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Best Eastern Hotels Ltd.

BSE: 508664 Sector: Services
NSE: N.A. ISIN Code: INE553F01035
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OPEN 80.00
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VOLUME 2800
52-Week high 81.00
52-Week low 27.00
P/E 993.75
Mkt Cap.(Rs cr) 134
Buy Price 0.00
Buy Qty 0.00
Sell Price 79.35
Sell Qty 5.00
OPEN 80.00
CLOSE 77.55
VOLUME 2800
52-Week high 81.00
52-Week low 27.00
P/E 993.75
Mkt Cap.(Rs cr) 134
Buy Price 0.00
Buy Qty 0.00
Sell Price 79.35
Sell Qty 5.00

Best Eastern Hotels Ltd. (BESTEASTERNHOT) - Director Report

Company director report

To the Members

Your Directors hereby present the 74th Annual Report together with theAudited Statement of Accounts for the year ended 31st March 2017.

FINANCIAL RESULTS :

Particulars

Rupees in 000's

Year Ended 31.03.2017 Year Ended 31.03.2016
Revenue 49330 51550
Profit before Taxation 2235 3752
Less : Provision for Tax
Current Tax 1000 1325
Deferred Tax (249) (151)
Excess/(Short) Provision for Tax Earlier Years - 14
Profit after Tax for the year 1484 2564
Add : Brought forward profit 12478 9914
Profit available for appropriation 13962 12478
Transfer To General Reserve
Balance carried over to Balance Sheet 13962 12478

Operating Results:

The total revenue of the Company for the year ended 31st March 2017 wasstood at Rs. 493.30 lac (previous year Rs. 515.50 lac) and the profit before tax is Rs.22.35 Lac (previous year Rs. 37.52 lac). The profit after tax is stood at Rs.14.84 Lac(previous year Rs. 25.64 lac).

Dividend on Equity and Preference Shares:

Considering the inadequate profit for: the year under review of the Company the Boardof Directors regret to recommend any dividend for the year ended 31st March2017 on equity as well as preference shares.

Transfer to Reserves:

No amount was transferred to the reserves during the financial year ended 31st March2017.

Fixed Deposit:

The Company has neither invited nor accepted any deposits from Public.

Directors:

Mrs. Neelam Kothari retires by rotation and being eligible offers herself forre-appointment.

Pursuant to Section 152 160 161 and all other applicable provisions of the CompaniesAct 2013 Mr. Manohar Tambat (DIN: 00011062) a Non-Executive Director appointed as anIndependent Director. The board therefore recommends their re-appointment as director ofthe Company

The following policies of the company are attached herewith and marked as Annexure 1Annexure 2 and Annexure 3. Policy on appointment of Directors and Senior Management(Annexure 1)

Policy on Remuneration to Directors' (Annexure 2)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3)

Directors Responsibility Statement:

Pursuant to sub-section (5) of section 134 of the Companies Act 2013 the Board ofDirectors of the company hereby state and confirm that:

i) in the preparation of the annual accounts the applicable accounting standards havebeen followed and that no material departures have been made from the same;

ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofits of the Company for that period;

iii) they have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls for the Company and such internalfinancial controls are adequate and operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and such systems are adequate and operating effectively.

Corporate Social Responsibility (CSR):

The provisions of section 135 read with the Companies (Corporate Social ResponsibilityPolicy) Rules 2014 are not applicable to your company.

However Company's social welfare and community development initiatives focus on thekey areas of education health care. As a social responsible Corporate Citizen thecompany continues to support a wide spectrum of community initiative through N.G.O.s /Charitable Institutes as well as programs for health education and environment. Also yourcompany do carry Medical Camps for the locals of Matheran & around on regular Basisincluding vaccination for school children. These projects are largely in accordance withSchedule VII of the Companies Act 2013.

