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KDJ Holidayscapes & Resorts Ltd.

BSE: 530701 Sector: Services
NSE: N.A. ISIN Code: INE089E01025
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Mkt Cap.(Rs cr) 37
Buy Price 6.70
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Sell Qty 0.00
OPEN 6.70
CLOSE 6.57
VOLUME 5
52-Week high 6.70
52-Week low 5.71
P/E
Mkt Cap.(Rs cr) 37
Buy Price 6.70
Buy Qty 95.00
Sell Price 0.00
Sell Qty 0.00

KDJ Holidayscapes & Resorts Ltd. (KDJHOLIDAY) - Director Report

Company director report

The Members

Your Directors are pleased to present the Twenty Fourth Annual Report of the Companyboth on Standalone and Consolidated basis together with the Audited Financial Statementsfor the F.Y. ended 31st March 2017.

1. FINANCIAL RESULTS

(Amount in ')

Particulars

2016-17

2015-16

2016-17

2015-16

Consolidated

Standalone

Operational and other Income

3239642

6905507

3204633

6314886

Profit/((Loss) before Tax

(33319197)

(50757287)

(12525800)

(19717888)

Less: Tax expenses (includes provision for deferred tax asset/liability)

(6828837)

(806167)

(1849485)

(92054)

Profit/(Loss) after Tax

(26490360)

(49951120)

(10676315)

(19625834)

The Consolidated Statements provide the results of KDJ Holidayscapes and ResortsLimited together with

its subsidiaries.

2. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 (hereinafter referred to as "theAct") forms an integral part of this Report as "Annexure A".

3. MEETINGS OF THE BOARD

During FY 2016-17 6 (Six) Board Meetings were held by the Company on 04thApril 2016 13th June 2016; 6th October 2016; 24thOctober 2016; 14th November 2016 and 14th February 2017. Theintervening gap between the meetings was as prescribed under the Companies Act 2013 andRegulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations2015. The number of Committee Meetings held during the FY 2016-17 forms part of theCorporate Governance Report.

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions contained in Section 134(3)(c) & 134(5) of the CompaniesAct 2013 your Directors confirm that:

(a) In the preparation of the annual financial statements the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;

(b) Such accounting policies as mentioned in Notes to the Financial Statements havebeen selected and applied consistently and judgments have been made that are reasonableand prudent so as to give a true and fair view of the state of affairs of the company asat 31st March 2017 and of the Loss of the company for the year ended on thatdate;

(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 financial statements have been prepared on a going concern basis;

(e) Proper internal financial controls were in place and that the financial controlswere adequate and were operating effectively.

(f) Systems to ensure compliance with the provisions of all applicable laws and thatsuch systems were adequate and operating effectively.

5. DIRECTORS

In accordance with the provisions of Section 152 of the Act and that of Articles ofAssociation of the Company Mr. Surendra Kedia (DIN: 00116205) Director of the Companyretires by rotation at ensuing Annual General Meeting of the Company and being eligiblehas offered himself for re-appointment.

The Company has received declaration from the Independent Director confirming that shemeets with the criteria of independence as laid down under Section 149 (6) of theCompanies Act 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015.

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 brief resume of the Director proposed to bere-appointed is given in the Notice convening Twenty Fourth Annual General Meeting.

6. NOMINATION AND REMUNERATION POLICY

Pursuant to Provisions of Section 178 of the Companies Act 2013 and Regulation 19 ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 and on therecommendation of the Nomination & Remuneration committee the Board has adopted policyfor selection and appointment of Directors Senior Management and their remuneration. Thedetails of Remuneration Policy is stated in the Corporate Governance Report.

7. AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act 2013 and the rulesframed thereunder M/s. ASL & Co. Chartered Accountants Mumbai (FRN 101921W)Statutory Auditors of the Company retire at the conclusion of ensuing Annual GeneralMeeting and offer themselves for reappointment.

