TO THE MEMBERS
The Directors have pleasure in presenting the 114th Annual Report of
the Company together with its Audited Statement of Profit and Loss for
the year ended March 31, 2015 and the Balance Sheet as on that date:
Particulars 2014-15 2013-14 2014-15 2013-14
Rs. crores Rs. crores Rs. crores Rs. crores
Total Income 2,103.60 1,977.33 4,287.35 4,125.94
and Tax 437.89 437.28 587.29 619.32
Less: Depreciation 117.85 122.26 291.29 308.13
Less: Finance Costs 89.46 98.82 175.57 168.51
Profit before Tax &
Exceptional Item 230.58 216.20 120.43 142.68
Items 228.70 737.10 352.91 554,84
before Tax 1.88 (520.90) (232.48) (412.16)
for Tax 125.27 74.43 159.59 136.38
Add : MAT Credit 41.37 - 42.94 0.59
Add: Excess Provision
of Tax of earlier
years (Net) - 4.84 2.05 24.84
Loss after Tax (82.02) (590.49) (347.08) (523.11)
Minority Interest - - (30.98) (17.49)
Share of Profit/
(Loss) of Associates - - (0.04) (13.25)
Loss after Tax,
Minority Interest &
Share of Associates (82.02) (590.49) (378.10) (553.85)
Add: Balance brought
forward from the
previous year (389.48) 65.29 (1,294.54) (862.50)
Add: Transfer from
Reserve - 135.00 - 135.00
Less: Transfer to
General Reserve - - (1.65) (3.45)
Less: Transfer to
Reserve Fund - - (3.00) (2.50)
Add: Tax credit for
Tax - 0.72 - -
Amount available for
Appropriation (471,50) (389.48) (1,677.29) (1,287.30)
Tax on Dividend - - 3.53 7.24
Balance carried to
Balance Sheet (471,50) (389.48) (1,680.82) (1,294,54)
(471.50) (389.48) (1,677.29) (1,287.30)
STATE OF AFFAIRS OF THE COMPANY /BUSINESS OVERVIEW
GDP growth in India during the year is estimated at 7.4%. Inflation has
decreased significantly from as high as 11.2% in November, 2013 to 5.2%
in March, 2015. Inflation expectation in the future has softened to
single digit. The Indian Rupee was relatively stable against the US
Dollar and from 59/$ as at the beginning of the year, the exchange rate
hovered around 61/$ levels on the average and closed at 62/$ at the
year end. All the above factors have led the Indian Economy on a
recovery and growth path.
International tourist arrivals, worldwide, have grown to 1.14 billion
in 2014, 4.7% above 2013 and are likely to grow 3% to 4% in 2015.
Foreign Tourist Arrivals, in India, during 2014 was 7.46 million, which
translates to a 7.1% growth over the previous year. Foreign Exchange
Earnings (FEEs) have grown by 6.6% at US$ 19.65 billion for the year.
Taj Group launched one new Vivanta by Taj hotel during the latter part
of the year at Dwarka, New Delhi, besides three new Gateway hotels at
Raipur, Gondia and Gurgaon, respectively. The Group also entered into a
new management contract for a new Taj at Downtown, Dubai (296 rooms).
Also, the Taj Group exited two of its international properties at
Marrakech and Sydney, respectively. The Group currently has a portfolio
of 33 Ginger hotels with an inventory of 3,038 rooms (including 5
hotels under management contract and one transit guest house). The
inventory of the Taj Group of Hotels now stands at 131 hotels with
Your Company continues to pursue expansion both in the domestic and
international market, under various brands to achieve sustainable and
Total Income for the year ended March 31, 2015 at Rs. 2,103.60 crores was
higher than previous year by 6%. While Room Income was higher by 3%
than the previous year due to improved ARR, Food & Beverage income
increased by 5% over the previous year, aided by growth in restaurant
sales and banqueting income.
DEPRECIATION AND FINANCE COSTS
Depreciation for the year was lower at Rs. 117.85 crores as compared to Rs.
122.26 crores for the previous year.
Finance costs for the year ended March 31, 2015, net of currency swap
gains, at Rs. 89.46 crores were lower than the finance costs of the
preceding year by Rs. 9.36 crores due to retirement of debt during the
year out of the Rights Issue proceeds.
