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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) 33
Buy Price 0.00
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Sell Price 6.00
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OPEN 6.00
CLOSE 5.95
VOLUME 150
52-Week high 6.86
52-Week low 5.88
P/E
Mkt Cap.(Rs cr) 33
Buy Price 0.00
Buy Qty 0.00
Sell Price 6.00
Sell Qty 100.00

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

Company director report

The Members

Your Directors are pleased to present the Twenty Third Annual Report of the Companyboth on Standalone and Consolidated basis together with the Audited Financial Statementsfor the F.Y. ended 31st March 2016.

1. FINANCIAL RESULTS

(Amount in Rs.)
Particulars 2015-16 2014-15 2015-16 2014-15

Consolidated

Standalone

Operational and other Income 6905507 72775421 6314886 64450032
Profit/((Loss) before Tax (50757287) (29213543) (19717888) 980194
Less: Tax expenses (includes provision for deferred tax asset/liability) (806167) 7347711 (92054) 7334967
Profit/(Loss) after Tax (49951120) (36561254) (19625834) (6354773)

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

its subsidiary.

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 (herein after referred to as "theAct") forms an integral part of this Report as "Annexure A".

3. MEETINGS OF THE BOARD

During FY 2015-16 5 (Five) Board Meetings were held by the Company on 30th May 201513th August 2015 31st August 2015 14th November 2015 and 13th February 2016. 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 2015-16 forms part of theCorporate Governance Report.

4. DIRECTORS'

responsibility statement

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

(a) That in the preparation of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;

(b) That such accounting policies as mentioned in Notes to the Financial Statementshave been selected and applied consistently and judgments have been made that arereasonable and prudent so as to give a true and fair view of the state of affairs of thecompany as at 31st March 2016 and of the loss of the company for the year ended on thatdate;

(c) That 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) That the annual financial statements have been prepared on a going concern basis;

(e) That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively.

(f) That systems to ensure compliance with the provisions of all applicable laws andthat such 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. Madhukar Katragadda (DIN: 01587971) Director of theCompany retires by rotation at ensuing Annual General Meeting of the Company and beingeligible has offered himself for re-appointment.

Further In accordance with the provisions of Section 160 of the Act the Articles ofAssociation of the Company and under Regulation 25 of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 the Board of Directors in their meeting heldon 13th February 2016 appointed Mrs. Shikha Jalan (DIN: 07337893) as Additional Directorto hold office upto the ensuing Annual General Meeting. The Company has received notice inwriting from Shareholder signifying candidature of Mrs. Shikha Jalan's for appointment asNon-Executive Independent Director of the Company.

Since the Company has no independent Directors no declarations confirming to meet withthe criteria of independence as laid down under Section 149 (6) of the Companies Act 2013and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 was received.

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 Third 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

M/s. ASL & Co. Chartered Accountants Mumbai (FRN 101921W) were appointed asstatutory auditors of the Company for a term of five years [i.e. till the conclusion ofAGM to be held in the FY 2019-20] at the Annual General Meeting of the Company held on30th September 2014.

In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual GeneralMeeting. Accordingly the appointment of M/s. ASL & Co. Chartered Accountants Mumbai(FRN 101921W) as statutory auditors of the Company will be place for ratification by theshareholders from the conclusion of ensuing AGM till the conclusion of AGM to be held inthe FY 2017-18. In this regard the Company has received a certificate from the auditorsto the effect that if they are reappointed it would be in accordance with the provisionsof Section 141 of the Companies Act 2013.

8. MANAGEMENT REPLY TO THE REMARKS IN AUDITORS' REPORT

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

No. Auditors' 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 ' 3811179/-; 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 2016 unamortised 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. 30 regarding accounting of Pre-operative expenses which is not in accordance with Accounting Standard -26 "Intangible Assets" as notified under the Act. Due to this Loss for the year is higher by ' 138485/- with consequential effect on Reserves & Surplus. During the financial year ended 31st March 2011 the 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 ' 138481/- and debited the same to the Profit and Loss Account of the current year. Refer Note 23 of the financial statements.
No. Auditors' Remark/ Observation Basis for Qualified Opinion (Standalone) Management Reply
4. Note No. 34 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 of 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 dimunition 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 dimunition in value in value is of temporary nature hence no provision has been made for the possible losses on account of the same.