Risk Management:

Risk Management is the process of identification assessment and prioritization ofrisks followed by coordinated efforts to minimize monitor and mitigate/control theprobability and/or impact of unfortunate events or to maximise the realization ofopportunities. The Company has laid down a comprehensive Risk Assessment and MinimizationProcedure which is reviewed by the Board from time to time. These procedures are reviewedto ensure that executive management controls risk through means of a properly definedframework. The major risks have been identified by the Company and its mitigationprocess/measures have been formulated in the areas such as business project executionevent financial human environment and statutory compliance.

Vigilance Function:

Your Company has developed a structured mechanism of vigilance functions and itsfocused towards creation of value for all the stakeholders. The practices involvemulti-layer checks and balances to improve transparency. Vigilance Awareness andpreventive vigilance activities were continuously carried out during the year. Guidelinesof central vigilance commission (CVC) are being followed.

Particulars of Loan Guarantees and Investments under Section 186:

During the year Company has not given any loan guarantee or made investment coveredunder Sec 186 of CA 2013. Related Party Transactions:

All Related Party Transactions that were entered into during the financial year were onan arm's length basis and in the ordinary course of business. Please refer point ‘j'of Note 20 to the Notes to the accounts.

Transactions with related parties entered by the Company in the normal course ofbusiness are periodically placed before the Audit Committee for its omnibus approval andthe particulars of contracts entered during the year as per Form AOC-2 is enclosed asAnnexure -4.

Subsidiaries Joint Ventures and Associate Companies:

During the year under review no company has become or ceased to be the Company'ssubsidiaries joint ventures or associate companies.

Details of Significant and Material Orders Passed By the Regulators Courts andTribunals:

No significant and material order has been passed by the regulators courts tribunalsimpacting the going concern status and Company's operations in future.

Disclosures under Sexual Harassment of Women At Workplace (Prevention Prohibition& Redressal) Act 2013:

The Company is committed to provide a safe and conducive work environment to itsemployees. During the year under review no case of sexual harassment was reported.

Material Changes And Commitment If Any Affecting The Financial Position Of The CompanyOccurred Between The Ends Of The Financial Year To Which This Financial Statement RelateAnd The Date Of The Report:

No material changes and commitments affecting the financial position of the Companyoccurred between the ends of the financial year to which this financial statement relateon the date of this report Meetings:

During the year 4 Board Meetings were held. Meetings were held on 30.05.201612.08.2016 14.11.2016 14.02.2017

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as "Annexure 5" Auditors:

M/s Amar Bafna & Associates (Firm Registration No. 114854W) Chartered Accountantshave been appointed as statutory auditors of the company for a period of three yearssubject to ratification by members at every consequent Annual General Meeting. Thereforeratification of appointment of Statutory Auditors is being sought from the members of theCompany at the ensuing Annual General Meeting.

Auditors Report:

The comments made in Auditors Report read with notes on accounts are self-explanatoryand therefore in the opinion of the Directors do not call for any further explanation.

Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd. Mumbai. Itmay be noted that there are no payment outstanding to the said Exchange by way of listingfees etc.

Secretarial Audit Report:

In accordance with Section 204 of the Companies Act 2013 the Company had appointedMSR& Associates Company Secretaries as Secretarial Auditors for the financial yearended 31st March 2017. The Secretarial Auditor's report forms part of the Annual Report.

Particulars of Employees:

Information as per Section 197 of the Companies Act 2013 (the ‘Act') read withthe Companies Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedby notification dated. 30/06/2016 list of the top ten employees in terms of remunerationdrawn is annexed as Annexure - 6. None of the employees is employed on a remuneration ofRS. 850000/- p.m. or Rs.10200000/- p.a.