PROFIT BEFORE TAX & EXCEPTIONAL ITEM
Profit before Tax & Exceptional Item at Rs. 230.58 crores was higher than
the previous year by 7%.
Exceptional Items includes foreign exchange loss of Rs. 24.75 crores
pertaining to amortization of the exchange loss on the year end
revaluation of the US$ 95 million External Commercial Borrowing (ECB)
that is due to be retired commencing January 22, 2016.
Performance of long-term investments are being monitored by the Company
on a continuous basis and based on review undertaken on any adjustments
necessary to the carrying value of these investments, the Company,
during the quarter ended March 31, 2015 has recognised a diminution,
other than temporary of Rs. 213.49 crores. Diminution, other than
temporary of Rs. 150 crores has been recognised in the Company''s
investment in Taj International Hotels (H.K.) Ltd (a wholly owned
subsidiary) which in turn holds investments in the Company''s various
international entities, one of which holds its investment in Belmond
Ltd (previously Orient-Express Hotels Limited), Rs. 57.09 crores in the
investment held in IHMS Hotels (SA) Proprietary Ltd (a jointly
controlled entity) and T 6.40 crores in the investment held in Taj
Safaris Limited (a jointly controlled entity). <
During the year, the Company has divested its investments in the
following non-operating subsidiaries to an associate:
- Ideal Ice and Cold Storage Co. Ltd.
- Residency Food and Beverages Ltd.
- Taj Rhein Shoes Co. Ltd.
The objective of the foregoing was to simplify the Company''s operating
structure. Consequent to the above, a loss on sale of investments, to
the tune of f 2.02 crores, has been booked.
The Company has written back provision of Rs. 11.56 crores earlier
carried towards an obligation of an associate company, that is now no
Total borrowings (excluding Compulsorily Convertible Debentures) stood
at Rs. 2,209.08 crores at March 31, 2015 against Rs. 2,690.60 crores on
March 31, 2014 for the Standalone entity; a decrease of Rs. 481.52 crores
due to repayment of debt out of Rights Issue proceeds.
Profit before Tax for the year was at Rs. 1.88 crores, as compared to the
previous year''s Loss of T (520.90) crores. The Loss after Tax for the
year was at Rs. (82.02) crores, as compared to previous year''s Loss of Rs.
CONSOLIDATED FINANCIAL RESULTS
Consolidated turnover of the Company for the year ended March 31, 2015,
aggregated to Rs. 4,287.35 crores against Rs. 4,125.94 crores for the
previous year. Consolidated turnover increased by 4% due to improved
turnover of the Parent Company and new hotels made operational during
Profit before Tax and Exceptional Items of Rs. 120.43 crores declined
over the corresponding profit for the preceding year by 16%. However,
Loss after Tax aggregated to Rs. (378.10) crores for the year against
Loss after Tax of Rs. (553.85) crores for the previous year.
Consolidated financial results were impacted due to Exceptional Items
recognised, aggregating to Rs. 352.91 crores, which includes the
settlement of a financial exposure of Taj International Hotels (H.K)
Limited, a Wholly Owned Subsidiary (WOS) of Rs. 25.85 crores, diminution
in value of long term investments of Rs. 306.51 crores which comprises
mainly diminution in investment held by Samsara Properties Limited (a
WOS) , impairment of goodwill by IHMS Hotels (SA)(Pty) Ltd (a jointly
controlled entity) of Rs. 16.00 crores, exchange loss on long term
borrowings / assets of Rs. 51.07 crores, profit on sale of the Blue
Hotel, Sydney of Rs. 27.97 crores and profit on sale of investments
arising out of divestment of certain domestic subsidiaries of Rs. 18.55
During the year, the Company continued to face a challenging
environment, not just in the domestic market, but also across key
international markets wherein the Company owns / operates hotels.
The Company''s hotels in the US have reported relatively flat turnover
and EBITDA compared to the previous year. The renovations undertaken at
Sri Lanka and Maldives in recent years have been well received by the
guests, as is evident from the improved performances.
During the year under review, the Company incurred Rs. 137.65 crores
towards capital expenditure, most part of which was incurred on the
Company''s projects covering Vivanta by Taj hotels at Dwarka, Guwahati
and new IT initiatives.
