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Oriental Hotels Ltd.

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  • Vol: 22225
  • BSE Code: 500314
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NSE

  • 35.50 0.00 (0%)
  • Vol: 346079
  • NSE Code: ORIENTHOT
  • PREV. CLOSE
    35.50
  • OPEN PRICE
    36.65
  • BID PRICE (QTY.)
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    0.00(0)

Oriental Hotels Ltd. Accounting Policy

REPORT ON CORPORATE GOVERNANCE

Philosophy on Corporate Governance

Corporate Governance has been in existence in your Company since its inception, before it was mandated. The principles of Corporate Governance are embedded as a fundamental principle of businesses. The Corporate Governance framework of the Company is to manage the affairs in a fair and transparent manner, which has assisted in evolving guidelines and best practices over the years to ensure adequate disclosure of information.

The Company has complied with the requirements of Corporate Governance as mandated by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Clause 49 of the erstwhile Listing Agreement executed with the Stock Exchanges) ('Listing Regulations') as detailed below for the year ended March 31, 2016:

The Board of Directors:

1. The Board of Directors comprises Executive, Non-Executive as well as Independent Directors. The Board as on March 31, 2016 comprises of 11 directors out which five (5) are independent directors and six (6) are promoter directors. The Directors possess experience in fields as varied as banking, finance, real estate, marketing and hoteliering to social service. The Company under the Board of Directors along with the Committees, provides leadership, guidance to the Management, directs and supervises the performance of the Company thereby enhancing stakeholders value. The Board has fiduciary relationship in ensuring that the rights of all stakeholders are protected. The Company with the help of expertise and knowledge of the Directors have optimized its value in the business. The details of Directors seeking re-appointment are furnished in the Notice of the Annual General Meeting.

2. "Independent Directors" of the Company have been appointed as per the provision of the Companies Act, 2013 and the Governance Guidelines for Board effectiveness as adopted by the Company. Directors who apart from receiving Director's remuneration, do not have any material pecuniary relationships or transactions with the Company, its Promoters, its Directors, its Senior Management or its holding company, its subsidiaries and associates, which may affect the independence of the Director. Formal appointment letters have been issued to the Independent Directors. The terms and conditions of their appointment being disclosed in the website of the Company.

3. The Directors made necessary disclosures with regard to committee positions across all the Companies in which he/she is a Director as per the Regulation 26 of the Listing Regulations.

4. None of the Directors of the Board serve as members of more than 10 committees nor Chairman of more than 5 Committees, as per the requirements of the Listing Regulations. "Committees" for this purpose include the Audit Committee and the Stakeholder's Relationship Committee and the details of the same forms part of this report.

5. Pursuant to Regulation 25(1) of the Listing Regulations all the Directors are in compliance with the limit prescribed to hold Independent Directorship in the listed companies.

7. Independent Directors of the Company separately met twice on May 15, 2015 and May 12, 2016 as required under Schedule IV to the Companies Act, 2013 (Code for Independent Directors) and Regulation 25(3) of the Listing Regulations. None of the Non Independent Directors and members of the Management were present at the meeting.

8. Independent Directors at their meeting reviewed/assessed the following

a) Reviewed the performance of Non Independent Directors and the Board as a whole;

b) Reviewed the performance of the Chairman of the Company, taking into consideration of the views of Managing Director and Non-Executive Directors; and

c) 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 its duties.

9. All Independent Directors were present at the meeting of Independent Directors and Dr.G.Sundaram, Independent Director, Chaired the meeting.

10. The Independent Directors are already familiar with the nature of the Industry, and business model of the Company, considering their expertise contribution no familiarization program was organised during the year.

11. All the relevant information, as recommended by the Securities and Exchange Board of India (SEBI) / Stock Exchanges, is being furnished to the Board from time to time.

12. The details of remuneration sitting fees paid to the directors are being furnished in this report

13. The Company has adopted a Code of Conduct for its Non-Executive Directors and all Non-Executive Directors have affirmed compliance with the said Code for the financial year ended March 31, 2016. The said code of conduct is also displayed on the Company's website.

14. All Board Members and senior management personnel, pursuant to Regulation 26(3) of the Listing Regulation have affirmed compliance with the applicable code of conduct. The Annual Report of the Company contains a Certificate duly signed by the Managing Director in this regard.

15. Other than the transactions entered into in the normal course of business, no materially significant related party transactions entered by the Company during the year, which could have potential conflict of interest between the Company and its Promoters, Directors, Management and/or relatives. The Company has adopted Policy for Related Party transactions, which is made available at the website of the Company.

