Balaji Hotels and Enterprises Ltd. के निदेशक की रिपोर्ट

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their Twenty Fifth Annual Report together with the Audited Accounts of the Company for the Financial Year ended March 31,2014.

Management Discussion and Analysis Report

1. Summary of Financial Results (In Rs. )

S. Particulars 2013-2014 2012-2013 No.

1 Profit/(Loss) before Exceptional & Extraordinary items (5,87,049) 1,07,262

2 Exceptional items - - 3 Profit/(Loss) before tax (5,87,049) 1,07,262

4 Income Tax expense for earlier years 2,72,066 -

5 Profit/(Loss) for the year (8,59,115) 1,07,262

6 Deficit brought Forward from Previous Years (3,000,008,860) (3,000,116,122)

7 Loss carried to Balance Sheet (3,000,867,975) (3,000,008,860)

2. Operations/Future Outlook

There were no operations during the year.

The company is exploring the possibility of tying up with strategic partners for infusion of funds into the company to take up any business operations subject to obtaining shareholders and necessary government approvals if any. The Company is also looking at possibilities of merger and restructuring which may result in synergies.

3. Dividend

There are no business operations during the year and therefore your directors are not recommending any dividend for the financial year under review.

4. Directors

1. Shri M Dharmaraj retire by rotation and being eligible offers himself for reappointment.

2. Shri D Bala Koteswara Rao retire by rotation and being eligible offers himself for reappointment Your Board recommends their re-appointment.

5. Corporate Governance

A detailed Report on the Corporate Governance is separately annexed.

6. Directors'' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 (section 134 of the Companies Act 2013) with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) that in the preparation of annual accounts for the year ended March 31, 2014, the applicable accounting standards had been followed along with proper explanations relating to material departures.

ii) that 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 financial year and of the loss of the company for the year under review.

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 & 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the accounts for the financial year have been prepared on a "going concern" basis.

Four Board Meetings were held during the last financial year. The dates on which the meetings were held are 27.05.2013; 20.08.2013; 12.11.2013; and 07.01.2014.

The independent directors have given declaration as per the requirement of section 149 (6) of the companies Act 2013.

In pursuance of section 178 of the Companies Act 2013 the nomenclature of the existing Remuneration Committee has been changed to Nomination and Remuneration Committee and the Committee is the process of formulating the criteria for determining qualifications and others of independence of director and for recommendation to the Board of policy.

The company has complied with the provisions of section 188 of the Companies Act 2013 in respect of related party transactions. There is no related party transaction which is material as per clause 49 of the Listing Agreement.

7. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

Pursuant to section 217(1 )(e) of the Companies Act, 1956 (section 134 of the companies Act 2013) and companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 the information is furnished below:

i) Foreign Exchange Earnings: Nil

ii) Foreign Exchange Outgo : Nil

8. Particulars of Employees

There are no employees falling within the purview of section 217(2A) of the Companies Act, 1956(section 134 of the companies Act 2013).

9. Listing of Shares with the Stock Exchanges

The Equity Shares of the Company are listed with the following stock exchanges:

* The Madras Stock Exchange Limited (Regional Stock Exchange)

* BSE Limited

The trading of company''s equity shares was suspended by the BSE Limited. The Company is taking steps for Revocation of suspension.

10. Auditors

M/s P A Reddy & Co., Chartered Accountants and M/s CNGSN & Associates, Chartered Accountants, Joint Statutory Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting. M/s P A Reddy & Co., and CNGSN & Associates, Chartered Accountants, are recommended for re-appointment.

As regards the observations of the auditors vide para 4 of the report, the Board of Directors wish to express the following views:

a. The Board is of the considered view that the investment in preference shares of Balaji Industrial Corporation Limited is long term in nature and hence the valuation is not done. (Refer si.no.lV( i) of Auditors'' Report)

b. The interest of Rs.1.81 Crores is not provided as your company is negotiating with the lender for waiver of interest and arrive at one time Settlement. (Refer sl.no.IV (ii) of Auditors'' Report)

11. Acknowledgement

Your Board wishes to express their sincere thanks to one and all for their valuable services and help especially Government of Tamil Nadu, Indian Bank and other company''s bankers. Your Board also wishes to express their sincere thanks to all the shareholders for reposing confidence in them. By Order of the Board For BALAJI HOTELS AND ENTERPRISES LIMITED

Place : Chennai M. DHARMARAJ M. SREENIVASULU REDDY Dated: May 26,2014 Director(00316960) Director (00035021)

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Mar 31, 2011

The Directors have pleasure in presenting their Twenty Second Annual Report together with the Audited Accounts of the Company for the Financial Year ended March 31, 2011.