On account of the Loss After Tax reported by the Company during the
current year, resultant of the recognition of the other than temporary,
diminution in the value of some of the investments, the Board of
Directors did not recommend any dividend for the year 2014-15 (previous
The outstanding amount of Fixed Deposits placed with your Company was
Nil (Previous year Nil) excluding;Rs. 1.04 crores (Previous year Rs. 1.75
crores), which remained unclaimed by depositors as on March 31, 2015.
Your Company has stopped accepting and/or renewing Fixed Deposits from
the general public and shareholders.
LOANS, GUARANTEES OR INVESTMENTS
The Company is exempt from the provisions of Section 186 of the
Companies Act, 2013 (Act) with regard to Loans & Guarantees. Details of
Investments made are given in the notes to the Financial Statements.
CORPORATE SOCIAL RESPONSIBILITY
A brief outline of the Corporate Social Responsibility (CSR) Policy of
the Company and the initiatives undertaken by the Company on CSR
activities during the year are set out in Annexure I of this report in
the format prescribed in the Companies (Corporate Social Responsibility
Policy) Rules, 2014. The policy is available on the website of the
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is well defined in the organisation. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board.
The Internal Audit Department monitors and evaluates the efficacy and
adequacy of internal control systems in the Company, its compliance
with operating systems, accounting procedures and policies at all
locations of the Company. Based on the report of Internal Audit
function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit
observations and corrective actions suggested are presented to the
Audit Committee of the Board.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted a Whistle Blower Policy to provide a mechanism
for the Directors and employees to report genuine concerns about any
unethical behaviour, actual or suspected fraud or violation of the
Company''s Code of Conduct. The provisions of this policy are in line
with the provisions of Section 177 (9) of the Act and the revised
Clause 49 of the Listing Agreement. The Whistle Blower Policy can be
accessed on the Company''s website at the link: http://www.tajhotels.
com/tajcorporate/pdf/whistle blower policy and vigil mechanism.pdf.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as Annexure II.
Details pertaining to the composition of Audit Committee are included
in the Corporate Governance Report, which forms part of the Annual
RELATED PARTY TRANSACTIONS
All Related Party Transactions (RPTs) that were entered into during the
financial year were on an arm''s length basis and in the ordinary course
of business. For one RPT, where the Company divested its entire stake,
along with that of its other subsidiaries in Ideal Ice and Cold Storage
Co Ltd, Residency Food and Beverages Ltd and Taj Rhein Shoes Co Ltd in
favour of Taida Trading and Industries Limited, a Related Party at a
price determined through a third party valuation, it being not in the
ordinary course of business, the requisite approval of the Audit
Committee and the Board was obtained.
There were no materially significant RPTs entered into by the Company
during the year. The Company has formulated a policy on dealing with
RPTs which can be accessed on the Company''s website under the
link:http://www.tajhotels.com/ tajcorporate/pdf/policv on related party
Although not mandatory, the Company has constituted a Risk Management
Committee as a measure of good governance. The details of the
Committee and its terms of reference are set out in the Corporate
The Company has adopted a Risk Management Policy, pursuant to the
provisions of Section 134 of the Act, which has a robust Risk
Management framework to identify and evaluate business risks and
opportunities. This framework seeks to create transparency, minimize
adverse impact on business objective and enhance the Company''s
competitive advantage. The risk framework defines the risk management
approach across the enterprise at various levels including
documentation and reporting. ''
The framework enables risks to be appropriately rated and graded in
accordance with their potential impact and likelihood. The two key
components of risks are the probability (likelihood) of occurrence and
the impact (consequence) of occurrence, if the risk occurs. Risk is
analyzed by combining estimates of probability and impact in the
context of existing control measures.
Existing control measures are evaluated against Critical Success
Factors and Key Performance Indicators identified for those specific
controls. Guiding principles to determine the risk consequence
(impact), probability of occurrence (likelihood factor) and mitigation
plan effectiveness have been set out in Risk Register.
Your Company is faced with risks of different types all of which need
different approaches for mitigation. Details of various risks faced by
your Company are provided in the Management Discussion & Analysis.
SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Consolidated Financial Statements of the Company and its
Subsidiaries, Joint Ventures and Associates, prepared in accordance
with the relevant Accounting Standards of the Institute of Chartered
Accountants of India, duly audited by the Statutory Auditors, form a
part of the Annual Report and are reflected in the Consolidated
The Company has 23 subsidiaries, 8 Joint Ventures and 6 associates as
on March 31, 2015. Pursuant to the provisions of Section 129(3) of the
Act, a statement containing salient features of the financial
statements of the Company''s subsidiaries in Form AOC-1 is attached to
the financial statements of the Company.