The Company has also received letter from M/s. ASL & Co. Chartered AccountantsMumbai (FRN 101921W) to the effect that they are willing to continue as Statutory Auditorsand their re-appointment if made would be within the limits prescribed under Section 139and 142 of the Companies Act 2013. Audit Committee and the Board of Directors recommendsreappointment of M/s. ASL & Co. Chartered Accountants as Statutory Auditors of theCompany for the FY 2017-18 who shall hold office from conclusion of the Annual GeneralMeeting of the Company to be held in the FY 2018-19.

8. MANAGEMENT REPLY TO THE REMARKS IN STATUTORY AUDITOR'S REPORT

The Board of Directors have examined the Auditor's Report and in response to theremarks made by Auditor the responses are given below:

No. Auditor's Remark/ Observation Basis for Qualified Opinion (Standalone) Management Reply
1. Note No. 1(J) regarding non-provision of gratuity and leave encashment as required by Accounting Standard 15 (AS 15) relating to Employees Benefits. We are unable to comment upon the resultant effect on Liabilities and Profit of the year as the amount of such benefit is presently not ascertainable; With reference to the observations made by the Auditors in their Report regarding Non-Provision of Gratuity Directors wish to state that the Company is required to make Provision of Gratuity based on Actuarial Valuation. This exercise is very complicated and also the Company could not find a suitable person for making actuarial valuation at reasonable cost. Therefore no provision has been made.
2. Note No. 29 regarding accounting of Deferred Revenue expenses which is not in accordance with Accounting Standard - 26 "Intangible Assets" notified under the Act. Due to this Loss for the year is higher by ' 762236/- with consequential effect on Reserves & Surplus; the Other Non-Current Assets are higher by ' 3048943 /-; the Other Current Assets are higher by ' 762236/-; During the financial year ended 31st March 2012 the Company has incurred certain expenses amounting to ' 7622358 for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amortised over a period of 10 years. During the year as per the accounting policy followed consistently the Company has amortized 1/10th of the expense amounting to ' 762236 and debited the same to the Profit and Loss Account of the current year. As on 31st March 2017 unamortized portion of these expenses amounting to ' 4573415/- have been reflected as "Deferred revenue expenditure" in Note 12 & Note 17 of the financial statements.
3. Note No. 33 regarding non-provision for diminution in the value of Investment in Subsidiaries We are unable to comment upon the resultant effect on Assets and Profit for the year as the amount of such erosion in value is presently not ascertainable; Based on the latest Financial Statements of the subsidiaries the value of investments in Subsidiaries stands substantially eroded actual amount of diminution in value is not ascertainable.

The Board of Directors are of the opinion that these investments were made with long term perspective in mind and such diminution in value in value is of temporary nature hence no provision has been made for the possible losses on account of the same.

No. Auditor's Remark/ Observation Basis for Qualified Opinion (Standalone) Management Reply
4. Note No. 35 (i) regarding non provision of advances considered doubtful of recovery of ' 136879936/-. Due to this Loss for the year is lower with consequential effect on Reserves & Surplus and Long Term loans and advances are higher by ' 136879936/-; and also Note No. 35

(ii) regarding non accounting of interest accrued on such loans due to uncertainty of realisation amount not ascertained;

