Hotel Rugby Ltd.
|BSE: 526683||Sector: Services|
|NSE: HOTELRUGBY||ISIN Code: INE275F01019|
|BSE LIVE 14:11 | 21 Sep||Stock Is Not Traded.|
|NSE 09:54 | 11 Oct||3.00||
|Mkt Cap.(Rs cr)||5|
|Mkt Cap.(Rs cr)||4.80|
Hotel Rugby Ltd. (HOTELRUGBY) - Director Report
Company director report
The Board of Directors of the Company take pleasure in presenting the 24th AnnualReport along with the Audited Accounts for the Financial Year ended 31st March 2015.
1. Financial Results of The Company
The Financial performance of the Company for the Financial Year ended 31st March 2015is summarized below: -
(Rs. in Lacs)
2. Transfer to Reserves:
In view of Losses incurred during the year and due to accumulated losses of earlieryears the Company had not transferred any amount to the Reserves.
The Company has not carried out any Business activities during the year. Your Directorsare considering various avenues & options for the activities to be undertaken. TheCompany has earned the income by way of Interest & Dividend.
4. Dividend WOW
In view of the losses during the year and accumulated losses of earlier years yourDirectors express their inability to declare dividend for the year under review.
5. Public Deposit
The Company has neither invited nor accepted any Public Deposit within the meaning ofthe Section 73 and Section 76 of the Companies Act 2013 and rules made framed thereunder during the year under review. There are no unpaid and unclaimed deposits at the endof Financial Year 2014-15. Further there was no default in repayment of Deposits andpayment of interest thereon during the year.
6. Subsidiaries Associate and.Joint Venture Companies:
The Company does not have Subsidiary Associate and Joint Venture Companies.
7. Extracts of the Annual Return of the Company:
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return as at 31st March 2015 in the prescribed form MGT - 9 forms part of thereport and is annexed as Annexure I to this report.
8. Number of meetings of the Board/Committees of Board:
During the Financial Year 2014-15 five (5) Board Meetings were convened and held(excluding meeting of Independent Directors). The intervening gap between the Meetings waswithin the period prescribed under the Companies Act 2013 and the Listing Agreement. '
The Board of Directors has constituted four committees namely - Audit CommitteeNomination & Remuneration Committee Stakeholders' Relationship Committee andCorporate Social Responsibility Committee which enables the Board to deal with specificareas/activities that need a closer review and to have an appropriate structure to assistin the discharge of their responsibilities. The details of the composition of the AuditCommittee Nomination & Remuneration Committee Stakeholders' Relationship Committeeand their respective terms of reference are included in the Corporate Governance Reportforming part of the Annual Report. The Board Committees meet at regular intervals andensure to perform the duties and functions as entrusted upon them by the Board.
The details of the Board meetings held during the year and that of Audit CommitteeNomination & Remuneration Committee Stakeholders' Relationship Committee are also setout in the Corporate Governance Report forming part of the Annual Report.
9. Details about Directors and KMPs who were Appointed/Resigned during the' FinancialYear i) Details of Directors
ii) Details of KMPs
10. Directors Retiring by Rotation
In accordance with the provisions of the Companies Act 2013 Mr. Mahendra Thacker (DIN-01405253) Director of the Company retires by rotation and offers himself forre-appointment.
11. A Statement on declaration given by Independent Directors
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013.