16. Due to changes in directorship during the financial year that the Company was required to appoint an Independent Director to comply with Regulation 17 of the Listing Regulations. Mr. Vijay Sankar (DIN.00007875) was appointed an Independent Director with effect from May 12, 2016.

1. Audit Committee:

The Company's Audit Committee comprises of Independent Directors and Non Independent Directors. Each Member of the Committee has relevant experience in the field of finance and accounting.

Powers of Audit Committee:

The powers of audit committee shall include the following:

1. To investigate any activity within its terms of reference.

2. To seek information from any employee.

3. To obtain outside legal or other professional advice.

4. To secure attendance of outsiders with relevant expertise, if it consider necessary.

Terms of reference of Audit Committee:

The terms of reference of Audit Committee inter alia are as follows:

1. Oversight of the Company's financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

2. Recommending to the Board, the appointment, remuneration and terms of appointment of auditors of the Company.

3. Approval of payment to statutory auditor(s) for any other services rendered by them

4. Reviewing; with management, the annual financial statements before submission to the Board for its approval, with particular reference to:

a. Matters required to be included in the Director's Responsibility Statement to be included in the Board's report in terms of clause (C) of sub-section 3 of section 134 of the Companies Act, 2013.

b. Changes, if any, in accounting policies and practices and reasons for the same.

c. Major accounting entries involving estimates based on the exercise of judgment by management, if any.

d. Significant adjustments made in the financial statements arising out of audit findings, if any.

e. Compliance with listing and other legal requirements relating to financial statements.

f. Disclosure of related party transactions, if any.

g. Qualifications in the (draft) audit report, if any.

5. Reviewing, with the management, the quarterly financial statements before submission to the Board for approval.

6. Reviewing; with management, the statement of uses / application of funds raised through an issue (public issue, rights issue, preferential issue, etc.), the statement of funds utilized for the purposes other than those stated in the offer document/prospectus/notice and the report submitted by the monitoring agency monitoring the utilization of proceeds of a public or rights issue and making appropriate recommendations to the Board to take up steps in this matter.

7. Review and monitor the auditor's independence and performance, and effectiveness of audit process;

8. Approval or any subsequent modification of transactions of the Company with related parties;

9. Scrutiny of inter-corporate loans and investments;

10. Valuation of undertakings or assets of the Company, wherever it is necessary;

11. Evaluation of internal financial controls and risk management systems;

12. Reviewing with management, performance of statutory and internal auditors, adequacy of the internal con trol systems.

13. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and seniority of the official heading the department, reporting structure coverage and frequency of internal audit.

14. Discussion with internal auditors for any significant findings and follow up there on.

15. Reviewing the findings by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board.

16. Discussion with statutory auditor(s) before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern.

17. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of nonpayment of declared dividend(s) and creditors.

18. To review the functioning of the Whistle Blower mechanism.

19. Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the finance function or discharging that function) after assessing the qualifications, experience & background, etc. of the candidate.

20. Carrying out any other functions as mentioned in the terms of reference of the Audit Committee.

Review of information by Audit Committee

The Audit Committee reviewed the following information:

1. Management discussion and analysis of financial conditions and results of operations;

2. Statement of significant related party transactions (as defined by the audit committee), submitted by management;

3. Management letters / letters of internal control weaknesses issued by the statutory auditors;

4. Internal audit reports relating to internal control weaknesses; and

5. The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review of the Audit Committee;

The Committee met four times during the period under review. Audit Committee meetings were attended by the Internal Auditors and the Statutory Auditors. The Company Secretary acts as the Secretary to the Audit Committee. The Chairman of the Audit Committee was present at the last Annual General Meeting.

2. Stakeholders Relationship Committee:

The Stakeholders Relationship Committee's term of reference includes the following

a. Consider and resolve grievances of all classes of investors of the company;

b. Review statutary complaince relating to stakeholders.

c. Ensure setting of proper controls and oversee the perfornance of Registrar and Share Transfer Agent;

d. Look into the redressing of the shareholders complaints and queries;

e. Review movement in shareholdings and ownership structure of the Company;

f. Oversease complaince in rescpect of dividend payment and transfer of unclaimed dividend amount to IEPF.

g. Consider and resolve greavences of stakeholders including compliance related to transfer of securities, non receipt of Annual Report / Dividend Warrant ect.,