Management Discussion and Analysis Report

1. Summary of Financial Results (in Rs.)

S.No. Particulars 2010-11 2009-10

1. Profit / Loss before depreciation (7463258) 14525835

2. Less: Depreciation -- 2183

3. Profit/ Loss before tax (7463258) 14523652

4. Exceptional Items -- 2078517

5. Provision for Wealth Tax 205211 --

6. Wealth Tax of earlier years 602434 33241

7. Profit/Loss after Tax (8270903) 16568928

8. Deficit brought from previous year (3206838022) (3223406950)

9. Loss carried to balance sheet (3215108925) (3206838022)

2. Operations /Future Outlook

There were no operations during the year. The company had incurred loss due to Statutory overheads during the financial year under review.

The company is exploring the possibility of tying up with strategic partners or infusion of funds by investors into the company to take up liquor trading operations subject to obtaining necessary government approvals. The Company is also looking at possibilities of merger and restructuring which will result in synergies.

3. Dividend

There are no operations during the year resulting in loss therefore your directors are not recommending any dividend for the financial year under review.

4. Directors

Shri M Masthan Reddy retire by rotation and being eligible offer himself for reappointment.

5. Shifting of Registered office

During the year the registered office of the company was shifted from No.365, Anna Salai, Teynampet, Chennai - 600 018 to New No.34, Old No.76, Bazullah Road, T.Nagar, Chennai–600 017 with effect from 01/11/2010. The said shifting was necessitated due to sale of the Hotel project where at the registered office was situated.

6. Corporate Governance

A detailed Report on the Corporate Governance is separately annexed.

7. Directors' Responsibility Statement

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it Is here by confirmed:

i) that in the preparation of annual accounts for the year ended March 31, 2011, the applicable accounting standards had been followed along with proper explanations relating to material departures.

ii) that 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 financial year and of the loss of the company for the year under review.

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the accounts for the financial year have been prepared on a "going concern" basis.

8. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

9. Particulars of Employees

There are no employees falling within the purview of section 217(2A)of the Companies Act, 1956.

10. Listing of Shares with the Stock Exchanges

The Equity Shares of the Company are listed with the following stock exchanges:

The Madras Stock Exchange Limited (Regional Stock Exchange)

The Hyderabad Stock Exchange Limited

BSE Limited, Mumbai

The trading of company's equity shares was suspended by the Mumbai stock exchange.

The Company is taking steps for Revocation of suspension.

11. Auditors

M/s P A Reddy & Co., Chartered Accountants and M/s CNGSN & Associates, Chartered Accountants, Joint Statutory Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

As regards the observations of the auditors vide Para 4 of the report, the Board of Directors wish to express the following views:

a. The interest of Rs.1.81 Crores is not provided as your company is negotiating with the lenders for waiver of interest and to arrive at one time Settlement.

(Refer sl.no.4(f)

( i) of Auditors' Report)

b. The unquoted investments in preference shares held by the company are long term in nature and hence the valuation is not done. (Refer sl.no.4(e)(i) and 4(f)(ii) of Auditors' Report)

c. The effect of Auditors qualifications has been summarized and quantified by the Auditors against the company's accounts (Refer sl.no.4(f)(iii) of Auditors' Report).

12. Acknowledgement

Your Board wishes to express their sincere thanks to one and all for their valuable services and help especially Government of TamilNadu, Indian Bank and other company's bankers. Your Board also wishes to express their sincere thanks to all the shareholders for reposing confidence in them.

By Order of the Board

For BALAJI HOTELS AND ENTERPRISES LIMITED

Place : Chennai M. SREENIVASULU REDDY

Dated : July 30, 2011 Chairman

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Mar 31, 2010

The Directors have pleasure in presenting their Twenty First Annual Report together with the Audited Accounts of the Company for the Financial Year ended March 31,2010.