12. Directors Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c)of the Companies Act 2013
(a) that in the preparation of the annual financial statements for the year ended March312015 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as on 31st March 2015 and of the lossfor that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
The Company's Auditors M/s. R. Kabra & Co. Chartered Accountants Mumbai(FRN-104502W) were appointed at the 23rd Annual General Meeting (AGM) held on 30.09.2014for a period 3 (Three) years i.e. from the Conclusion of 23rd AGM until the conclusion of26th AGM subject to ratification by Members at every subsequent AGM. However M/s. R.Kabra & Co. Chartered Accountants Mumbai (FRN-104502W) vide their letter dated10.07.2015 had expressed their inability to continue as the Statutory Auditors of theCompany from the conclusion of the 24th AGM of the Company Financial Year due to otherpre-occupation. Therefore your Directors approached M/s. R. K. Patni &Co.Chartered Accountants Mumbai (FRN-131257W) who had expressed their willingness andeligibility to act as Statutory Auditors of the Company and also furnished the Certificatecertifying that they fulfil the criteria pursuant to Section 141 of the Companies Act2013. Accordingly on recommendation of the Audit Committee and subject to approval of theMembers they were appointed as the Statutory Auditors of the Company to hold office fromthe conclusion of this AGM till the conclusion of 29th AGM subject to ratification byMembers at every subsequent AGM on such Remuneration as may be decided by the Board ofDirectors of the Company.
14. Internal Auditors Internal Control System and their Adequacy:
Pursuant to provisions of Section 138 of the Companies Act 2013 and relevant Rulesframed thereunder the Company has appointed M/s M. H. Dalai & Associates CharteredAccountants Mumbai (Firm Registration Number - 112449W) as Internal Auditors of theCompany for the Financial Year 2014-15. The Internal Auditors are require to report to theAudit Committee of the Board after conducting comprehensive audit of operations of theCompany.
In order to attain the corporate objectives strict internal controls systems wereimplemented across the organisation. The Audit Committee reviews adequacy andeffectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations on regular basis. The audit function maintains itsindependence and objectivity while carrying out assignments. It evaluates on a continuousbasis the adequacy and effectiveness of internal control mechanism. The function alsoproactively recommends improvement in policies and processes suggests streamlining ofcontrols against various risks. Your Company has laid down set of standards processes andstructure which enables it to implement internal financial control across the Company andensure that the same are adequate and operating effectively.
15. Policies on appointment and remuneration including criteria for determiningqualifications positive attributes independence of a Director and other matters providedunder sub-section (3) of section 178:
The Company has a Nomination and Remuneration Policy formulated in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules framed thereunder and as amended from time to time. The policy shall apply to all Directors(Executive Non Executive & Independent) Key Managerial Personnel and SeniorManagement. The Policy laid down the roles of the Committee criterion for appointment ofDirectors Key Managerial Personnel and Senior Management and parameters for determiningthe remuneration of Directors Key Managerial Personnel Senior Management and otheremployees.
16. Whistle Blower Policy:
Pursuant to-the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 and Clause 49of the Listing Agreement the Company has adopted a Whistle Blower Policy which providesfor a vigil mechanism that encourages and supports its Directors/Committee Members andemployees to report instances of unethical behaviour actual or potential fraud orviolation of the Company's Code of Conduct or Ethics policy. It also provides for adequatesafeguards against victimization of persons who use this mechanism and direct access tothe Chairperson of the Audit Committee in exceptional cases.
17. Corporate Social Responsibility:
Though the provisions of Section 135 of The Companies Act 2013 and Rules framed thereunder regarding Corporate Social Responsibility are not applicable to the Company theCompany has framed the Corporate Social Responsibility (CSR) Committee as per therequirement of Companies Act 2013 which consists of Mr. Mahendra Thacker (ExecutiveDirector) Mrs. Darshana Thacker (Non-Executive Director) and Mr. Ashok Kadakia(Independent Director). The Company believes that Corporate Social Responsibility (CSR) is'the continuing commitment for improving the quality of life of the society at large'.
18. Reservation and qualification on Auditor Report.
Regarding qualification made by the Auditors in their Report on Note no. 21 of Accountsand point no. (i)(c) of Annexure to Auditors' Report w.r.t. Going Concern Concept westate as under: The Company is having liquid funds and is looking for some good avenue ofbusiness. The Company has invested most of its liquid funds on short term basis so thatfunds can be available whenever required.