Energy Conservation Technology Transfer and Foreign Exchange Earnings and Outgo:

Information required to be disclosed pursuant to section 134 (3) (m) of The CompaniesAct 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 with respect toconservation of energy technology absorption and foreign exchange earning & outgo arefurnished hereunder:

a) Conservation of Energy: The Company has always given high priority to energyconservation. Constant efforts have been made to reduce energy consumption on continuosbasis. Employee awareness and effective monitoring of uses of energy are being pursued.The Company is also examining the use of alternative source of energy. It had alreadyimplemented Hot Water System at the hotel site and converting normal lighting to PL/CFLlighting to save fuel and electricity consumption to the considerable extent.

b) Technology Absorption: The Company being in the hospitality industry its activitiesdo not as such involve any technology absorption or expenditure on research anddevelopment. Nonetheless the Company's endeavors would be to achieve what is bestpossible in its business.

c) Foreign Exchange Earnings & Outgo: Rs. 1.39 Lac being realization under creditcards (Previous year Rs. 2.76 Lac). Outgo Rs. Nil (Previous year Nil)

Corporate Governance:

Regulation 15(2 t) of SEBI(Listing Obligations and Disclosure Requirement) Regulations2015 in respect of Corporate Governance is not applicable to your Company since the paidup capital of the company is less than Rs. 3 crore. Acknowledgements:

Your Directors would like to express their sincere appreciation of the co-operation andassistance received from Shareholders Bankers Central & State Government LocalAuthorities and all other authorities during the year under review. Your Directors alsolike to thanks to its customers contractors and suppliers for their continuous supportand confidence in its management. Your Directors would like to appreciate the efforts ofthe Company's employees for their continued support extended to the company.

By Order of the Board

Mumbai. Vinaychand Kothari Dilip V. Kothari
Date: 14th August 2017 Chairman & Managing Director Jt. Managing Director

TO THE DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH 2017:

POLICY ON APPOINTMENT OF DIRECTORS AND SENIOR MANAGEMENT

Appointment of Directors

The Nomination and Remuneration Committee (NRC) of the Board of Directors (Board) ofthe Company reviews and assesses Board composition and recommends the appointment of newDirectors. In evaluating the suitability of individual Board member the NRC shall takeinto account the following criteria regarding qualifications positive attributes and alsoindependence of director when Independent Director is to be appointed:

1. All Board appointments will be based on merit in the context of the skillsexperience diversity and knowledge for the Board as a whole to be effective;

2. Ability of the candidates to devote sufficient time and attention to his / herprofessional obligations as Director for informed and balanced decision making;

3. Adherence to the applicable Code of Conduct and highest level of CorporateGovernance in letter and in sprit by the Directors;

Based on the recommendations of the NRC the board will evaluate the candidates anddecide on the selection the appropriate member. The Board through the Chairman or theManaging Director & CEO will interact with the new member to obtain his/ her consentfor joining the Board. Upon receipt of the consent the new Director will be co-opted bythe Board in accordance with the applicable provisions of the Companies Act 2013 andRules made there under.

Removal of Directors

If a Director is attracted with any disqualification as mentioned in any of theapplicable Act rules and regulations there under or due to non - adherence to theapplicable policies of the Company the NRC may recommend to the Board with reasonsrecorded in writing removal of a Director subject to the compliance of the applicablestatutory provisions.

Senior Management Personnel

The NRC shall identify persons based on merit experience and knowledge who may beappointed in senior management team.

Senior Management personnel are appointed or promoted and removed/relieved with theauthority of Managing Director & CEO based on the business need and the suitability ofthe candidate. The details of the appointment made and the personnel removed one levelbelow the Key Managerial Personnel during a quarter shall be presented to the Board.

By Order of the Board

Mumbai. Vinaychand Kothari Dilip V. Kothari
Date: 14th August 2017 Chairman & Managing Director Jt. Managing Director

TO THE DIRECTORS' REPORT FOR THE YEAR ENDED 31ST MARCH 2017 POLICY FOR REMUNERATION OFTHE DIRECTORS

General

This Policy sets out the approach to Compensation/remuneration/commission etc. will bedetermined by Committee and Recommended to the Board of Directors for approval. Alsoremuneration to be paid to the Managing Director other executive directors in accordancewith provisions of Companies Act 2013 and other statutory provisions if any wouldrequire to complying for time being of appointment of such person.

Policy Statement

The Company has a well-defined Compensation policy for Directors including theChairman of the Company. The overall compensation philosophy which guides us to focus onenhancing the value to attract to retain and motivate Directors for achieving objectivesof Company and to become a major player in market to be the most trusted brand in thebusiness we operate in and focus on customer serenity through transparency quality and ontime delivery to be a thought leader and establish industry benchmarks in sustainabledevelopment.

