Your Directors have pleasure in presenting the Fifty Sixth Annual Report of the Companytogether with the Audited Standalone and Consolidated Financial Statements for theFinancial Year ended 31st March 2017.
1. FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March 2017is summarized below:
| || ||(Rs. in Lacs) |
|Particulars (Standalone basis) ||For the year ended 31st March 2017 ||For the year ended 31st March 2016 |
|Gross Income ||4223 ||4742 |
|Profit Before Interest & Depreciation ||72 ||338 |
|Finance Charges ||164 ||122 |
|Gross Profit ||(91) ||216 |
|Provision for Depreciation ||473 ||463 |
|Net Profit Before Tax ||(564) ||(247) |
|Provision for Tax ||174 ||139 |
|Net Profit After Tax ||(390) ||(108) |
|Balance of Profit brought forward ||1366 ||1474 |
|Balance available for appropriation || || |
|Proposed Dividend on Equity Shares || || |
|Tax on proposed Dividend || || |
|Balance carried forward ||976 ||1366 |
2. OVERVIEW OF OPERATIONAL VIS--VIS FINANCIAL PERFORMANCE
During the financial year the total revenue was Rs. 4223 Lacs as compared to Rs.4742 Lacs in the last year. The Net Loss after tax stood at Rs. 390 Lacs as against lossof Rs. 108 Lacs in the previous year.
Your Directors do not recommend any dividend for the Financial Year ended 31stMarch 2017.
4. TRANSFER TO RESERVES
During the year under review no amount was transferred to General Reserve.
5. MANAGEMENT DISCUSSION AND ANALYSIS
In compliance with the Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 (SEBI (LODR) Regulations') a separate section onthe Management Discussion and Analysis giving details of overall industry structuredevelopments performance and state of affairs of the Company's business is annexed.
6. NUMBER OF MEETINGS OF THE BOARD AND ITS COMMITTEES
The details of the meetings of the Board of Directors and its Committees convenedduring the financial year 2016-17 are given in the Corporate Governance Report which formsa part of this Report.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 152 of the Companies Act 2013 Ms. MalaTodarwal Non-Executive Director retires by rotation and being eligible offers herselffor re-appointment to the Board.
The above re-appointment forms part of the Notice of the Fifty Sixth Annual GeneralMeeting and the relevant Resolution is recommended for your approval.
Mr. Dalip Sehgal a Non-Executive Non-Independent Director resigned from the Board ofyour Company with effect from 2nd May 2017.
The Board places on record its appreciation for his invaluable contribution / guidanceduring his association with your Company.
(c) CESSATION DUE TO DEMISE
Mr. R. K. P. Sankardass an Independent Director of the Company expired on 10thMarch 2017.
The Board places on record its appreciation for his invaluable contribution/guidanceduring his association with your Company.
(d) KEY MANAGERIAL PERSONNEL
During the financial year Mrs. Kainaaz F. Bharucha (ACS 36506) was appointed as theCompany Secretary of the Company.
Mr. Gaurav Ghai (DIN: 00074857) Joint Managing Director of the Company whose tenureas Joint Managing Director expired on 10th May 2017 was re-appointed by theBoard of Directors as Joint Managing Director of the Company for a further period of 5years w.e.f. 11th May 2017 to 10th May 2022 subject to approvalof shareholders at the ensuing Annual General Meeting of the Company and the approval ofapplicable statutory authorities. The Board recommends his re-appointment as JointManaging Director of the Company for a further period of 5 years.
The above re-appointment forms part of the Notice of the Fifty Sixth Annual GeneralMeeting and the relevant Resolution is recommended for your approval.
Mr. Ravi Ghai (DIN: 00074612) Managing Director of the Company was re-appointed bythe Shareholders at the 55th Annual General Meeting of the Company to holdoffice as such for a period of 5 years from 1st April 2017 to 31stMarch 2022.
Mr. Ravi Ghai Managing Director (DIN: 00074612) Mr. Gaurav Ghai Joint ManagingDirector (DIN: 00074857) Mr. Amit Jain Chief Financial Officer and Mrs. KainaazBharucha Company Secretary are the Key Managerial Personnel of your Company inaccordance with the provisions of Section 2(51) 203 of the Companies Act 2013 read withthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time.
