DIRECTORS REPORT To The Members Polo Hotels Limited. Your Directors have pleasure in submitting their 31st Annual Report together with audited accounts for the year ended on 31st March, 2015. Operations:- Pursuant to resolution passed under scheme of Amalgamation of M/s Polo Hotels Limited and M/s A.R.D Realty Private Limited and as per order passed by the Hon'ble High Court for the states of Punjab and Haryana at Chandigarh dated 18th November, 2011, the Company issued and allotted 5,043,882 Compulsorily convertible Preference shares (CCPS) of Rs.10/- (Rupees Ten each) at a premium of Rs. 49.07/- per share in the share capital of the Company to allottess in the Board meeting held on 24th January, 2012 and for which In principle approval under Clause 24(f) was received from Bombay Stock Exchange Limited (BSE). Furthermore, by passing Resolution at the Board meeting of Board of Directors of the Company, consent of the Board was accorded for conversion of 5,043,882 Compulsorily convertible Preference shares (CCPS) of Rs.10/- in Equity Shares, and subsequently 5,043,882 Equity shares of Rs. 10/- each at par forming part of Equity share capital of the Company were furher issued to Following allottees TRANSFER TO RESERVES The Company proposes to transfer Rs. 1.04 Lakhs to the general reserve out of the amount available for appropriation. OPERATIONS The Hotel North Park owned by the Company was leased out from 26th September, 2001 to M/s Hot Millions Food (P) Ltd. Chandigarh has been taken back and is running by the Company from 1st March 2015 FIXED DEPOSITS We have not accepted any fixed deposits and, as such, no amount of principal or interest was outstanding as of the Balance Sheet date. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES The Company has not entered into Contracts or Arrangements with Related Parties and thus Particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are not appended to this Report of Directors . MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF THE FINANCIAL YEAR AND DATE OF REPORT Apart from above stated changes in the Share Capital of the Company, there have been no other material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report. MANAGEMENT'S DISCUSSION AND ANALYSIS In terms of the provisions of Clause 49 of the Listing Agreement, the Management's discussion and analysis is set out in this Annual Report. PARTICULARS OF EMPLOYEES During the year under consideration and during this Financial Year, there are no employees in receipt of remuneration of Rs. 60 lakh or more, or employed for part of the year and in receipt of Rs. 5 lakh or more a month, as stated under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, and thus no separate Statement is being annexed to the Board's report. CORPORATE GOVERNANCE Corporate governance is an ethically driven business process that is committed to values aimed at enhancing an organization's brand and reputation. This is ensured by taking ethical business decisions and conducting business with a firm commitment to values, while meeting stakeholders' expectations. At Polo Hotels Limited, it is imperative that our company affairs are managed in a fair and transparent manner. This is vital to gain and retain the trust of our stakeholders. During the Year under consideration, we continue to benchmark our corporate governance policies with its best. We also comply with the Securities and Exchange Board of India (SEBI)'s guidelines on corporate governance. We have documented our internal policies on corporate governance. Several aspects of the Regulations, such as the Whistleblower Policy and Code of Conduct and Ethics, have been incorporated into our policies. Our Corporate governance report for fiscal 2015 forms part of this Annual Report. BOARD DIVERSITY The Company recognizes and embraces the importance of a diverse board in its success. We believe that a truly diverse board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help us retain our competitive advantage. NUMBER OF MEETINGS OF THE BOARD The Board met 9 (nine) times during the financial year, the details of which are given in the Corporate governance report that forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31, 2015, the Board consists of 7 members, 4 (Four) of whom are Independent directors, and 3 (Three) are non-independent directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub-section (3) of Section 178 of the Companies Act, 2013, adopted by the Board. