Your Directors have pleasure in presenting the 31st Annual Report of yourCompany together with the Audited Financial Statements and Auditors' Report for the yearended 31st March 2017.
|Particulars ||2016-2017 ||2015-2016 |
|Total Revenue ||56567125 ||44573897 |
|Net Profit/(Loss) Before Tax ||(1190971) ||(3052265) |
|Less: Current Tax ||- ||- |
|Net Profit/(Loss) after Tax ||(1190971) ||(3052265) |
The total revenue of your company for the current year increased to Rs. 56567125/- asagainst of Rs. 44 573897/- of the previous year. A net loss after tax of Rs. 1190971/-for the year 2016-17 has been accounted as against of net loss after tax of Rs.3052265/- in the previous year.
In view of the carried forward losses yours Directors regret their inability torecommend any Dividend for the year under review.
TRANSFER TO RESERVES :
During the year under review no amount is proposed to transfer to any reserves.
During the year your Company has not invited or accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
SIGNIFICANT AND MATERIAL ORDERS IF ANY:
No significant and material orders were passed by the Regulators or courts or Tribunalimpacting the going concern status and Company's operation in future.
MATERIAL CHANGES & COMMITMENTS:
There is no material change & commitment in the business operations of the Companyfor the financial year ended 31st March 2017.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY:
No Company has become or ceased to be its subsidiary joint ventures or AssociatesCompany during the years 2016-17 hence no disclosure of financial information ofsubsidiary/joint venture or Associate Company is applicable to your Company.
LISTING ON STOCK EXCHANGE:
The Company's shares are listed with the BSE Limited & Vadodara Stock ExchangeLimited and the Company has paid the necessary listing fees for the Financial Year2017-18.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature of business of the Company.
CORPORATE SOCIAL RESPONSIBILITY:
Provisions relating to Corporate Social Responsibility under Section 135 of theCompanies Act 2013 are not applicable to our Company.
REPORT ON CONSERVATION OF ENERGY ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNINGAND OUTGO:
In accordance with the requirement of section 134(3) (m) of the Companies act 2013read with Rule 8(3) of Companies (Accounts) Rules 2014 your Directors furnish hereunderthe additional information as required:
A. Conservation of Energy:
Your Company has made all possible measures to monitor Power consumption closely ondaily basis so as to reduce wastage and cost of energy. Measures include replacement ofcompact fluorescent lights with low power consuming LED lights in a phase wise mannerreplacement of chillers plant with energy efficient 'Variable Refrigeration Flow' Airconditioning system.
Some of the actions planned include replacement of gas fire Boiler with Heat pump/Solarsystem based boiler replacement of energy intensive fans with energy efficient fans &installation of sensor systems at places identified by the management. During the yeartotal amount spent or conservation of energy is about Rs. 4.14 Lac.
The Company is using Natural Gas through pipelines instead of LPG Cylinders in theKitchen and other operational areas which reduces overall the energy cost.
B. Technology Absorption:
The Company continues to absorb and upgrade modern technology and advanced technique invarious guest contact areas like Wi-Fi internet connectivity in your hotel. However yourCompany has not obtained any specific technology from outside India which needs to beabsorbed. Your Company has not undertaken any research & development activity.
C. Foreign Exchange Earning and Outgo:
The information relating to the foreign exchange earnings and outgo are given in theNotes Nos.34 &35 to the financial statements for the year ended 31st March2017.
During the financial year under review Five (5) Board Meetings were duly held. Thedetail information of meetings is being furnished under "Corporate GovernanceReport" forming part of this Annual Report. The maximum interval between any twoconsecutive meetings did not exceed 120 days as prescribed under the Companies Act 2013.
During the year no Resolution was passed through Postal Ballot. However Resolutionsrelating to Material Related Parties and re-appointment of Mr. Pushpendra Bansal as aManaging Director for further period of 5 (Five) years were passed through Postal Ballotprocess on 2641 May 2017.
The Board has duly constituted the Audit Committee under the Chairmanship of Mr. AmitGarg. The details are being furnished under "Corporate Governance Report"forming part of this Annual Report.
PARTICULARS OF LOAN GUARANTEE OR INVESTMENTS:
During the Year 2016-17 no Loan Guarantee or Investment covered under Section 186 ofthe Companies Act 2013 had been made by the Company. However details of Investments areprovided in Note No.9 of the Financial Statement.
As on 31st March 2017 your Company had Six (6) Directors which includeThree (3) Independent Directors two (2) NonExecutive Directors and one (1) ExecutiveDirector.
Mr. Mehinder Sharma was re-appointed as Director in the last Annual General Meeting ofthe Company held on 13.09.2016.
