and co-operation.
By Order of the Board
For Aruna Hotels Limited
Date: 12.07.2011
Place: Chennai-34 M.Sivaram
Vice-Chairman
& Managing Director
Mar 31, 2009
The Directors have pleasure in presenting their Forty Sixth Annual
Report, together with the Audited Accounts of the Company for the
financial year 2008/2009 consisting of 12 months from 01-04-2008 to
31-03-2009.
FINANCIAL RESULTS
During this financial year, your Company made a turnover of Rs. 658.89
lakhs including other income, and incurred a cash loss of Rs. 143.57
lakhs. After providing for a sum of Rs. 135.39 lakhs towards
depreciation and a sum of Rs. 3.50 lakhs towards Fringe Benefit Tax,
there was a net loss of Rs.282.46 lakhs only.
Rs. in lakhs
2008-09 2007-08
Gross Sales 425.14 573.39
Other Income 23375 130.05
Total Income 658.89 703.44
Less:
- Mfg. & Other
- Expenses 668.86 556.48
- Financial Charges 133.59 97.14
- Total Expenditure 802.46 653.62
Cash Profit -143.57 49.82
Less:Depreciation 135.39 137.68
Profit before Tax -278.96 -87.86
Less:
- Deferred Revenue
- Fringe Benefit Tax 3.50 3.25
- Provision for tax " 0.00 0.00
3.50 3.25
Net Profit/Loss (-) -282.46 -91.11
DIVIDEND
Considering the financial results of the Company for the year under
review, the Board of Directors could not consider payment of any
dividend to the shareholders.
HOTEL DIVISION
During the year under review, the Hotel Division achieved an average
occupancy of 23.56% and an ARR of Rs. 2185.54/-.
We are in the process of implementing a renovation of the Hotel. There
has been some delay in implementation of the renovation and we expect
to complete the renovation by end of December 2009.
After completion of renovation, Fortune Park Hotels Limited, a wholly
owned subsidiary of ITC Hotels Ltd., will take up the marketing and
management of the Hotel. The name of the Hotel would also be altered
suitably to indicate their association.
CURRENT YEARS PROSPECTS
The prospects of hotel industry in the country as a whole are expected
to be encouraging, especially as there are signs of revival of the
world economy. In Chennai city, particularly, the industry should be
doing well as more companies are expected to commence operations in and
around the City.
The renovation of the Hotel and our association with Fortune Park
Hotels Limited would help us achieve improved performance of the Hotel,
barring unforeseen circumstances.
FIXED DEPOSITS
As on 31-03-2009, no amount due to fixed deposit holders remained
unclaimed.
BOARD OF DIRECTORS
In accordance with the provisions of Companies Act, 1956 and the
Articles of Association of your company, Mr. Kartick P. Sivaram retires
by rotation at the 47th Annual General Meeting and, being eligible,
offers himself for re-appointment.
During the year under review, Dr. B.S. Adityan, who was appointed the
Chairman of the Board of Directors of the Company after the sad demise
of Dr. P. Maruthai Pillai, resigned and his resigned was accepted
effective from 30/01/2009. Mr. M. Uttam Reddi also submitted his
resignation, which was accepted effective from 30/04/2009.
Therefore, the Board of Directors co-opted Mr. S. Kailasam and Mr.
C.L. Ravichandran as Additional Directors effective from 30/04/2009.
As per the provisions of Section 260 of the Companies Act, 1956, they
would hold office till the ensuing Annual General Meeting. Notices have
been received from two members of the Company proposing their
appointment as Directors under the provisions of Sections 255, 256 &
257 of the Companies Act, 1956. This proposal is being placed before
the Members for their approval.
AUDITORS
At the Annual General Meeting, the members have to appoint Auditors for
the period from conclusion of the 47th AGM till the conclusion of the
48,h AGM. M/s. S.Viswanathan, Chartered Accountants, Chennai-600 006,
the retiring Auditors, are eligible for re-appointment and they have
confirmed that their re-appointment, if made, will be within the limits
specified under Section-224 (1-B) of the Companies Act, 1956.
CORPORATE GOVERNANCE:
A report on Corporate Governance including Auditors Certificate on
compliance with the conditions of Corporate Governance under Clause 49
of the listing agreement is furnished with the Annual Report.
BOARD COMMITTEES:
The Company has two Board Committees, viz. Audit Committee and
Investors Grievances Committee, to assist the Board of Directors in
effective discharge of its responsibilities.
STATUTORY PARTICULARS
There were no employees in receipt of remuneration in excess of the
limit specified in Section 217 (2-A) of the Companies Act, 1956.
Particulars of conservation of energy, technology absorption and
foreign exchange earnings and outgo, have been given in Annexure-I.
DIRECTORS RESPONSIBILITY STATEMENT
Your Directors confirm:
That in preparation of the annual Accounts, the applicable accounting
standards have been followed along with proper explanation.
That the Directors had selected such accounting policies and applied
them 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 financial year ended on 31s1 March
2009 and of the loss of the Company for that year.
That the Directors had taken proper and sufficient care for maintenance
of adequate accounting records for the year ended 31st March 2009 in
accordance with the provisions of the Companies Act, 1956 for
safeguarding the assets of the Company and for prevention of fraud and
other irregularities.
That the Directors have prepared the Annual Accounts on an ongoing
basis.
ACKNOWLEDGEMENT
Your Directors wish to take the opportunity to thank the Central &
State Governments and Punjab National Bank for the help and support
extended by them.
Thanks are also due to our patrons for their continued patronage and
the vendors for their co-operation.
Your Directors also wish to thank the Members for the continued
confidence they repose in "the Management and the Employees for their
sincere.services and co-operation.
By Order of the Board
For Aruna Hotels Limited
Date : 09.09.2009.
M.Sivaaram
Place: Chennai-34 Vice-Chairman &
Managing Director
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