(e) DECLARATION OF INDEPENDENCE
All Independent Directors have given necessary declarations that they meet the criteriaof independence as laid down under Section 149(6) of the Companies Act 2013 andRegulation 16(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulation2015.
(f) FAMILIARISATION PROGRAMME
Whenever any person joins the Board of the Company as a Director an inductionprogramme is arranged for the new appointee wherein the appointee is familiarised withthe Company his/her roles rights and responsibilities in the Company the Code ofConduct of the Company to be adhered nature of the industry in which the Companyoperates and business model of the Company.
The details of such familiarisation programmes have been disclosed on the Company'swebsite under the web link: http://www.gravisshospitality.com/invester-relations.html
(g) BOARD EVALUATION
Pursuant to the provisions of the Companies Act 2013 read with Rules issued thereunderand Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations2015 the Board of Directors on recommendation of the Nomination & RemunerationCommittee has evaluated the effectiveness of the Board as a whole the various CommitteesDirectors individually (excluding Director being evaluated) and the Chairman.
(h) DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES
The remuneration paid to the Directors is in accordance with the Nomination andRemuneration Policy formulated in accordance with Section 178 of the Companies Act 2013and Regulation 19 of the Listing Regulations (including any statutory modification(s) orre-enactment(s) for the time being in force). The salient aspects covered in theNomination and Remuneration Policy have been outlined in the Corporate Governance Reportwhich forms part of this Report. The Managing Director & CEO of your Company do notreceive remuneration from any of the subsidiaries of your Company.
The information required under Section 197 of the Companies Act 2013 read withCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect ofDirectors/employees of your Company is set out in Annexure A to this Report.
8. AUDIT COMMITTEE
The Audit Committee of your Company comprises of four Members viz. Mr. Mahendra V.Doshi a Non-Executive Independent Director as the Chairman and Mr. Gulshan Bijlani aNon-Executive Independent Director Mr. Harindra Pal Singh a Non-Executive IndependentDirector and Ms. Mala Todarwal a Non-Executive Non-Independent Director as Members.
9. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
During the year under review Hotel Kanakeshwar Private Limited became a wholly ownedsubsidiary of the Company w.e.f. 1st February 2017.
Graviss Catering Private Limited continues to be a wholly owned subsidiary of yourCompany.
Graviss Hotels and Resorts Private Limited is a Subisidary Company of your Company tothe extent of 99.98%
The Financial Performance of each of the Subsidiaries are detailed below:
| || || || |
(Rs. in Lacs)
|Sr. No. Name of the Subsidiary Company ||Turnover ||Profit / (Loss) Before Tax ||Profit / (Loss) After Tax |
| ||Current Period ||Previous Period ||Current Period ||Previous Period ||Current Period ||Previous Period |
|1. Graviss Hotels and Resorts Limited ||0 ||0 ||1.59 ||(98.49) ||0.84 ||(99.69) |
|2. Graviss Catering Private Limited ||175.87 ||265.41 ||(0.87) ||3.77 ||(0.87) ||(34.21) |
|3. Hotel Kanakeshwar Private Limited ||0.27 ||0 ||(0.76) ||(0.06) ||(0.76) ||(0.06) |
Your Company does not have any Joint Ventures or Associate Companies.
A separate statement containing the salient features of financial statements of allsubsidiaries of your Company is annexed as Annexure B in Form AOC-1 in compliancewith Section 129 and other applicable provisions if any of the Companies Act 2013.
10. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 inaccordance with Section 92 (3) of the Companies Act 2013 read with Companies (Managementand Administration) Rules 2014 are set out herewith as Annexure C.
11. CORPORATE GOVERNANCE
In compliance with the requirements of Chapter IV read with Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate report on CorporateGovernance along with the Auditors' certificate on its compliance forms an integral partof this Report.
12. LISTING OF SHARES
The Company's equity shares are listed on BSE Limited (BSE). Further the applicablelisting fees for the financial year 2017-18 have been paid to BSE Limited.
13. AUDITORS AND THEIR REPORT
(a) STATUTORY AUDITORS
The Members of the Company at its 53rd Annual General Meeting held onSaturday 25th June 2014 had appointed M/s V. Sankar Aiyar & Co.Chartered Accountants (Firm Reg. No: 109208W) as Statutory Auditors of the Company for aterm of five (5) years subject to the ratification of their appointment by the members atevery Annual General Meeting.