Management Discussion and Analysis Report

1. Summary of Financial Results (in Rs.)

S.No. Particulars 2009-10 2008-09

1 Profit / (Loss) before depreciation 14525835 87932979

2 Less: Depreciation 2183 4074

3 Profit/(Loss) before tax & Exceptional Items 14523652 87928905

4 Exceptional Items 2078517 326514574

5 Income Tax for earlier years 33241 516798

6 Provisions for tax-FBT 0 1592

7 Deferred Tax 0 0

8 Profit/Loss) aftertax 16568328 413925089

9 Prior year adjustments 0 0

10 Surplus/(Deficit) from previous year (3223406950) (3637332039)

11 Loss carried to Profit and Loss Account (3206838022) (3223406950)

2. Operations/Future Outlook

There were no operations during the year. The resultant Profit shown is due to Exceptional item.

The company is exploring the possibility of tying up with strategic partners or infusion of funds by investors into the company to take up distillery operations in which it has experience. The company is also looking at the option of getting back into liquor trading operations subject to obtaining necessary government approvals The Company is also looking at possibilities of merger and restructuring which will result in synergies.

3. Dividend

The operations of your company during the year ended 31.03.2010 have resulted in a profit, which has accrued mainly on account of provisions written back. Hence, your directors do not recommend any dividend for the year,

4. Directors

Shri M Dharmaraj and Shri D Balakoteswara Rao, retires by rotation and being eligible offer themselves for reappointment.

5. Corporate Governance

A detailed Report on the Corporate Governance is separately annexed.

6. Directors Responsibility Statement

Pursuant to the requirement under section 217(2AA)of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) that in the preparation of annual accounts for the year ended March 31, 2010, the applicable accounting standards had been followed along with proper explanations relating to materia! departures.

ii) that the directors have 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 financial year and of the Profit of the company for the year under review.

iii) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) that the accounts for the financial year have been prepared on a "going concern" basis.

7. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings & Outgo

Pursuant to section 217(1 )(e) of the Companies Act, 1956 and companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 the information is furnished below:

i) Foreign Exchange Earnings : Nil

ii) Foreign Exchange Outgo Nil

8. Particulars of Employees

There is no employee falling within the purview of section 217(2A) of the Companies Act, 1956.

9. Listing of Shares with the Stock Exchanges

The Equity Shares of the Company are listed with the following stock exchanges:

The Madras Stock Exchange Limited (Regional Stock Exchange)

The Hyderabad Stock Exchange Limited

The Stock Exchange Limited, Mumbai

Your companys equity shares have been suspended from trading in Mumbai Stock Exchange. The Company is taking steps for Revocation of suspension.

10. Subsidiary

M/s Atlas Hotels & Resorts Ltd ceases to be a Subsidiary, as the entire investment in the Subsidiary has been sold by the Company.

11. Auditors

M/s P A Reddy & Co., Chartered Accountants and M/s CNGSN & Associates, Chartered Accountants, Joint Statutory Auditors of the company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

As regards the observations of the auditors vide para 3 of the report, the Board of Directors wish to express the following views:

a. The company has been incurring losses for over the years hence the company was not in a position to redeem the preference shares on the due dates and is looking at negotiating with the bankers. (Refer sl.no.4(d) of Auditors Report)

b. The unquoted investments in preference shares held by the company are long term in nature and hence the valuation is not done. (Refer si.no.4(e)(i) and4(f)(ii) of Auditors Report)

c. The company is negotiating with the lender for complete / partial waiver of interest. Hence, no provision has been made for interest payable to them to the tune of Rs.1.81 crores during the year. The same shall be accounted after the terms are finalized with the lender. (Refer sl.no.4(f)(i) of A uditors Report)

d. The effect of Audit qualifications has been summarized and quantified by the Auditors against the companys accounts (Refer sl.no.4(f)(iii) of Auditors Report).

12. Acknowledgement

The Directors wish to express their sincere thanks for valuable assistance extended by Government of Tamil Nadu, Indian Bank and other bankers to the Company.

By Order of the Board

For BALAJI HOTELS AND ENTERPRISES LIMITED

Place : Chennai M. SREENIVASULU REDDY

Dated: July 31, 2010 Chairman