Pursuant to the provisions of Section 136 of the Act, the financial
statement of the Company, consolidated financial statements along with
relevant documents and separate audited accounts in respect of
subsidiaries are available on the website of the Company.
During the year under review, the Company divested its investments,
along with that of its subsidiaries in some of its existing
subsidiaries viz. Ideal Ice and Cold Storage Co Ltd, Residency Food and
Beverages Ltd, Taj Rhein Shoes Co Ltd and Tifco Security Services Ltd
in favour of Taida Trading and Industries Limited. Accordingly, they
ceased to be subsidiaries of the Company with effect from March 30,
During the year under review, Samsara Properties Limited, an offshore
wholly owned subsidiary of the Company, divested its entire
shareholding in IHMS (Australia) Pty Limited which owned The Blue
Hotel, in Sydney. Accordingly, IHMS (Australia) Pty Limited ceased to
be a subsidiary of the Company with effect from October 31, 2014.
Apex Hotels Management Services Australia (Pte) Limited, a Company
incorporated under the laws of Australia was created as a subsidiary of
the Company with effect from October 2, 2014.
The policy for determining material subsidiaries can be accessed on the
Company''s website under the link http://www.
The Company, vide its Letter of Offer dated July 16, 2014, had offered
up to 18,18,18,181 Compulsorily Convertible Debentures (CCDs) of face
value of Rs. 1 each, at a price of Rs. 55 per CCD, for an amount
aggregating up to Rs. 1000 crores, on Rights basis, in the ratio of 9
CCDs for every 40 equity shares held by the equity shareholders. The
issue had opened on August 4, 2014 and closed on August 20, 2014.
Consequently, on September 1, 2014, the Company allotted 18,18,01,228
CCDs of Rs. 55 each aggregating to Rs. 999.91 crores. Each CCD is
convertible into 1 equity share of Rs.1 each at a premium of Rs. 54 per
share after 18 months from the date of allotment of the CCD i.e. on
March 1, 2016.
During the year, the Company had redeemed the following Debentures:
- 1,500- 2% Unsecured Non-Convertible Debentures of the face value Rs.
10,00,000 (Rupees Ten lakhs only) each, allotted on December 9, 2009
aggregating Rs. 150 crores and repayable at the end of the 5th year,
along with redemption premium of 4.37 lakhs per debenture.
- Out of the 3000, 2% Secured Non-Convertible Debentures of the face
value of Rs. 10,00,000 (Rupees Ten lakhs only) issued on a private
placement basis aggregating to Rs. 300 crores (Rupees Three Hundred
Crores), first instalment for 20% of the face value was redeemed on
March 23, 2015 for an aggregate value of Rs. 60 crores (Rupees Sixty
Crores), along with redemption premium of Rs. 6.13 lakhs per debenture.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In terms of Section 149 of the Act, the Members at their meeting held
on August 27, 2014, had appointed Mr. K. B. Dadiseth, Mr. Deepak
Parekh, Mr. Nadir Godrej and Ms. Ireena Vittal as Independent Directors
of the Company for a period of five years or upto their date of
retirement, whichever was earlier.
Ms. Vibha Paul Rishi and Mr. Gautam Banerjee were appointed as
Additional Directors of the Company effective September 10, 2014 and
they hold office upto the date of the forthcoming Annual General
Meeting and are further proposed to be appointed as Independent
Directors of the Company for a period of five years commencing from
September 10, 2014 .
The Company has received declarations from all the Independent
Directors confirming that they meet the criteria of independence as
prescribed both under the Act and Clause 49 of the Listing Agreement
with the Stock Exchanges.
Mr. Rakesh Sarna was appointed as Managing Director and Chief Executive
Officer of the Company for a period of 5 years with effect from
September 1, 2014, vide Members approval dated March 13, 2015. Mr.