The qualifications made in the Auditor's Report are self-explanatory and therefore donot call for any further comments.
19. Details in respect of frauds reported by Auditors pursuant to section 143(12) ofthe Companies Act 2013:
During the year under review there were no incidences of fraud reported by Auditors.
20. Secretarial Audit report given by Company Secretary in practice:
Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s Sanjay Dholakia & Associates Company SecretariesMumbai to undertake the Secretarial Audit of the Company. The Report of the SecretarialAudit Report is annexed as Annexure II to this Report. The said report does notcontain any qualification reservation or adverse remarks.
21. Disclosures relating to Loans Guarantees or Investments made by company undersection 186.
During the year under review the Company had not given any Loans and Guarantees. Thedetails of Investments made by the Company as covered under the provisions of Section 186of the Companies Act 2013 are duly mention in the Notes to Accounts forming the part ofAnnual Financial Statements for the year ended 31st March 2015.
22. Particulars of contracts or arrangements with related parties referred to insub-section(1) of section 188:
There were no Related Party Transactions during the year under review.
23. Corporate Governance Report and Management Discussions and Analysis:
Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges a separate sectiontitled 'Report on Corporate Governance' and 'Management Discussion Analysis (as perAnnexure - III)' forms part of this Annual Report.
The Report on Corporate Governance also includes certain disclosures that are requiredas per Companies Act 2013. Auditors' Certificate confirming compliance with theconditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreementalso forms part of this Annual Report.
24. Material changes and commitments if any affecting the financial position ofthe company which have occurred between the end of the Financial Year Financial Year ofthe company to which the financial statements relate and the date of the reporj:
In terms of the information required under Sub-section (3)(l) of Section 134 it is tobe noted that there are no material Changes and commitments affecting the financialposition of the company have occurred between the end of the Financial Year of thecompany to which the financial statements relate and the date of the report. <
25. Conservation of energy & technology absorption and Foreign exchange earningsand Outgo.
A. Since the Company does not carry any manufacturing activities particulars to bedisclosed with respect to Conservation of energy & technology absorption under Section134(3) (m) qf Companies Act 2013 read with Companies (Accounts) Rules 2014 are notapplicable.
B. During the year under review there has been no earnings and outgo in foreignexchange.
26. Disclosures about annual performance evaluation by the Directors of the Companyof its own and committees and Individual Directors
The Nomination and Remuneration Committee laid down the criteria for performanceevaluation of Directors including Independent Directors Board of Directors and Committeesof the Board. The criteria for performance evaluation covers the areas relevant to theirfunctioning as independent directors or other directors member of Board or Committees ofthe Board.
27. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
There were no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operationsexcept the following:
Revocation of Suspension of trading of equity:
During the Financial Year Company has paid Rs. 2471920 to BSE Ltd towards Revocationof Suspension in trading of equity shares on BSE on 02.06.2014. In October 2014 BSE Ltdhas revoked the suspension on trading of the equity Shares of the Company. Accordingly nowthe Company's Equity shares can be traded on BSE alongwith NSE.
28. Information in terms of under Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel Rules 2014)
The information pertaining to Rule 5 of the Company (Appointment and Remuneration ofManagerial Personnel Rules 2014) is given as below:
(i) the ratio of the remuneration of each Director to the median remuneration of theEmployees of the company for the Financial Year is not required to be mentioned as therewere no employees in the Company during the year under review;
(ii) during the year under review no remuneration Was paid to Directors of theCompany. The salary of Rs. 25000/- p.m. was paid to Mr. Suhas Pawar Company Secretary ofthe Company for a period of two months. Mr. Rajesh Parikh and Mr. Mahendra Thacker wereappointed as Chief Financial Officer and Chief Executive Officer respectively w.e.f.31.03.2015. There was no Manager in the Company;
(iii) the details w.r.t. the percentage increase in the median remuneration ofemployees in the Financial Year is not required to be given as there were no employees inthe Company during the year under review;
(iv) there were no permanent employees during the year under review;
(v) the explanation on the relationship between average increase" in remunerationand company performance is not required to be given as there were no employees during theyear under review;
(vi) Mr. Suhas Pawar was appointed as Company Secretary of the Company as all Companieshaving paid up capital of Rs. 5 Crores or more are required to appoint Whole-Time CompanySecretary in employment.