Share transfers are processed weekly and approved by the Share Transfer Committee. Investor grievances are also placed before the Committee. The Committee met on March 31, 2016 to review the various matters related to the Stakeholders during the year under review. There were no pending investor complaints which remained unresolved. The Company has also cleared complaints received through SEBI Complaints Redress System (SCORES). The Company also uploads its Action Taken Reports (ATRs) with respect to the complaints, enable online viewing by investors about the current status. All valid share transfers lodged up to March 31, 2016, have been processed by the Committee. The status of the complaints received (inclusive of SCORES) from members from 01.04.2015 to 31.03.2016 is as under:

As per the provisions of Section 205A of the Companies Act 1956, (Section 124 read with Section 125 of the Companies Act, 2013), the Company is required to transfer unpaid dividends, matured deposits, redeemed debentures and interest accrued thereon remaining unclaimed and unpaid for a period of 7 years from the due date to the Investor Education and Protection Fund (IEPF) set up by the Central Government.

It may be noted that no claim shall lie against the IEPF or the Company for the amounts so transferred prior to March 31, 2016 nor shall any payment be made in respect of such claim. During the year, the Company made renewed attempts to establish contact with those members/shareholders who had not claimed dividend(s

Unclaimed Shares

As per the Listing Agreement, the Company had transferred the unclaimed shares for which the certificates remaining undelivered/unclaimed by the shareholders to "Unclaimed Suspense Account" and dematerialized the shares, held in the name of "Unclaimed Suspense Account". The said demat account as on March 31, 2016 is having 21,46,050 equity shares yet to be claimed.

3. Nomination and Remuneration Committee:

The Committee consists of 4 members of which 3 are independent directors. The terms of reference of the Committee include inter-alia the following:

a. Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the Directors, Key Managerial Personnel and other employees;

b. Formulation of criteria for evaluation of Independent Directors and the Board;

c. Devising a policy on Board diversity;

d. Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the Board their appointment and removal. The company disclosed the remuneration policy and the evaluation criteria in its Annual Report.

During the year under review, the Committee held one meeting on October 29, 2015 to consider the appointment of Managing Director and Company Secretary.

Service Contract, Notice Period and Remuneration of the Managing Director:

Mr. D.Varada Reddy's tenure as Managing Director expired on November 10, 2015. Mr. Pramod Ranjan's was appointed as Managing Director and Chief Executive Officer of the Company for a period of three years from November 11, 2015 up to to November 10, 2018 terminable by 6 months notice on either side

Disclosures

The Board of Directors receives, from time to time, disclosures relating to financial and commercial transactions from key managerial personnel of the Company, where they and/ or their relatives have personal interest.

The Company has complied with the requirements of the Stock Exchanges/ Securities and Exchange Board of India/ statutory authorities on all matters relating to capital markets, during the last 3 years. No penalty or strictures were imposed on the Company by these authorities.

Pursuant Part B of Schedule II to the Listing Regulations Managing Director (CEO) and the Chief Financial Officer has issued a certificate to the Board, for the year ended March 31, 2016.

The Company receives continuous disclosure of holdings by the Directors in accordance SEBI (Prohibition of Insider Trading) Regulations, 2015. Further, the Company makes regular disclosure to all the Stock Exchange(s) in which the Company is listed the information.

The Non Executive Chairman of has a separate office in his capacity as chairman of the Company and hence a separate office is not maintained.

The Company has adopted necessary guidelines for composition of the Board of Directors, Committees of the Board which are taken into account of the provisions of the Listing Agreement, the Companies Act, 2013 and other applicable laws.

The Company has complied with all the mandatory and major non mandatory requirements of the Listing Regulations relating to Corporate Governance and also complied with Clauses (b) to (i) of Regulation 46 (2) relating to the dissemination of information on the website of the Company. As regard the status of compliance with the non-mandatory requirements listed in Part E of Schedule II of the Listing Regulations, the financial statements of the Company are with unmodified audit opinion. The Chairman of the Board is a Non-Executive Director and his position is separate from that of the Managing Director & CEO and the Internal Auditor reports to the Audit Committee

(1) Subsidiary Company

The Company does not have any material unlisted Indian subsidiary and is not required to have an Independent Director of the Company on the Board of such Subsidiary. The financial statements including the investments made by the Company's wholly owned subsidiary, OHL International (HK) Limited were placed before the Board. The minutes of the Board meeting of the subsidiary Company are periodically placed before and reviewed by the Board of Directors of the Company.

(2) Code of Conduct:

1. The Company has adopted a Code of Conduct for prevention of insider trading and Code for fair disclosure in accordance with SEBI (Prohibition of Insider Trading) Regulations, 2015. The Code, inter-alia, prohibits purchase/sale of shares of the Company by employees and other connected person while in possession of unpublished price sensitive information in relation to the Company.