Mr. Virendra Mistry was appointed as an Independent Director in the last Annual GeneralMeeting of the Company held on 13.09.2016.
Mrs. Sangita Bansal Director of the Company is liable to retire by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment. TheBoard Recommends her re-appointment.
Mr. Manish J. Shah was appointed as an Additional Director of the Company w.e.f. 1stOctober 2016 and holds office up to the date of this ensuing Annual General Meeting. Asper the provision of Section 149 and other applicable provisions if any of the CompaniesAct 2013 the Board of Directors recommends Mr. Manish J. Shah is to be appointed as anIndependent Director of the Company for a period of 5(five) consecutive years with effectfrom the date of his appointment as an Additional director i.e. 1st October2016 up to the date 30'1' September 2021 and shall not retire by rotation.
Mr. Bharat Varsani had been ceased off from Directorship w.e.f. 30/05/2016.
Mr. Sanjay Mangal had been ceased off from Directorship w.e.f. 02/02/2017.
As per Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the particulars of the Directors are given in the Annexure to theNotice convening the 31a Annual General Meeting.
KEY MANAGERIAL PERSONNEL (KMPs):
Mr. Pushpendra Bansal Managing Director Mrs. Sangita Bansal Chief Financial Officer& Non-Executive Director and Mr. Ranjit Kumar Singh Company Secretary are the KMPs asper the provisions of Section 203 of Companies Act 2013.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence aslaid down under Section 149(6) of the Companies Act 2013 and Regulation 16 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
As required under Schedule IV of Companies Act 2013 and Regulation 25(7) of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 the Companyregularly familiarizes its Independent Directors with their roles rightsresponsibilities any new happening in the hotel business amendments to the applicablelaws etc. The detail of familiarization program is posted on the Company's websitewww.lordsishwar.com .
Evaluation of all Board members is done annually. The evaluation is done by the BoardNomination & Remuneration Committee and Independent Directors with specific focus onthe performance and effective functioning of the Board and individual Directors.
Criteria for evaluation of Board as a whole includes frequency length transparencyflow of information administration and disclosure of Board meeting held.
Individual Director can be evaluated on the basis of their ability to contribute goodgovernance practices to address top management issues long term strategic planningindividually time spent attendance & membership in other committees corecompetencies and obligation & fiduciary responsibilities etc.
RISK MANAGEMENT POLICY:
Although not mandatory the Company has developed and adopted a Risk Management Policyas a measure of good governance. The details of its Committee are set out in the CorporateGovernance Report.
The Policy identifies all perceived risks which might impact the operations of theCompany. Risks are assessed department wise such as financial risks accounting risks etc.The Company is taking appropriate measures to achieve proper balance between risk &reward.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In terms of Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and Section 177(9) of the Companies Act 2013 read with Rule 7 of theCompanies (Meeting of Board and its Powers) Rules 2014 the Company has adopted a vigilmechanism for its directors & employees to report their genuine concerns/grievances.The mechanism also provides for adequate safeguards against victimization of person whouse such mechanism and makes provisions for direct access to the Audit Committee chairman.The details of the mechanism are posted on the Company's website www.lordsishwar.com .
RELATED PARTY TRANSACTIONS:
All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. The Audit Committeegranted omnibus approval for the transactions (which are repetitive in nature) and thesame was reviewed by Audit Committee and Board of Directors.
In line with the requirements of the Companies Act 2013 read with Regulation 23 of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 your Companyhas adopted a Related Party Transactions Policy which is placed on its website www.lordsishwar.com.
During the year your Company has not entered into materialcontracts/arrangements/transactions. Accordingly the disclosure of related partytransactions as required under Section 134(3) (h) of the Companies Act 2013 in Form AOC-2is not applicable.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act 2013 yourBoard of Directors hereby confirms that:
(i) in the preparation of the annual accounts for the financial year ended 31stMarch 2017 the applicable accounting standards have been followed and there are nomaterial departures;
(ii) appropriate accounting policies selected and applied are consistent and thejudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year 31stMarch 2017 and of the loss of the Company for that period;
(iii) proper and sufficient care has been taken 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;
(iv) the accounts for the financial year ended 31st March 2017 have beenprepared on a 'going concern' basis;
(v) the company has an internal financial Control System commensurate with the sizescale and complexity of its operations and that such internal financial controls areadequate and operating effectively; and
(vi) we had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis report as required under Regulation 34 (2) ofSEBI (Listing Obligations & Discussion Requirements) Regulations 2015 is provided as Annexure-1herewith forming part of this Annual Report.