(vii) variations in the market capitalization of the company price earnings ratio asat the closing date of the current Financial Year and previous Financial Year andpercentage increase over decrease in the market quotations of the shares of the companyin comparison to the rate at which the company came out with the last public offer in caseof listed companies:
(viii) the details w.r.t. average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last Financial Year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof is not required to be given as there were no employees in the previous FinancialYear and during the year under review and no managerial remuneration was paid;
(ix) the details w.r.t. the key parameters for any variable component of remunerationavailed by the Directors is not required to be given as no remuneration was paid to theDirectors;
(x) the details w.r.t the ratio of the remuneration of the highest paid Directortothat of the Employees who are not directors but recejve remuneration in excess of thehighest paid director during the year is not required to be given as no remuneration waspaid to Directors and there were no employees during the year under review; and
(xi) the details w.r.t. affirmation that the remuneration is as per the remunerationpolicy of the company is not required to be given as there wene no employees and noremuneration was paid to Directors. Further Remuneration paid to Mr. Suhas Pawar CompanySecretary of the Company was paid as per the Remuneration Policy of the Company.
29. Risk Management:
Your Company recognized that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner there are no risks which in theopinion of the board affect the company operations on going concern basis. The Boardperiodically reviews the risks & measures are taken for mitigation.
30. Prevention of Sexual Harassment:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed thereunder. No complaints werereceived during the year under the said policy.
The Directors gratefully acknowledge all stakeholders of the Company viz. Members andbanks for the excellent support received from them during the year. The Directors place onrecord their sincere appreciation to all employees of the Company for their unstintedcommitment and continued contribution to the Company.
HOTEL RUGBY LIMITED Form No. MGT-9
EXTRACT OF ANNUAL RETURN
As on the Financial Year ended on March 312015
[Pursuant to section 92(3) of the Companies Act 2013'and rule 12(1) of the Companies
(Management and Administration) Rules 2014]
I. REGISTRATION AND OTHER DETAILS:
i) CIN: -L55101MH1991PLC063265
ii) Registration Date-16/09/1991
iii) Name of the Company: HOTEL RUGBY LIMITED
iv) CATEGORY OF THE COMPANY: [PL. TICK]
(1) Public Company- /
(2) Private company-
SUB CATEGORY QF THE COMPANY: -[PLEASE TICK WHICHEVER ARE APPLICABLE]
1) Government Company-
2) Small Company-
3) One Person Company-
4) Subsidiary of Foreign Company-
6) Guarantee Company-
7) Limited by shares - /
8) Unlimited Company-
9) Company having share capital - /
10) Company not having share capital-
11) Company Registered under Section 8-
v) Address of the Registered Office and contact details
vi) Whether Shares Listed On Recognized Stock Exchange(S) - Yes
Name of the Stock Exchange/s :-1) BSE Ltd. 2) National Stock Exchange of India Ltd.
vii) Name Address and Contact details of Registrar and Transfer Agent if any Name ofRegistrar & Transfer Agents: M/s. Link Intime India Pvt. Ltd.
II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY :-
During the year the Company did not carried out any business activities. The income ofthe Company cbmprises of other income inter alia consisting of Interest on Inter CorporateDeposits Profit on sale of Mutual Funds etc.
III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES
IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)i) Category-wise Share Holding
ii) Shareholding of Promoters
iii) Change in Promoters' Shareholding :
Note:- There was no change in Promoters' Shareholding during the Financial Year2014-15.
iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRsandADRs):
v)Shareholding of Directors and Key Managerial Personnel:
Note : There was no change in shareholding of Directors. Mr. Suhas Pawar who wasappointed and resigned as Company Secretary of the Company during the year under reviewwas not holding any shares of the Company.