The Board of Directors of the company believe these advances are recoverable in nature and therefore management has not made any provision of advances considered doubtful of recovery.
5. Note No. 36 regarding non provision of trade receivables considered doubtful of recovery of ' 2547200/- Due to this loss for the year is lower with consequential effect on Reserves & Surplus and Trade Receivables are higher by ' 2547200/-. The Board of Directors of the company believe these trade receivables are recoverable in nature and therefore management has not made any provision of trade receivables considered doubtful of recovery.
Basis for Qualified Opinion (Consolidated)
1. Note No. 1(J) regarding non provision of gratuity and leave encashment as required by Accounting Standard 15 relating to Employees Benefits. We are unable to comment upon the resultant effect on the Liabilities and Profit for the year as the amount of such benefit is presently not ascertainable With reference to the observations made by the Auditors in their Report regarding Non-Provision of Gratuity Directors wish to state that the Company is required to make Provision of Gratuity based on Actuarial Valuation. This exercise is very complicated and also the Company could not find a suitable person for making actuarial valuation at reasonable cost. Therefore no provision has been made.
2. Note No. 31(a) regarding amortization of Deferred Revenue expenses by the Holding Company which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this the Loss for the year is higher by ' 762236/- the Other Non Current Assets are higher by ' 3811179/-; the Other Current Assets are higher by ' 762236/-; with consequential effect on Reserves & Surplus During the financial year ended 31st March 2012 the Holding Company has incurred certain expenses amounting to ' 7622358 for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amortised over a period of 10 years. During the year as per the accounting policy followed consistently the Company has amortized 1/10th of the expense amounting to ' 762236 and debited the same to the Profit and Loss Account of the current year. As on 31st March 2017 unamortised portion of these expenses amounting to ' 4573415/- have been reflected as "Deferred revenue expenditure" in Note 13 & Note 18 of the financial statements.
No. Auditor's Remark/ Observation Basis for Qualified Opinion (Consolidated) Management Reply
3. Note No. 31(b) regarding amortization of Deferred Revenue expenses by a subsidiary company which are not in accordance with Accounting Standard -26 "Intangible Assets" as notified under the Act. Due to this the Loss for the year is higher by ' 2496302/- the Other Current Assets are higher by ' 2403609/- with consequential effect on Goodwill on Consolidation. During the earlier years one of the Subsidiaries of the Company KDJ Hospitality Private Limited have incurred certain expenses amounting to ' 12578391/- for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amortised over a period of 5 years. During the year as per the accounting policy followed consistently the Company has amortized 1/5th of the expense amounting to ' 2403609 and debited the same to the Profit and Loss Account of the current year. Refer Note 18 of the financial statements.
4. Note No. 32 (a) regarding amortization of Pre-operative expenses which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this the Loss for the year is higher by ' 271216/-; the Other Current Assets are higher by ' 138485/- with consequential effect on Reserves & Surplus; During the financial year ended 31st March 2011 the Holding Company has incurred certain expenses amounting to ' 952127/- for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amortised over a period of 5 years. During the year as per the accounting policy followed consistently the Company has amortized 1/5th of the expense amounting to ' 138485/- and debited the same to the Profit and Loss Account of the current year. As on 31st March 2017. Refer Note 23 of the financial statements.
5. Note No. 32(b) regarding amortization of Preoperative expenses which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this the Loss for the year is lower by ' 142202532/- with consequential effect on the value of Minority Interest; the Other Non-Current Assets are higher by ' 142202532/-. During the earlier years one of the Subsidiaries of the Company have incurred certain expenses amounting to ' 142202532/- for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amortised over a period of 5 years. As on 31st March 2017 unamortised portion of these expenses amounting to ' 142202532/- have been reflected as "Deferred revenue expenditure" in Note 13 of the financial statements.
No. Auditor's Remark/ Observation Basis for Qualified Opinion (Consolidated) Management Reply
6. Note No. 36 regarding non provision for diminution in the value of Investment in subsidiaries we are unable to comment upon the resultant effect on the Consolidated Financial Statements as the amount of such erosion in value is presently not ascertainable Based on the latest Financial Statements of the subsidiaries the value of investments in Subsidiaries stands substantially eroded actual amount of diminution in value is not ascertainable.

The Board of Directors of the Holding company are of the opinion that these investments were made with long term perspective in mind and such diminution in value in value is of temporary nature hence no provision has been made for the possible losses on account of the same.

7. Note No. 39 regarding non provision of trade receivables considered doubtful of recovery of ' 2547200/- Due to this Loss for the year is lower with consequential effect on Reserves & Surplus and Trade Receivables are higher by ' 2547200/-. The Board of Directors of the Company believe these trade receivables are recoverable in nature and therefore management has not made any provision of trade receivables considered doubtful of recovery.