In order to effectively implement this the Company has built a Compensation structureby a regular annual benchmarking over the years with relevant players across the industrythe Company operates in.

Non-Executive Including Independent Directors

The Nomination and Remuneration Committee (NRC) shall decide the basis for determiningthe compensation both fixed and variable to the Non-Executive Directors includingIndependent Directors whether as commission or otherwise. The NRC shall take intoconsideration various factors such as director's participation in Board and Committeemeetings during the year other responsibilities undertaken such as membership orChairmanship of committees time spent in carrying out their duties role and functions asenvisaged in Schedule IV to the Companies Act 2013 and the LODR with Stock Exchanges andsuch other factors as the NRC may consider deem fit for determining the compensation. TheBoard shall determine the compensation to Non-Executive Directors within the overalllimits specified in the Shareholders resolutions.

Managing Director (MD) and Executive Director

Remuneration of the MD and Executive Directors reflects the overall remunerationphilosophy and guiding principle of the Company. While considering the appointment andremuneration of Managing Director and Executive Directors the NRC shall consider theindustry benchmarks merit and seniority of the person and shall ensure that theremuneration proposed to be paid is commensurate with the remuneration packages paid tosimilar senior level counterpart(s) in other companies. The policy aims at a balancebetween fixed and variable pay reflecting short and long-term performance objectivesappropriate to the working of the company and its goals.

The remuneration to the MD shall be recommended by NRC to the Board. The remunerationconsists of both fixed compensation and variable compensation and shall be paid as salarycommission performance bonus stock options (where applicable) perquisites and fringebenefits as per the policy of the Company from time to time and as approved by the Boardand within the overall limits specified in the Shareholders resolution. While the fixedcompensation is determined at the time of appointment the variable compensation will bedetermined annually by the NRC based on the performance of MD.

The term of office and remuneration of MD is subject to the approval of the Board ofDirectors shareholders and Central Government as may be required and within thestatutory limits laid down in this regard from time to time.

If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay subject to the requisite approvals remuneration to its MD inaccordance with the provisions of Schedule V to the Companies Act 2013

If a MD draws or receives directly or indirectly by way of remuneration any such sumsin excess of the limits prescribed under the Companies Act 2013 or without the priorsanction of the Central Government where required he / she shall refund such sums to theCompany and until such sum is refunded hold it in trust for the Company. The Companyshall not waive recovery of such sum refundable to it unless permitted by the CentralGovernment of the Company.

Remuneration for MD is designed subject to the limits laid down under the CompaniesAct 2013 to remunerate him / her fairly and responsibly. The remuneration to the MDcomprises of salary perquisites and benefits as per policy of the Company and performancebased incentive apart from retirement benefits like P.F. Superannuation Gratuity LeaveEncashment etc. as per Rules Salary is paid within the range approved by theShareholders. Increments are effective annually as recommended /approved by the NRC /Board. The MD is entitled for grant of Stock Options as per the approved Stock OptionsSchemes of the Company from time to time

Directors

The MD is an executive of the Company and draws remuneration from the Company. TheNon-Executive Independent Directors receive sitting fees for attending the meeting of theBoard and Committee thereof as fixed by the Board of Directors from time to time subjectto statutory provisions. The Non-Executive Independent Directors would be entitled to theremuneration under the Companies Act 2013. In addition to the above the Directors areentitled for reimbursement of expenses incurred in discharge of their duties.

The Company may also grant Stock Options to the eligible employees and Directors (otherthan Independent Directors) in accordance with the ESOP Schemes of the Company from timeto time and subject to the compliance statutes and regulations.

Disclosures

Information on the total remuneration of members of the Company's Board of DirectorsManaging Director and Executive Directors and KMP/senior management personnel may bedisclosed in the Board's report and the Company's annual report / website as per statutoryrequirements in this regard.