Indebtedness of the Company including interest outstanding/accrued but .not due forpayment:
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:
(A) None of the Directors of the Company were paid Remuneration during the year underreview.
(B) Remuneration to Key Managerial Personnel Other than ManagingDirector/Manager/Whole-Time Director:
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES (Under the Companies Act): NIL
Form No. MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st March 2015
[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]
HOTEL RUGBY LIMITED
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by HOTEL RUGBY LIMITED(hereinafter called the company). Secretarial Audit was conducted in a manner thatprovided me a reasonable basis for evaluating the corporate conducts/statutory compliancesand expressing my opinion thereon.
Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March 2015 complied with thestatutory provisions listed.hereunder and also that the Company has proper Board-processesand compliance-mechanism in place to the extent in the manner and subject to thereporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March 2015according to the provisions of;
(i) The Companies Act 2013 (the Act) and the rules made thereunder;
(ii) The Securities Contracts (Regulation) Act 1956 ('SCRA') and the rules madethereunder;
(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv) Foreign Exchange Management Act 1999 and the rules and regulationsmade.thereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings; The same is not applicable as there were no transactionsduring the year under review.
(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act');
(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;
(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009; There were no further issue of securities during the yearunder review
(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; There were no ESOPS issued during theyear under review.
(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008; There were no debts were raised during the year under review.
(f) The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; There were no proposals for delisting of its Equity shares during theyear under review.
(h) The Securities and Exchange Board of.India (Buyback of Securities) Regulations1998; There were no Buy Back of its Equity shares during the year under review.
(vi) As per Management representation letter there are no specific laws applicable toCompany.
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India. Thesame was not notified till 31st March 2015
(ii) The Listing Agreements entered into by the Company with the. Stock Exchange(s) ifapplicable: -The Company has complied with the various provisions of Listing Agreementwith BSE where the securities of the Company is Listed except Appointment of CompanySecretary as Compliance Officer under clause 47(a) of Listing Agreement.
During the period under review the Company has generally complied with the provisionsof the Act Rules Regulations and Guidelines mentioned above.
I further report that
Pursuant to the provisions of Section 203 of the Companies Act 2013 Company does nothave Company Secretary (CS) as on 31st March 2015.
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions Of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decisions of the Board are carried out unanimously as recorded in the minutesof the meetings of the Board of Directors.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period the Company has no specificevents/actions having a major bearing on the Company's affairs in pursuance of thereferred laws rules regulation guidelines standards etc. referred to herein aboveexcept that in October 2014 the Bombay Stock Exchange Limited has revoked the suspensionof Trading of the Equity Shares of the Company. Accordingly Equity shares of the Companycan now be traded on BSE along with NSE.
This Report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this Report.
For SAN JAY DHOLAKIA & ASSOCIATES
Practising Company Secretary
Membership No. 2655 /CP No. 1798
Date: 10th August 2015
HOTEL RUGBY LIMITED
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.
2. I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial record. Theverification was done on test basis to ensure that the correct facts are reflected insecretarial records. I believe that the practices and processes we followed provide areasonable basis for our opinion.
3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
4. Where ever required we have obtained management representation about the complianceof laws rules regulations norms standards and happening of events.
5. The compliance of the provisions of Corporate and other applicable laws rulesregulations norms and standards is the responsibility of management. Our examination waslimited to the verification of procedure on test basis.
6. The secretarial audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.
7. I have reported in our audit report only those non-compliance especially inrespect of filing of applicable forms/documents which in our opinion are material andhaving major bearing on financials of the Company.
For SAN J AY DHOLAKIA & ASSOCIATES
Practising Company Secretary
Membership No. 2655 /CP No. 1798
Date: 10th August 2015