2. The Company receives continuous disclosure of holdings by the Directors / Promoters / KMP's in accordance with Regulation 7 of SEBI (Prohibition of Insider Trading) Regulations, 2015. Further, the Company makes regular disclosure to all the Stock Exchange(s) in which shares of the Company are listed the information received under the said clause in compliance with the applicable Regulations

(3) Whistle Blower Policy

The Company has adopted the Whistle Blower policy pursuant to which employees can raise their concerns relating to fraud, malpractice or any other activity or event which is against the Company's interest. No employee has been denied access to the Audit Committee in this regard.

Means of Communication

Quarterly, Half-yearly and Annual results of the Company were published in leading English and vernacular newspapers viz. The Indian Express and Dinamani. Additionally, the results and other important information are also periodically updated on the Company's website viz. www.orientalhotels.co.in

Corporate Filling and Dissemination System

All disclosures and communications to the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) are filed electronically to the designated portal.

Ministry of Corporate Affairs (MCA)

The Company has periodically filed all the necessary documents with the MCA & the Company has also filed its Annual Financial Statements on MCA through XBRL.

SEBI Complaints Redress System (SCORES)

A centralized web based complaints redressal system which serves as a centralized database of all complaints received, enables uploading of Action Taken Reports (ARTs) by the concerned companies and the investors can view the of actions taken on the complaint and its current status.

Means of Communication

Quarterly, Half-yearly and Annual results of the Company were published in leading English and vernacular newspapers viz. The Indian Express and Dinamani. Additionally, the results and other important information are also periodically updated on the Company's website viz. www.orientalhotels.co.in

Corporate Filling and Dissemination System

All disclosures and communications to the BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) are filed electronically to the designated portal.

General Shareholder Information

Corporate Identification Number

L55101TN1970PLC005897

Registered office

Taj Coromandel 37, Mahatma Gandhi Road Chennai - 600034 Telephone. No. - 044 66002827 Facsimile No. - 044 66002089

Name, Contact details of Company Secretary & Compliance officer's

Mr. Tom Antony Paramount Plaza, III Floor 47, Mahatma Gandhi Road Chennai - 600034 Telephone. No.- 044 66172828 Facsimile No.- (044)28254447/28278138 E-mail: ohlshares.mad@tajhotels.com

Registrar and Share Transfer Agent

M/S Integrated Enterprise (India) Limited Kences Towers, 1 Ramakrishna Street North Usman Road, T Nagar, Chennai - 600017 Facsimile No.- 044 28140801 - 803 E-mail: corpserv@integratedindia.com

Date, Time and venue of AGM

July 25, 2016 at 2:30 pm Sathguru Sri Gnanananda Hall, Narada Gana Sabha, Alwarpet,  Chennai 600018

Financial Calendar

Financial year : 1st April - 31st March

Financial Report for:

Quarter ending 30th June : On or before August 15

Quarter ending 30th September: On or before November 15

Quarter ending 31st December : On or before February 15

Quarter ending 31st March : On or before May 30

Cut Off for e-Voting : July 18, 2016

E-Voting window dates : July 22, 2016 9:00 am to July 24, 2016 5:00 pm

Date of book closure : July 19, 2016 to July 25, 2016 (both the days inclusive)

Dividend payment date : On or before August 1, 2016

Equity Shares

Stock Exchanges : Stock Code

The National Stock Exchange of India Ltd : ORIENTHOT EQ

BSE Limited : 500314

ISIN No. (INDIA) : INE750A01020

Global Depository Receipts : Luxembourg Stock Exchange,

Committees of the Board other than the mandatory Committees under the Act and Listing Regulations

The details of the committees of the Board which are not mandatory but constituted as a good governance measure are furnished below

1. Share Transfer Committee

The Share Transfer Committee inter alia, with matters relating to transfers/transmissions/transposition/ consolidation/issue of share certificates in exchange for sub-divided/consolidated/defaced share certificates/issue of duplicate share certificates.

2. Approval Committee

The Board has constituted an Approval Committee with the responsibilities and powers as detailed below:

- Opening new banking accounts and or Closure of non-operative bank accounts of the company, changes in signatories authorised to operate bank accounts, inter change in the credit facilities with the same bank and between banks within the overall limits availed and such other routine banking matters as it may deem fit and approving different account-related services offered by the Banks.

- To authorize execution of Bonds/Counter Guarantees on behalf of the Company in favour of Export-Import authorities, Customs/Excise authorities, Export promotion authorities, wherever required under the Common Seal of the Company.