Sarna is a hospitality industry veteran, having spent over three
decades with Hyatt Hotels Corporation. He was previously Group
President of Americas and Executive Vice-President at Hyatt Hotels
In accordance with the Act and the Articles of Association of the
Company, Mr. Shapoor Mistry retires by rotation, and is eligible for
Your approval for their appointments / re-appointment as Directors has
been sought in the Notice convening the Annual General Meeting of the
In terms of Section 203 of the Act the following were designated as KMP
of your Company by the Board:
- Mr. Rakesh Sarna, Managing Director and Chief Executive Officer
- Mr. Anil P. Goel, Executive Director and Chief Financial Officer
- Mr. Mehernosh S. Kapadia, Executive Director - Corporate Affairs
- Mr. Beejal Desai, Vice President - Legal & Company Secretary
Retirement / Resignations
Mr. Raymond N. Bickson stepped down as the Company''s Managing Director
with effect from August 31, 2014 to pursue his professional interests
elsewhere. During Mr. Bickson''s tenure, Taj expanded its footprint
across India and around the world and grew from a portfolio of 62
hotels into a multi brand chain of 127 hotels, worldwide. Mr Bickson
steered the brand architecture within the Company, as per which the
Company moved away from umbrella branding to managing its portfolio
under Taj Groups four brands i.e. Taj Hotels Resorts and Palaces,
Vivanta by Taj, Gateway Hotels and Ginger Hotels.
Mr. Abhijit Mukerji stepped down as the Company''s Executive Director -
Hotel Operations with effect from April 13, 2015. Mr. Mukerji served
the Company for more than thirty years and held many positions of
increasing responsibility. His keen focus on attention to detail and
process discipline improved the quality of our hotel operations to meet
world class standards.
In accordance with the Tata Group guidelines on retirement age, Mr.
Jagdish Capoor retired as a Director of the Company, effective July 1,
2014. Mr. Guy Crawford resigned as a Director of the Company effective
September 8, 2014.
The Board places on record its appreciation of the services rendered
and the enormous contribution made by Mr. Raymond N. Bickson, Mr.
Abhijit Mukerji, Mr. Jagdish Capoor and Mr. Guy Crawford, to the
Company during their respective tenures.
During the year under review, 5 Board Meetings were held and the
intervening gap between the meetings did not exceed the period
prescribed under the Act, the details of which are given in the
Corporate Governance Report.
The Company has adopted the Governance guidelines which, inter alia,
cover aspects related to composition and role of the Board, Chairman
and Directors, Board diversity, definition of independence. Director''s
term, retirement age and Committees of the Board. It also covers
aspects relating to nomination, appointment, induction and development
of Directors, Director remuneration, subsidiary oversight. Code of
Conduct, Board Effectiveness Review and mandates of Board Committees.
A. Board Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance. Board Committees and individual Directors pursuant to the
provisions of the Act and the corporate governance requirement as
prescribed by Securities Exchange Board of India (SEBI) under Clause 49
of the Listing Agreement.
The performance of the Board was evaluated by the Board after seeking
inputs from the Directors on the basis of the criteria such as the
Board Composition and structures, effectiveness of board processes,
information and functioning, etc. .
The performance of the committees was evaluated by the Board after
seeking inputs from the committee members on the basis of the criteria
such as the composition of committees, effectiveness of committee
The Board and the Nomination and Remuneration Committee (NRC) reviewed
the performance of the individual Directors on the basis of the
criteria such as the contribution of the individual Director to the
Board and Committee meetings like preparedness on the issues to be
discussed, meaningful and constructive contribution and inputs in
meetings, etc. In addition, the Chairman was also evaluated on the key
aspect of his role.
In a separate meeting of Independent Directors, performance of
Non-Independent Directors, performance of the board as a whole and
performance of the Chairman was evaluated, taking into account the
views of the Executive Directors and Non-Executive Directors. The same
was discussed in the Board meeting that followed the meeting of the
Independent Directors, at which the performance of the Board, its
committees and individual Directors was also discussed.
B. Appointment of Directors and Criteria for determining
qualifications, positive attributes, independence of a Director
The NRC is responsible for developing competency requirements for the
Board based on the industry and strategy of the Company. The NRC
reviews and meets potential candidates, prior to recommending their
nomination to the Board. At the time of appointment, specific
requirements for the position, including expert knowledge expected, is
communicated to the appointee
The NRC has formulated the criteria for determining qualifications,
positive attributes and independence of Directors in terms of
provisions of Section 178 (3) of the Act and Clause 49 of the Listing
Agreement as stated under:
Independence: A Director will be considered as an ''Independent
Director'' if he/ she meets with the criteria for ''Independence'' as laid
down in the Act, Clause 49 of the Listing Agreement and the Tata
Competency: A transparent Board nomination process is in place that
encourages diversity of thought, experience, knowledge, perspective,
age and gender. It is ensured that the Board has a mix of members with
different educational qualifications, knowledge and with adequate
experience in banking and finance, accounting and taxation, economics,
legal and regulatory matters, consumer industry, hospitality sector and
other disciplines related to the Company''s businesses.