By Order of the Board

Mumbai. Vinaychand Kothari Dilip V. Kothari
Date: 14th August 2017 Chairman & Managing Director Jt. Managing Director

TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31st MARCH 2017: POLICY ONREMUNERATION OF KEY MANAGERIAL PERSONNEL AND EMPLOYEES

Objective

To establish guidelines of remuneration/ compensation/ commission etc. to be paid foremployees by way of fairly and in keeping with Statutes it will be determined by theNomination & Remuneration committee (NRC) and the NRC will recommend to the Board forapproval.

Standards

1. All employees irrespective of contract are to be paid remuneration fairly and theremuneration is to be externally competitive and internally equitable. The remunerationwill be paid in accordance with the laid down Statutes.

2. Remuneration for on-roll employees will include a fixed or guaranteed componentpayable monthly; and a variable component which is based on performance and paid annually.

3. The fixed component of remuneration will have a flexible component with a bouquet ofallowances to enable an employee to choose the allowances as well as the quantum based onlaid down limits as per Company policy. The flexible component can be varied only onceannually in the month of July after the salary increment exercise.

4. The variable component of the remuneration will be a function of the employee'sgrade.

5. The actual pay-out of variable component of the remuneration will be function ofindividual performance as well as business performance. Business performance is evaluatedusing a Balance Score Card (BSC) while individual performance is evaluated on Key ResultAreas (KRA). Both the BSC & KRAs are evaluated at the end of the fiscal to arrive atthe BSC rating of the business and PPS rating of the individual.

6. An Annual compensation survey is carried out to ensure that the Company'scompensation is externally competitive. Based on the findings of the survey and thebusiness performance the committee decides:

(i) The increment that needs to be paid for different performance ratings as well asgrades.

(ii) The increment for promotions and the total maximum increment.

(iii) The maximum increase in compensation cost in % and absolute.

(iv) Compensation corrections are made in a few cases where it is outside the band orto keep it tune with the market.

By Order of the Board

Mumbai. Vinaychand Kothari Dilip V. Kothari
Date: 14th August 2017 Chairman & Managing Director Jt. Managing Director

TO THE DIRECTORS REPORT FOR THE YEAR ENDED 31st MARCH 2017:

FORM AOC - 2

{Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies

(Accounts) Rules 2014}

Form for Disclosure of particulars of contracts/arrangements entered into by thecompany with related parties referred to in sub section (1) of section 188 of theCompanies Act 2013 including certain arm's length transaction under third proviso isgiven below:

CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

The particulars of Contracts or Arrangements with related parties along withjustification of these contracts pursuant to requirements of Section 134 (h) and 188 (2)of the Companies Act 2013 is given hereunder.

1. Details of contracts or arrangements or transactions not at arm's length basis

Name(s) of the related party and and nature of relationship Nature of contracts / arrangements /transactions Duration of the contracts / arrangements / transaction Salient terms of the contracts or arrangements or transactions including the value if any Justification for entering into such contracts or arrangements or transaction Date(s) of approval by the Board Amount paid as advances if any Date on which the special resolution was passed in general meeting as required under first provison to section 188
Nil Nil Nil Nil Nil Nil Nil Nil

2. Details of material contracts or arrangement or transactions at arm's length basis.

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements / transactions Duration of the contracts / arrangements / transactions Salient terms of the contracts or arrangements or tran-sactions including the value if any Date(s) of approval by the Board Amount paid as advances if any
Mr. Vinaychand Yadavsingh Kothari Managing Director of the Company also Owner of premises rented to Company. Rental of premises duly approved by Board Renewed w.e.f. 1st April 2010 (with no increase in rent till date) Premises situated at 401 Chartered House 293/299 Dr. C H St. Near Marine Lines Church Mumbai - 400002 taken on rent by Company for Registered office from owner Mr. Vinaychand Yadavsingh Kothari at monthly rent of Rs. 70000/- 30/04/2010 Nil

By Order of the Board

Mumbai. Vinaychand Kothari Dilip V. Kothari
Date: 14th August 2017 Chairman & Managing Director Jt. Managing Director