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company. DECLARATION BY INDEPENDENT DIRECTORS The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. BOARD EVALUATION Clause 49 of the Listing Agreement mandates that the Board shall monitor and review the Board evaluation framework. The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate governance report section in this Annual Report. The Board approved the evaluation results as collated by the nomination and remuneration committee. TRAINING OF INDEPENDENT DIRECTORS Every new independent director of the Board attends an orientation program. To familiarize the new inductees with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, software delivery, organization structure, finance, human resources, technology, quality, facilities and risk management. RE-APPOINTMENTS As per the provisions of the Companies Act 2013, Mr. Manbeer Choudhary (DIN 00577838), retires at the ensuing Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his re-appointment. Mr. Manbeer Choudhary (DIN 00577838), was Appointed as Additional Director of the company in accordance with the provisions of the section 260 of the Companies Act, 1956. He would hold office upto the date of this annual general meeting of the company The Board recommends the re-appointment of Mr. Manbeer Choudhary (DIN 00577838). Mr. Gurmukh Singh (DIN 00205714), Director of the company is retiring at the forthcoming Annual General Meeting and being eligible has offered himself for re-appointment. Mr. Gurmukh Singh (DIN 00205714), was Appointed as Additional Director of the company in accordance with the provisions of the section 260 of the Companies Act, 1956. He would hold office upto the date of this annual general meeting of the company The Board recommends the re-appointment of Mr. Gurmukh Singh (DIN 00205714). RETIREMENTS AND RESIGNATIONS Mr. Kaushik Namji Maru resigned as director with effect from 20.11.2014, The Board places on record its appreciation for the services rendered by Mr. Kaushik Namji Maru during his tenure with the Company. COMMITTEES OF THE BOARD Currently, the Board has 3 (Three) committees namely the audit committee, nomination and remuneration committee, and stakeholders relationship committee. All committees, except the corporate social responsibility committee, consist entirely of independent directors. DIRECTORS' RESPONSIBILITY STATEMENT AS REQUIRED UNDER SECTION 134(3) (C) OF THE COMPANIES ACT, 2013 The financial statements are prepared in accordance with the Generally Accepted Accounting Principles (GAAP) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values. GAAP comprises mandatory accounting standards as prescribed under Section 133 of the Companies Act, 2013 ('the Act'), read with Rule 7 of the Companies (Accounts) Rules, 2014, the provisions of the Act (to the extent notified) and guidelines issued by the Securities and Exchange Board of India (SEBI). There are no material departures from prescribed accounting standards in the adoption of these standards. The directors confirm that : In preparation of the annual accounts for the financial year ended March 31, 2015, the applicable accounting standards have been followed. The directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period. The directors have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. The directors have prepared the annual accounts on a going concern basis. The directors have laid down internal financial controls, which are adequate and are operating effectively. * The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively. AUDITORS' CERTIFICATE ON CORPORATE GOVERNANCE As required by Clause 49 of the Listing Agreement, the auditors' certificate on corporate governance is enclosed to the Board's report. STATUTORY AUDITORS M/s Ashwani K. Gupta & Associates, Chartered Accountant are the present auditors of the company. In terms of the provisions of Section 224 of the Companies Act, 1956, they would retire at the forthcoming 31st Annual General Meeting of the company, Being eligible, they have offered themselves for re-appointment. The Board recommends their re-appointment as auditors of the company for the financial year 2015-16. SECRETARIAL AUDITOR Sneha Kanitkar of Kanitkars & Associates, Practicing Company Secretaries, was appointed to conduct the secretarial audit of the Company for the financial year 2014-15, as required under Section 204 of the Companies Act, 2013 and Rules thereunder. The secretarial audit report for FY 2014-15 forms part of the Annual Report as to the Board's report. Sneha Kanitkar of Kanitkars & Associates, Practicing Company Secretaries, as secretarial auditor of the Company for the financial year 2015-16. SIGNIFICANT AND MATERIAL ORDERS There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future. EXTRACT OF ANNUAL RETURN In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended to the Board's report. INTERNAL FINANCIAL CONTROL The Board has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. ENERGY, CONSERVATION AND TECHNOLOGY ABSORPTION Not applicable, because the company is not a manufacturing company. FOREIGN EXCHANGE EARNINGS AND OUTGO Nil, because your company has neither earned any foreign exchange nor it has incurred any expenditure in foreign exchange during the year under report. ACKNOWLEDGMENTS We thank our customers, vendors, investors and bankers for their continued support during the year. We place on record our appreciation of the contribution made by our employees at all levels. Our consistent growth was made possible by their hard work, solidarity, cooperation and support. We also thank all associated agencies for their support, and look forward to their continued support in the future. By Order of the Board of Directors For Polo Hotels Limited Amardeep S. Dahiya Managing Directo DIN 00468413 Registered Office: Hotel North Park Village Chowki, Near Ghaggar Bridge Sector-32, Panchkula - 134109. Date:- August 14, 2015 Place:- Panchkula. |