9. SECRETARIAL AUDITOR'S AND AUDIT REPORT:

Mrs. Priyanka Dhanuka Practicing Company Secretary has been appointed as theSecretarial Auditor of the Company for Financial Year 2016-17 and has issued SecretarialAudit Report for the Financial Year 2016-17 pursuant to provisions of Section 204 of theCompanies Act 2013 read with Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 which is annexed as "Annexure B" and forms part of thisReport.

The Board of Directors have examined the Secretarial Audit Report and in response tothe remarks made by Secretarial Auditor the responses are given below:

No. Auditor's Remark/Observation Management Reply
1. The composition of the Board and its Committees is not as required under the Listing Agreement entered with Stock Exchange/ Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations 2015 as may be applicable With reference to the observations made by the Secretarial Auditors in their Report Directors wishes to state that the Company is looking out for a suitable candidate for the said posts and shall shortly fulfil the requirement.
2. Company has not convened Meeting of its Independent Directors as required under Clause 49 of the Listing Agreement/ Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations 2015 as may be applicable With reference to the observations made by the Secretarial Auditors in their Report Directors wishes to state that by virtue of point 1 above (reply given thereat).
No. Auditor's Remark/Observation Management Reply
3. None of the Independent Directors of the Company have been appointed on the Board of Subsidiary Companies With reference to the observations made by the Secretarial Auditors in their Report Directors wishes to state that the Company Shall shortly comply with the said requirement
4. There being no Company Secretary in the Company Compliance Officer is acting as the Secretary to the Audit Committee With reference to the observations made by the Secretarial Auditors in their Report Directors wishes to state that the Company Shall shortly comply with the said requirement
5. The Website of the Company is not properly updated in Compliance with the Provisions of The Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations 2015 With reference to the observations made by the Secretarial Auditors in their Report Directors wishes to state that the Company Shall shortly comply with the said requirement
6. Company has delayed in submission of quarterly and year to date standalone financial results for the quarter ended 31st March 2016 and 30th June 2016 as required under Regulation 33(3)(a) of Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations 2015. With reference to the observations made by the Secretarial Auditors in their Report Directors wishes to state that due to system failure the relevant data was lost and therefore said submission was filed delayed.
7. Company has delayed in submission of reconciliation of Share Capital Audit Report for the quarter ended 31st March 2016 and 30th June 2016 as required under Regulation 55A of the Securities and Exchange Board of India (Depositaries and Participants) (Second Amendment) Regulations 2003. With reference to the observations made by the Secretarial Auditors in their Report Directors wishes to state that due to system failure the relevant data was lost and therefore said submission was filed delayed.
8. Company has delayed in submission of Corporate Governance Report for the quarter ended 31st March 2016 and 30th June 2016 as required under Regulation 27(2) of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations 2015. With reference to the observations made by the Secretarial Auditors in their Report Directors wishes to state that due to system failure the relevant data was lost and therefore said submission was filed delayed
9. Company has delayed in Submission of Shareholding Pattern for the quarter ended 31st March 2016 and 30th June 2016 as required under Regulation 31 of the Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations 2015. With reference to the observations made by the Secretarial Auditors in their Report Directors wishes to state that due to system failure the relevant data was lost and therefore said submission was filed delayed
No. Auditor's Remark/Observation Management Reply
10. The company has not complied with the provisions of the Section 185 of the Act relating to the Loans to Directors etc; With reference to the observations made by the Secretarial Auditors in their Report Directors wishes to state that substantial amount of Loans are given to related concern only which include Loans to subsidiary Companies wholly owned subsidiary companies. These investment entities have not yet started commercial operations due to various reasons and therefore to meet regular working capital requirement loan was given by holding company.
11. The Company has not complied with the provisions of Section 186 of the Act and has advanced interest free loans to the subsidiaries;
12. The Company has not complied with the Accounting Standard 15 (AS-15) regarding non-provision of gratuity and leave encashment relating to Employee benefits; With reference to the observations made by the Secretarial Auditors in their Report regarding Non-Provision of Gratuity Directors wish to state that the Company is required to make Provision of Gratuity based on Actuarial Valuation. This exercise is very complicated and also the Company could not find a suitable person for making actuarial valuation at reasonable cost. Therefore no provision has been made.
13. The Company has delayed in submission of Share Transfer Agent certificate for the quarter ended 31st March 2016 and 30th June 2016 as required under Regulation 7(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; With reference to the observations made by the Secretarial Auditors in their Report Directors wishes to state that due to system failure the relevant data was lost and therefore said submission was filed delayed
14. The Company has delayed in Submission for Certificate from PCS on Transfer/ Transmission/ Transposition for the quarter ended 31st March 2016 and 30th June 2016 as required under Regulation 40(9) & (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015; With reference to the observations made by the Secretarial Auditors in their Report Directors wishes to state that due to system failure the relevant data was lost and therefore said submission was filed delayed
15. The Company has not appointed Internal Auditor as per Section 138 of the Companies Act 2013 With reference to the observations made by the Secretarial Auditors in their Report Directors wishes to state that the Company Shall shortly comply with the said requirement

10. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186

The details of Loan Guarantees and Investments made by the Company under theprovisions of Section 186 of the Companies Act 2013 are provided in the notes to theFinancial Statements.

11. RELATED PARTY TRANSACTION

All contracts/ arrangements/ transactions entered by the Company during the financialyear with related parties were on arm's length basis and were in the ordinary course ofbusiness and on arm's length basis. As provided under section 134(3)(h) of the Act andRules made thereunder disclosure of particulars of material transactions with relatedparties entered into by the Company with related parties in the prescribed format annexedto this report as "Annexure C".

The details of the transaction with related parties are provided in the accompanyingfinancial statements.

12. SUBSIDIARY

The Company has two subsidiaries i.e. KDJ Hospital Limited and KDJ Hospitality PrivateLimited.

During the year the Board of Directors ('the Board') reviewed the affairs of thesubsidiary. In accordance with Section 129(3) of the Companies Act 2013 the Company hasprepared consolidated financial statements of the Company and its subsidiary which formpart of the Annual Report. Further a statement containing the salient features of thefinancial statement of our subsidiaries in Form AOC-1 (Annexture D) forms part of thefinancial statement attached to this report. The statement also provides the details ofperformance financial positions of each of the subsidiary.

In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiary are available on website of www.holidayescapes.in . These documents will also beavailable for inspection during the business hours at the registered office of theCompany.

The Company's policy on material subsidiary as approved by the Board is uploaded on theCompany's website at "Investors" section.

13. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS Consolidated Performance

Your Company has earned total revenue of INR 2644575/- in FY 2016-17 as compared toINR 5712219/- in FY 2015-16. The (Loss) after tax in FY 2016-17 is INR (26490360)/- ascompared to INR (49951120) in FY 2015-16.

Standalone Performance

Your Company has earned Loss of INR (10676315)/- during the FY 2016-17 as against INR(19625834)/- in the FY 2015-16.

14. AMOUNT TRANSFERRED TO RESERVES

The Board of the Company does not propose to transfer any amount to the reserves forthe FY 2016-17.

15. DIVIDEND

Since the Company has incurred loss the Board of Directors of your Company does notrecommend any Dividend for the FY 2016-17.

16. MATERIAL CHANGES

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the period of the Company i.e. 31st March 2017 towhich these financial statements relate and the date of this report.

17. ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no technology absorption and no foreign exchange earnings or outgo duringthe year under review. Hence the information as required under Section 134(3)(m) of theCompanies Act 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is to beregarded as Nil.

The Company has not entered into any technology transfer agreement.

18. RISK MANAGEMENT POLICY

As part of good corporate governance the Company has adopted Risk Management Policy.