A Resolution for ratification of appointment of M/s. V. Sankar Aiyar & Co.Chartered Accountants (Firm Registration No: 109208W) as Statutory Auditors of theCompany for the Financial Year 2017-18 is being placed for the approval of members at theensuing Annual General Meeting. They have confirmed their eligibility to the effect thattheir appointment if ratified and confirmed would be within the prescribed limits underthe Companies Act 2013 and Rules made there under and that they are not disqualified tobe Statutory Auditors of your Company.
As required under Regulation 33 of SEBI (LODR) Regulations 2015 M/s V. Sankar Aiyar& Co. have also confirmed that they hold a valid Certificate of Practice issued bythe Peer Review Board of the Institute of Chartered Accountants of India.
The Auditor's Report for the financial year ended 31st March 2017 does notcontain any qualification reservation or adverse remarks.
(b) COST AUDITORS
As the Companies (Cost Records and Audit) Rules 2013 are not applicable to yourCompany the Company has not appointed any Cost Auditor for the financial year 2016-17.
(c) INTERNAL AUDITORS
M/s. Pipalia Singhal & Associates Chartered Accountants Mumbai were re-appointedas the Internal Auditors of the Company for the financial year 2016-17.
At the Meeting of the Board of Directors of the Company held on 2nd May2017 M/s. Pipalia Singhal & Associates Chartered Accountants Mumbai have beenre-appointed as Internal Auditors for the financial year 2017-18.
The Audit Committee of the Board of Directors Statutory Auditors and the Managementare periodically apprised of the Internal Audit findings and corrective actions are taken.
(d) SECRETARIAL AUDITORS
In terms of Section 204 of the Companies Act 2013 the Board of Directors of yourCompany at its meeting held on 2nd May 2017 has appointed M/s. Martinho Ferrao& Associates Company Secretaries (Certificate of Practice No. 5676) as theSecretarial Auditor to conduct an audit of the secretarial records for the financial year2017-18. Your Company has received consent from M/s. Martinho Ferrao & Associates toact as the auditor for conducting audit of the Secretarial records for the financial yearending 31st March 2018. The Secretarial Audit Report for the financial year ended 31stMarch 2017 is annexed as Annexure D.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
14. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial PersonnelSenior Management and their remuneration including criteria for determiningqualifications positive attributes Independence of a Director and other matters providedunder Section 178(3) of the Act. The Nomination & Remuneration Policy is alsodisplayed on the Company's website under the web link:http://www.gravisshospitality.com/pdf/Policies/Nomination_and_Remuneration_Policy.pdf
15. POLICY ON PREVENTION PROHIBITION AND REDRESSAL OF SEXUAL HARASSMENT AT WORKPLACE
The Company has zero tolerance for sexual harassment at workplace and has adopted aPolicy on Prevention Prohibition and Redressal of Sexual Harassment at the Workplace inline with the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and the Rules there under. The Policy aims to provideprotection to employees at the workplace and prevent and redress complaints of sexualharassment and for matters connected therewith or incidental thereto with the objectiveof providing a safe working environment where employees feel secure.
The Company has not received any complaint of sexual harassment during the financialyear 2016-17.
16. VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism Policy' with an objective to conductits affairs in a fair and transparent manner and by adopting the highest standards ofprofessionalism honesty integrity and ethical behaviour. The Company has establishedmechanism for reporting concerns about unethical behaviour actual or suspected fraudviolation of our Code of Conduct and Ethics.
The Vigil Mechanism Policy may be accessed on the Company's website through thefollowing link:http://www.gravisshospitality.com/pdf/Policies/Policy%20for%20Vigil%20Mechanism.pdf
17. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO
The requirements of disclosure with regard to Conservation of Energy and TechnologyAbsorption in terms of Section 134 of the Companies Act 2013 read with the Companies(Accounts) Rules 2014 are not applicable to the Company since it doesn't own anymanufacturing facility.