Additional Positive Attributes:
- The Directors should not have any other pecuniary relationship with
the Company, its subsidiaries, associates or joint ventures and the
Company''s promoters, except as provided under law.
- The Directors should maintain an arm''s length relationship between
themselves and the employees of the Company, as also with the Directors
and employees of its subsidiaries, associates, joint ventures,
promoters and stakeholders for whom the relationship with these
entities is material.
- The Directors should not be the subject of proved allegations of
illegal or unethical behaviour, in their private or professional lives.
- The Directors should have the ability to devote sufficient time to
the affairs of the Company. <
C. Remuneration Policy
The Company had adopted a Remuneration Policy for the Directors, KMP
and other employees, pursuant to the provisions of the Act and Clause
49 of the Listing Agreement.
The key principles governing the Company''s Remuneration Policy are as
Remuneration for Independent Directors and Non-Independent
- Independent Directors (ID) and Non-Independent Non-Executive
Directors (NINED) may be paid sitting fees for attending the meetings
of the Board and of Committees of which they may be members, and
receive commission within regulatory limits, as recommended by the NRC
and approved by the Board.
- Overall remuneration should be reasonable and sufficient to
attract, retain and motivate Directors aligned to the requirements of
the Company, taking into consideration the challenges faced by the
Company and its future growth imperatives.
- Remuneration paid should be reflective of the size of the Company,
complexity of the sector/ industry/Company''s operations and the
Company''s capacity to pay the remuneration and be consistent with
recognized best practices.
- The aggregate commission payable to all the NEDs and IDs will be
recommended by the NRC to the Board based on Company performance,
profits, return to investors, shareholder value creation and any other
significant qualitative parameters as may be decided by the Board. The
NRC will recommend to the Board the quantum of commission for each
Director based upon the outcome of the evaluation process which is
driven by various factors including attendance and time spent in the
Board and Committee Meetings, individual contributions at the meetings
and contributions made by Directors other than in meetings.
- The remuneration payable to Directors shall be inclusive of any
remuneration payable for services rendered in any other capacity,
unless the services rendered are of a professional nature and the NRC
is of the opinion that the Director possesses requisite qualification
for the practice of the profession.
Remuneration for Managing Director (MD)/ Executive Directors (ED)/ Key
Managerial Personnel (KMP)/ rest of the Employees
- The extent of overall remuneration should be sufficient to attract
and retain talented and qualified individuals suitable for every role.
Hence remuneration should be market competitive, driven by the role
played by the individual, reflective of the size of the Company,
complexity of the sector/ industry/ Company''s operations and the
Company''s capacity to pay, consistent with recognized best practices
and aligned to any regulatory requirements.
- Basic/ fixed salary is provided to all employees to ensure that
there is a steady income in line with their skills and experience. In
addition, the Company provides employees with certain perquisites,
allowances and benefits to enable a certain level of lifestyle and to
offer scope for savings. The Company also provides all employees with a
social security net subject to limits, by covering medical expenses and
hospitalization through re-imbursements or insurance cover and
accidental death etc. The Company provides retirement benefits as
- In addition to the basic / fixed salary, benefits, perquisites and
allowances as provided above, the Company provides MD/ EDs such
remuneration by way of commission, calculated with reference to the net
profits of the Company in a particular financial year, as may be
determined by the Board, subject to the overall ceilings stipulated in
Section 197 of the Act. The specific amount payable to the MD/ EDs
would be based on performance as evaluated by the NRC and approved by
- The Company provides the management employees a performance linked
bonus. The performance linked bonus would be driven by the outcome of
the performance appraisal process and the performance of the Company.
It is affirmed that the remuneration paid to Directors, KMP and all
other employees is as per the Remuneration Policy of the Company.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
During the year under review, no significant material orders were
passed by the regulators or courts or tribunals impacting the going
concern status and the Company''s operations.