5. Note No. 36 (i) regarding non provision of advances considered doubtful of recovery of ' 138195403/-. Due to this Loss for the year is lower with consequential effect on Reserves & Surplus and Long Term loans and advances are higher by ' 138195403/-; and also Note No. 36 (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.
6. Note No. 37 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.
No. Auditors' Remark/ Observation Basis for Qualified Opinion (Standalone) Management Reply
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 2016 unamortised portion of these expenses amounting to ' 4573415/- have been reflected as "Deferred revenue expenditure" in Note 13 & Note 18 of the financial statements.
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 2016. Refer Note 23 of the financial statements.
5. Note No. 32(b) 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 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 2016 unamortised portion of these expenses amounting to ' 142202532/- have been reflected as "Deferred revenue expenditure" in Note 13 of the financial statements.
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 prespective 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 AUDITORS' AND AUDIT REPORT

Mr. Rohit Singhi Practising Company Secretary has been appointed as the SecretarialAuditor of the Company for Financial Year 2015-16 and has issued Secretarial Audit Reportfor the Financial Year 2015-16 pursuant to provisions of Section 204 of the Companies Act2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 which is annexed as "Annexure B" and forms part of this Report.

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. Auditors' Remark/Observation Management Reply
1. Company has not appointed Internal Auditor Shall shortly comply
2. Company has not appointed Company Secretary and Chief Financial Officer The Company is on look out of a suitable candidate for the posts and shall appoint one as soon as possible
3. The composition of the Board and its Committees is not as required under the provisions of the Companies Act 2013 and also the Listing Agreement entered with Stock Exchange/ Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations 2015 as may be applicable. The Company is on look out of a suitable candidate for the posts and shall shortly fulfill the requirement.
4. 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; By virtue of point 3 above (reply given thereat)
5. None of the Independent Directors of the Company have been appointed on the Board of Subsidiary Companies. Shall shortly comply
6. There been no Company Secretary in the Company Compliance Officer is acting as the Secretary to the Audit Committee Shall shortly comply
7. The Website of the Company is not properly updated in Compliance with the Provisions of the Companies Act 2013 and The Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations 2015. Shall shortly comply
8. 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.
9. Company has not complied with the provisions of the Section 185 of the Companies Act 2013 relating to the Loans to Directors etc. Substantial amount of Loans are given to related concern only which include Loans to Subsidiary Companies and wholly owned subsidiary Companies. These investment entities have not yet started commercial operations due to various reason and therefore to meet regular working capital requirement loan was given by holding company.
10. Company has not complied with the provisions of Section 186 of the Companies Act 2013 and has advanced interest free loans to the subsidiaries.
11. Company has delayed in submission of quarterly and year to date standalone financial results for the quarter ended 31st March 2016 as required under Regulation 33(3)(a) of Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations 2015. Due to system failure the relevant data was lost and therefore said submission was filed delayed.
12. Company has delayed in submission of reconciliation of Share Capital Audit Report for the quarter ended 31st March 2016 as required under regulation 55A of the Securities and Exchange Board of India (Depositaries and Participants) (Second Amendment) Regulations 2003. Due to system failure the relevant data was lost and therefore said submission was filed delayed.
13. Company has delayed in submission of Corporate Governance Report for the quarter ended 31st March 2016 as required under Regulation 27 (2) of the Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations 2015. Due to system failure the relevant data was lost and therefore said submission was filed delayed.
14. Company has delayed in Submission of Shareholding Pattern for the quarter ended 31st March 2016 as required under Regulation 31 of the Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations 2015. Due to system failure the relevant data was lost and therefore said submission was filed delayed.
15. Company has defaulted in filing Financial Statements and Annual Return with the Registrar of Companies Mumbai under Section 92/96/129/137 of the Companies Act 2013 for the Financial Year ending 31st March 2015. Corrective measure would be taken quickly and same would comply of Companies Act 2013

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 in the ordinary course of business and on arm's lengthbasis. As provided under section 134(3)(h) of the Act and Rules made thereunder disclosureof particulars of material transactions with related parties entered into by the Companywith related parties in the prescribed format annexed to this report as "Annexure C".

The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: www. holidayescapes.in.

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

12. SUBSIDIARY

The Company has two subsidiary 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 forms part of the financialstatement attached to this report. The statement also provides the details of performancefinancial 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 ofwww.holidayescapes.in . These documents will also be available for inspection during thebusiness hours at the registered office of the Company.

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 5712219/- in FY 2015-16 as compared toINR 63649172/- in FY 2014-15. The (Loss) after tax in FY 2015-16 is INR (50757287)/-Lakhs as compared to INR (29213543) in FY 2014-15.