- To borrow by way of acceptance and/or renewal of Inter Corporate Deposits (ICDs) from time to time, on short-term basis, up to an overall limit of Rs.100 Crores outstanding at any point of time.

- To place and/or renewal of Inter Corporate Deposits (ICDs) from time to time, on short-term basis, up to an overall limit of Rs.50 Crores outstanding at any point of time.

- To borrow by way of temporary loans/short term secured or unsecured debentures/commercial paper and other similar/financial instruments, from time to time, up to an overall limit of Rs.150 Crores outstanding at any point of time.

- Opening new depository accounts and or Closure of non-operative Depository accounts of the Company, changes in signatories authorised to operate such depository accounts and including opening/closing/ change of operating signatories safe deposit locker(s).

- To issue, extension and or revocation of powers of attorney to the executives and officers of the Company;

- To nominate officers as 'Manager' and 'Alternate Manager' under the Prevention of Food Adulteration Act and to nominate Officers to represent the Company before various licensing authorities e.g. Excise, Health, Trade, Police, etc. and or to nominate officers as required under the respective enactments to comply with various statutory enactments such as Shops and Establishments Act, Packaged Commodities Rules, etc.

- To authorise the execution of agreements in favour of authorities providing services, utilities to the Company and to indemnify / counter guarantee the issue of any guarantees by banks on behalf of the Company in favour of such Authorities/Utilities, wherever required under the Common Seal of the Company.

- To appoint and/or change the trustees of the Company's Gratuity Fund;

3. Ethics Committee

The Board has constituted the Ethics Committee with the terms of references as detailed below:

- Set forth the policies relating to and oversee the implementation of the Code of Conduct of the Company

- Consider matters relating to the Insider Trading Code

- Take on record the status reports prepared by the Compliance Officer detailing the dealings in securities by the specified persons

- Decide penal action in respect of violation of the Regulations/Code by any person

4. POSH Committee: Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)  Act, 2013

A Policy on Prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under and constituted Apex POSH Committee, and its unit level committee to provide protection against sexual harassment of women at workplace and redressal of complaints and for the matters connected or incidental thereto.

During the year 2015 - 2016 the Company has received four complaints on sexual harassment and all the complaints have been disposed of and appropriate action taken and no complaints remains pending

5. Property Acquisition Committee

The Board has constituted the Property Acquisition Committee to consider specific business and powers with the terms of references as detailed below:

- Set forth the policies relating to purchase / acquisition of properties of the Company

- Acquisition of new properties

- Take on record the market scenario related to real estate

- Decide and recommend to the Board about the purchase of properties of the Company

Reconciliation of Share Capital Audit

In keeping with the requirements of the SEBI and the Stock Exchanges, a Reconciliation of Share Capital Audit by a Practicing Company Secretary is carried out at the end of every quarter to reconcile the total admitted capital with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and the total issued and listed capital. The said audit confirms that the total issued / paid - up capital tallies with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL.

Dematerialisation of Shares & Liquidity

As of the end of March 31, 2016, shares comprising approximately 97.41% of the Company's Equity Share Capital have been dematerialized

Investor Correspondence

For any queries, investors are requested to get in touch with the Secretarial department at Paramount Plaza, 47, Mahatma Gandhi Road, Chennai 600034. A dedicated e-mail address ohlshares.mad@tajhotels.com is available for investor complaints.

Usage of electronic payment modes of making cash payments to the investors

SEBI vide its Circular No. CIR / MRD/DP/10/2013 dated March 21,2013 has instructed all Companies for making cash payments to the investors, companies whose securities are listed on Stock Exchange shall use, either directly or through their RTI & STA, any RBI (Reserve Bank of India) approved electronic mode of payment such as ECS (Local ECS) / RECS (Regional ECS) / NECS (National ECS),NEFT etc.

Investors are requested to kindly provide their requisite bank account particulars by quoting their reference folio num­ber (s) in case shares are held in physical form.

In case shares are held in demateralised form, investors may kindly provide the requisite bank account details to their Depository Participant, to ensure that future dividend payments are correctly credited to the respective account.

Location of Hotel Units of the Company:

1. Taj Coromandel, Chennai

2. Vivanta by Taj, Fisherman's Cove, Chennai

3. Vivanta by Taj, Malabar, Kochi

4. Vivanta by Taj, Trivandrum, Thiruvananthapuram

5. Vivanta by Taj, Surya, Coimbatore

6. The Gateway Hotel, Vishakhapatnam

7. The Gateway Hotel, Madurai

8. The Gateway Hotel, Coonoor

9. The Gateway Hotel, Mangalore