At the Annual General Meeting, the Members will be requested to ratify
the re-appointment of Deloitte Haskins & Sells LLP, (DHS LLP) Chartered
Accountants (Firm No. 117366W/W-100018), and PKF Sridhar & Santhanam
LLP, (PKF LLP) Chartered Accountants (Firm No. 003990S/ S200018) as the
Joint Auditors for the current year and authorise the Board of
Directors to fix their remuneration.
The Company had received an intimation from PKF LLP stating that PKF
Sridhar & Santhanam had been converted into a Limited Liability
Partnership (LLP) under the provisions of the Limited Liability
Partnership Act, 2008 with effect from April 21, 2015. The Board of
Directors of the Company have taken due note of this change.
The report of the Statutory Auditors along with the notes to Schedules
is enclosed to this report and does not contain any qualification,
reservation or adverse remark or disclaimer.
Pursuant to the provisions of the Section 204 of the Act and The
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014, the Company has appointed M/s P.K.Pandya and Associates to
undertake the Secretarial Audit of the Company for the financial year
2014-15. The Secretarial Audit Report is annexed herewith as Annexure
III. The report does not contain any qualifications, reservation or
CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
The details of conservation of energy are given in the Management
Discussion and Analysis Report.
FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(3)(M) of the Act, read with Rule 8 of the
Companies (Accounts) Rules, 2014, the information relating to foreign
exchange earnings and outgo is given in note 40 and 41, page 122 of the
Notes to the financial statements.
PARTICULARS OF EMPLOYEES / HUMAN RESOURCES
The disclosure required to be furnished pursuant to Section 197 (12)
read with Rule 5 (1) of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is appended as Annexure IV to this
The particulars of employees required to be furnished pursuant to
Section 197 (12) read with Rule 5 (2) of The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 forms part of this
Annual Report. However, as per the provisions of Section 136 (1) of the
Act, the reports and accounts are being sent to all the Members of the
Company excluding the statement of particulars of employees. Any Member
interested in obtaining a copy may write to the Company Secretary at
the Registered Office of the Company. The full Annual Report including
the aforesaid information is available on the Company''s website.
Disclosures as per the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013
The Company has zero tolerance for sexual harassment at its workplace
and has adopted a Policy on prevention, prohibition and redressal of
sexual harassment at the workplace in line with the provisions of the
Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the Rules thereunder for prevention and
redressal of complaints of sexual harassment at workplace.
During the year under review the Company has received 17 complaints on
sexual harassment and all the complaints have been disposed of and
appropriate action taken and no cases remain pending.
DIRECTORS'' RESPONSIBILITY STATEMENT
Based on the existing system of internal financial controls and
compliance systems established and maintained by the Company, work
performed by the internal and secretarial auditors and representation
made by the Management to the relevant Board Committees, including the
Audit Committee, the Board is of the opinion that the Company''s
internal financial controls were adequate and effective during the
financial year 2014-15.
Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the
Board of Directors, to the best of its knowledge and ability, confirms
(i) In the preparation of the accounts for the year ended March 31,
2015, the applicable accounting standards have been followed and that
there are no material departures;
(ii) That the Directors have selected such accounting policies and
applied them consistently and made judgments and estimates that were
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
loss of the Company for that period;
(iii) That the Directors have taken proper and sufficient care to the
best of their knowledge and ability 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;
(iv) That they have prepared the accounts for the year ended March 31,
2015 on a ''going concern'' basis;
(v) The Directors have laid down internal financial controls for the
Company which are adequate and are operating effectively;
(vi) The Directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and such systems are
adequate and are operating effectively.
As required by Clause 49 of the Listing Agreement with the Stock
Exchanges, the report on Management Discussion and Analysis, Corporate
Governance as well as the Practising Company Secretary''s Certificate
regarding compliance of conditions of Corporate Governance, form part
of the Annual Report.
The Directors express their deep sense of appreciation for the
contribution made by the employees to the significant improvement in
the operations of the Company.
The Directors also thank all their global stakeholders including
Members, customers, lenders, vendors, business partners, the Government
of India for their continued co-operation and support.
On behalf of the Board of Directors
Cyrus P. Mistry
Mumbai, May 29, 2015
Mumbai 400 001.
Tel.: 022 66395515 Fax: 022 22027442