In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 specified disclosures with all materialaspects & a Corporate Governance Report is annexed as Annexure-2 forms anintegral part of this Report.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURE :
The table containing the names and other particulars of ratio of Directors'Remuneration to Median Employee's Remuneration in accordance with the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed asAnnexure-3.
No Employee comes under the specified remuneration limit mentioned under section 197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
As per Section 92(3) of the Companies Act 2013 an extract of the Annual Return inForm MGT-9 of the Companies (Management and Administration) Rules 2014 is annexed as Annexure-4 herewith and forms part of this report.
As required under Regulation 19 of SEBI (Listing Obligations & DisclosureRequirements) Regulations2015 & Section 134(3)(e) a policy on Director's appointmentand remuneration including criteria for determining qualifications positive attributesindependence of a director and other matters provided under sub section (3) of Section 178has been disclosed in the Corporate Governance Report.
M/s. J. M. Pabari & Associates Chartered Accountants (Firm Reg. No-117752W) wereappointed as Statutory Auditors of the Company up to the conclusion of the 31stAGM of the Company.
The Auditors in their report have referred to the notes forming part of the accounts.The said notes are self explanatory and do not contain any qualification reservation oradverse remark or disclaimer.
The Audit Committee of the Company has proposed and the Board of Directors in itsmeeting held on 11th August 2017 has recommended the appointment of M/s K. K.Haryani & Co Chartered Accountants (Firm Reg. No.: 121950W) as the statutoryAuditors of the Company for a period of 5 years w.e.f conclusion of 31st AGM ofthe Company till the conclusion of the 36th AGM of the Company subject to theapproval of shareholders of the Company.
M/s J. Bhavsar & Co. Chartered Accountants Internal Auditors of the Company hasconducted periodic audit of all operations of the Company. The Audit Committee of theBoard of Directors has reviewed the findings of Internal Auditors regularly and theirreports have been well received by the Audit Committee.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules thereonyour Company has appointed Mr. Manish R. Patel Practicing Company Secretary (COP No.9360) Surat to conduct the Secretarial Audit of the Company for the financial year2016-17. Such Report in the prescribed Form MR-3 is annexed as Annexure-5 heretoand forms a part of this report. Secretarial Audit Report is self explanatory and does notcall for any further comments.
As remark mentioned in Secretarial Audit Report regarding filing of Form MGT-10management is of the view that pursuant to MCA Notification No. GSR 908(E) dated23.09.2016 regarding amendment in Rule 13 of Companies (Management and Administration)Rules 2014; the Company was not required to file E-Form No. MGT-10 with respect to changein number of shares held by Promoters.
ROLL OUT OF GST MODEL LAW:
In view of impending Roll out of GST with effect from 1st July 2017 the company isgearing up to get itself to the tune of the new GST frame work which will not only lead tochange in the indirect tax structure but shall also lead to the change in the businessprocess/ functions. The Company has already obtained the provisional registration inrespect of all its units across the country. It has also started creating awarenessamongst the Marketing teams of various business segments its vendors and customers. Thecompany is also in the process of drawing implementation plan to get fully prepared &equipped under new regime.
INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY:
The Company has an internal financial control system commensurate with the size scaleand complexity of its operation to ensure proper recording of financial and operationalinformation & compliance of various internal controls & other regulatory andstatutory compliance. The scope and authority of the internal audit function is welldefined in the organization. To maintain its objectivity & independence internalaudit function is laid before the Audit Committee of the Board. Based on the report of theinternal audit & Audit committee observation corrective actions are undertaken by therespective departments and thereby strengthen the controls.
During the year under review no material or serious observation has been received fromInternal Auditors of the Company for inefficiency or inadequacy of such controls.
SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013:
During the year no written complaint has been received by the Company pursuant tosexual harassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013.
During the period the relations with all employees of the Company were cordial and acongenial atmosphere prevailed. Your Directors place on record their appreciation for thedevoted services rendered by the employees of the Company.
Your Directors wish to place on record their sincere thanks to the valued guestssuppliers and the Financial Institution for their support co-operation and guidance.
Your Directors take the opportunity to express their sincere thanks to all theinvestors shareholders and stakeholders for their continued confidence in the company.
Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff contributing in Management& delivering a sound performance.
| ||FOR AND ON BEHALF OF THE BOARD OF DIRECTORS |
|Place: Baroda || |
|Date: 11 August 2017 || |
|Registered Office: || || |
|Hotel Revival Near Sayaji Gardens ||PUSHPENDRA BANSAL ||SANGITA BANSAL |
|Kala Ghoda Chowk University Road ||Managing Director ||Director/CFO |
|Baroda Gujarat - 390 002 CIN: L55100GJ1985PLC008264 ||DIN: 00086343 ||DIN: 01571275 |