Standalone Performance

Your Company has earned Loss of INR (19625834)/- during the FY 2015-16 as against INR(6354773)/- in the FY 2014-15.

14. AMOUNT TRASNFERRED TO RESERVES

The Board of the Company does not propose to transfer any amount to the reserves forthe FY 2015-16.

15. DIVIDEND

Since the Company has incurred loss the Board of Directors of your Company does notrecommend any Dividend for the FY 2015-16.

16. MATERIAL CHANGES

During the Financial Year 2015-16 the Company has sub-divided its Equity Share ofnominal value of ' 2/- each into 2 equity Shares of ' 1 each and consequently theauthorized share capital of the Company of ' 160000000/- divided into 80000000Equity Shares of ' 2/- each be divided into the 160000000 Equity Sharers of ' 1 eachand all issued subscribed and paid -up equity shares of ' 109312000/- divided into54656000/- equity shares of ' 2/- each be divided into 109312000/- equity Shares of '1 each fully paid up.

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 per the Act and as part of good corporate governance the Company has constitutedthe Risk Management Committee. The Committee has laid down the procedures to inform to theBoard about the risk assessment and minimization procedures and the Board shall beresponsible for framing implementing and monitoring the risk management plan and policyfor the Company.

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 Committee reviewed the risk trend exposure and potential impact analysis carriedout by the management. It was specifically confirmed to the Committee by the MD and theCFO that the mitigation plans are finalised and up to date owners are identified and theprogress of mitigation actions are monitored.

19. PREVENTION OF INSIDER TRADING

In January 2015 SEBI notified the SEBI (Prohibition of insider trading) Regulations2015 which came into effect from 15th May 2015. Pursuant thereto the Company hasformulated and adopted a new code for prevention of insider trading.

The Company has adopted a code of conduct for prevention of insider trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

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

20. LISTING REGULATIONS

The Securities and Exchange Board of India (SEBI) has by its notification dated 2ndSeptember 2015 issued the (Listing Obligations and Disclosure Requirements) Regulations2015 with an aim to consolidate and streamline the provisions of the Listing Regulationsfor different segments of capital markets to ensure better enforceability. The Regulationsbecame effective from 1st December 2015 and have replaced the Listing Agreementaccordingly all listed entities were required to enter into the Listing Agreement within6 (six) months from the effective date. The Company has entered into Listing Agreementwith BSE Limited.

Pursuant to the Listing Regulations the following policies were approved and adoptedby the Board.

(i) Policy on determination of Materiality for disclosure of events or information.

(ii) Policy for preservation of documents to classify documents in two categoriesviz. documents which need to be preserved permanently and documents which need to bepreserved for not less than 8 years after completion of the relevant transactions.

(iii) Archival Policy to determine the period for which information is required to bedisclosed on the Company's website.

Policy on Materiality and Preservation of documents are available on the website of theCompany www.holidayescapes.in.

21. 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.

22. SHARE CAPITAL

The Authorised Capital of the Company ' 160000000/- divided into 160000000 EquityShares of ' 1/- each. Issued Subscribed and Paid-Up Equity Share Capital as on 31stMarch 2016 is ' 109312000/- divided into 109312000/- Equity Shares of ' 1 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 March 2016 noneof the Directors of the Company holds instrument convertible into equity shares of theCompany.

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

• Auditors' Certificate regarding compliance of conditions of Corporate 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

• Ms. Shikha Jalan (DIN: 07337893) was appointed as woman Director (AdditionalDirector) of the Company w.e.f. 13th February 2016.

• Mr. Konath Parameswaran Kannampilly Director has resigned from the directorshipw.e.f. 13th February 2016.

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 on working days of the Company up to the date of theensuing Annual General Meeting. If any Member is interested in obtaining a copy thereofsuch Member may write to the Company Secretary 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. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use or disposition of its assets commensurate with its size scale andcomplexities of its operations. The internal auditor of the company checks and verifiesthe internal control and monitors them in accordance with policy adopted by the company.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame.

All the transactions are properly authorized recorded and reported to the Management.The Company is following all the applicable Accounting Standards for properly maintainingthe books of accounts and reporting financial statements.

29. 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 behavior 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.

30. 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 thanks 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.

Date : November 14 2016 For and on behalf of the Board
Place : Mumbai
Surendra Kedia
(Chairman)
DIN: 00116205