Foreign Exchange earned during the Financial Year 2016-2017 in terms of actual inflows:Rs.1337.44 lacs
Foreign Exchange outgo during the Financial Year 2016-2017 in terms of actual outflows:Rs.339.84 lacs
18. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 205A and 205C of the Companies Act 1956dividends pertaining to the financial year 2009-10 amounting to Rs. 70028/- whichremained unpaid or unclaimed for a period of 7 years was transferred by the Company to theInvestor Education and Protection Fund.
Further Interim Dividend declared at the Board Meeting of the Company held on 31stJanuary 2011 and Final Dividend which was declared at the Annual General Meeting of theCompany held on 30th June 2011 which remained unpaid or unclaimed for aperiod of 7 years will be transferred to the Investor Education and Protection Fund by 2ndMarch 2018 and 29th July 2018 respectively. Members who have not encashedtheir dividend warrants for the year 2010-2011 or thereafter are requested to write to theCompany's Registrar and Share Transfer Agents.
19. PUBLIC DEPOSITS
During the financial year 2016-17 your Company has not accepted any deposit within themeaning of Sections 73 and 76 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
20. PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
Details of loans guarantees and investments under the provisions of Section 186 of theCompanies Act 2013 read with the Companies (Meetings of Board and its Powers) Rules2014 as on 31st March 2017 are set out in Note Nos. 9 10 and 27 to theStandalone Financial Statements forming part of this report. The Members are requested torefer to the said Notes for details in this regard.
21. RELATED PARTY TRANSACTIONS
All Related Party Transactions which were entered during the financial year 2016-17were on an arm's length basis and in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with relatedparty(s) as defined under Section 2(76) of the Companies Act 2013 which may have apotential conflict with the interest of the Company at large. Your Company's transactionswith Graviss Hotels and Resorts Limited pertaining to Slump Sale qualify as materialRelated Party Transactions (RPT) under Regulation 23 of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015.
The Board of Directors of the Company have formulated a Policy on dealing with RPTs anda Policy on materiality of Related Party Transactions which is uploaded on the website ofthe Company and can be accessed through the following web link:http://www.gravisshospitality.com/pdf/Policies/Policy%20on%20related%20party%20transaction.pdfThe details of the related party transactions of the Company as required under AccountingStandard - 18 are set out in Note 27 to the Standalone Financial Statements forming partof this Annual Report.
The Form AOC - 2 pursuant to Section 134 (3)(h) of the Companies Act 2013 read withRule 8(2) of the Companies (Accounts) Rules 2014 is set out as Annexure E to thisReport.
22. INTERNAL FINANCIAL CONTROLS
Your Company has in place adequate internal financial controls with reference tofinancial statements. During the year under review such controls were tested and noreportable material weaknesses in the design or operation of the same were observed.
23. RISK MANAGEMENT
Pursuant to Section 134 of the Companies Act 2013 the Company has a Risk ManagementPolicy in place for identification of key risks to its business objectives impactassessment risk analysis risk evaluation risk reporting and disclosures riskmitigation and monitoring and integration with strategy and business planning.
24. SIGNIFICANT/MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant/material orders passed by any of the Regulators or Courts orTribunals impacting the going concern status of your Company or its operations in future.
25. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY
There were no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year of the Company to whichthe Financial Statements relate and date of this report.
26. CHANGE IN NATURE OF BUSINESS
During the year under review there were no changes in the nature of business of theCompany.
27. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act 2013 the Directors confirm that:
(a) In the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
(b) accounting policies have been selected and applied consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of your Company as at 31st March 2017 and of theloss of the Company for the financial year ended 31st March 2017;
(c) proper and sufficient care has been taken 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;
(d) the annual accounts have been prepared on a going concern basis;
(e) proper internal financial controls laid down by the Directors were followed by theCompany and that such internal financial controls are adequate and were operatingeffectively and;
(f) proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
Your Directors wish to express their appreciation and gratitude to all the employees atall levels for their hard work dedication and cooperation during the year.
Your Directors wish to express their sincere appreciation for the excellent support andco-operation extended by the Company's shareholders customers bankers suppliersregulatory and Government authorities and all other stakeholders.
| ||For and on behalf of the Board of Directors |
| ||For GRAVISS HOSPITALITY LIMITED |
| ||Ravi Ghai |
|Place: Mumbai ||Chairman |
|Date: May 2 2017. ||(DIN: 00074612) |