The main objective of this policy is to ensure sustainable business growth withstability and to promote a pro-active approach in reporting evaluating and resolvingrisks associated with the business. In order to achieve the key objective the policyestablishes a structured and disciplined approach to Risk Management in order to guidedecisions on risk related issues.

The Board reviewed the risk trend exposure and potential impact analysis carried outby the management. It was specifically confirmed to the Board by the MD that themitigation plans are finalised and up to date owners are identified and the progress ofmitigation actions are monitored.

19. PREVENTION OF INSIDER TRADING:

As per the provisions of section 195 of the Companies Act 2013 and SEBI (Prohibitionof insider trading) Regulations 2015 the Company has adopted a code of conduct forprevention of insider trading with a view to regulate trading in securities by theDirectors and designated employees of the Company. The Code requires pre-clearance fordealing in the Company's shares and prohibits the purchase or sale of Company shares bythe Directors and the designated employees while in possession of unpublished pricesensitive information in relation to the Company and during the period when the TradingWindow is closed. The Board is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

20. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towardsthis end has adopted a policy in line with the provisions of Sexual Harassment of Womenat Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder.All employees (permanent contractual temporary trainees) are covered under the saidpolicy. An Internal Complaints Committee has also been set up to redress complaintsreceived on sexual harassment.

During the financial year under review the Company has not received any complaintsfrom any of the employees of the Company.

21. PERFORMANCE EVALUATION CRITERIA

Pursuant to the provisions of the Companies Act 2013 and provisions of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 a separate exercise wascarried out to evaluate the performance of individual Directors including the Chairman ofthe Board who were evaluated on parameters such as level of engagement and contributionand independence of judgment thereby safeguarding the interest of the Company. Theperformance evaluation of the Independent Directors was carried out by the entire Board.The performance evaluation of the Chairman and the Non Independent Directors was carriedout by the Independent Directors. The Board also carried out annual performance evaluationof the working of its Audit Nomination and Remuneration as well as StakeholderRelationship Committee. The Directors expressed their satisfaction with the evaluationprocess.

22. SHARE CAPITAL

Authorised Capital of the Company ' 160000000/- divided into 80000000 Equity Sharesof ' 2/- each. Issued Subscribed and Paid-Up Equity Share Capital as on 31stMarch 2017 is ' 109312000/ divided into 54656000/- Equity Shares of ' 2 each.

During the year under review the Company has not issued any shares with differentialvoting rights nor granted any stocks options or sweat equity. As on 31st March2017 none of the Directors of the Company holds instrument convertible into equity sharesof the Company.

23. CORPORATE GOVERNANCE

Pursuant to Regulations 34 read with schedule V of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the following forms part of this Annual Report:

• Management Discussion and Analysis

• Report on Corporate Governance

• Practicing Company Secretary Certificate regarding compliance of conditions ofCorporate Governance

24. COMMITTEES OF THE BOARD

There are currently Three Committees of the Board as follows:

1. Audit Committee

2. Stakeholders' Relationship Committee

3. Nomination & Remuneration Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the Corporate Governance Report.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR

During the period ended 31st March 2017 there has been no further change inthe constitution of Board during the year under review.

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the CompaniesAct 2013 the Report and Accounts are being sent to the Members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the Members at the Registered Office of the Company during business hours onworking days of the Company up to the date of the ensuing Annual General Meeting. If anyMember is interested in obtaining a copy thereof such Member may write to the CompanySecretary in this regard.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behaviour of the company has adopted a vigil mechanismpolicy. This policy can be viewed on the Company's website viz. www.holidayescapes.in inthe "Investors" Section.

29. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for theexcellent assistance and co-operation received from all our Clients FinancialInstitutions Bankers Business Associates and the Government and other regulatoryauthorities and thank all stakeholders for their valuable sustained support andencouragement towards the conduct of the proficient operation of the Company. YourDirectors would like to place on record their gratitude to all the employees who havecontinued their support during the year.

For and on behalf of the Board

Sd/-

Place : Mumbai

Surendra Kedia

Date : 28th August 2017

(Chairman)

DIN: 00116205