Lords Ishwar Hotels Ltd.
|BSE: 530065||Sector: Services|
|NSE: N.A.||ISIN Code: INE689J01013|
|BSE LIVE 14:11 | 22 Sep||12.37||
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
Lords Ishwar Hotels Ltd. (LORDSISHWAR) - Director Report
Company director report
Your Directors have pleasure in presenting the 30th Annual Report of yourCompany together with the Audited Financial Statements and Auditors' Report for the yearended 31st March 2016.
The summary of the financial performance of the Company for the year ended 31stMarch 2016 as compared to the previous year is as below:
The Net Income of your company for the current year is Rs. 44573897/- as against ofRs. 40 334412/- in the previous year. The total expenditure for the period ended as at31st March 2016 was maintained at the same level as that of the previous year.Due to increase in turnover of the Company for the period ended as at 31stMarch 2016 lower Net Loss has been accounted for the current period.
In view of the carried forward losses yours Directors regret their inability torecommend any Dividend for the year under review. DEPOSITS:
Your Company has not invited or accepted any deposits during the year from the Public.
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 2016.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY:
No Company has become or ceased to be its subsidiary joint ventures or AssociateCompany during the year 2015-16.
LISTING ON STOCK EXCHNAGE:
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 Year 2015-16& 2016-17.
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.
FINANCIAL INFORMATION OF SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANY:
There is no Subsidiary/Associate/Joint Venture Company of Lords Ishwar Hotels Limitedso this disclosure is not applicable to your 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.
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.31 &32 to the financial statements for the year ended 31st March2016.
NUMBER OF BOARD MEETINGS:
During the financial year under review Four (4) Board Meetings were duly held. Thedetail information of meetings is being furnished under "Corporate GovernanceReport" forming part of this Annual Report.
COMPOSITION OF AUDIT COMMITTEE:
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 2015-16 no loan guarantee or Investment covered under section 186 ofthe Companies Act 2013 had been made by the Company.
As on 31st March 2016 your Company had Seven (7) Directors which includefour (4) Independent Directors two (2) NonExecutive Directors and one (1) ExecutiveDirector.
Mrs. Sangeeta Bansal who was liable to retire by rotation and being eligible forre-appointment was re-appointed as Director in 29th AGM held on 11thSeptember 2015.
Mr. Virendra Parasram Mistry was appointed as an Additional Director of the Companyw.e.f. 13th February 2016 and holds office up to the date of this ensuingAnnual General Meeting. As per the provision of Section 149 and other applicableprovisions if any of the Companies Act 2013 Mr. Virendra Parasram Mistry is proposedto be appointed as an Independent Director of the Company for a period of 5(five)consecutive years with effect from the date of his appointment as an Additional directori.e. 13th February 2016 up to the date 12th February 2021 andshall not retire by rotation.
Mr. Mehinder Sharma Director of the Company liable to retire by rotation at theensuing 30th Annual General Meeting and being eligible offer himself forre-appointment.
As per Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 the particulars of the Director are given in the Annexure to the Noticeconvening the 3041 Annual General Meeting.
KEY MANAGERIAL PERSONNEL (KMPs):
Mr. Pushpendra Bansal Managing Director & Chief Executive Officer Mrs. SangeetaBansal Chief Financial Officer & NonExecutive Director and Mr. Ranjit Kumar SinghCompany Secretary are the KMPs as per the provisions of Section 203 of Companies Act2013.
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 website
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 Directors 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.
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-I herewith and forms part of this report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 of the Companies Act 2013 your Board ofDirectors hereby confirms that:
a. in the preparation of the annual accounts for the financial year ended 31stMarch 2016 the applicable accounting standards have been followed and there are nomaterial departures;
b. 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 2016 and of the loss of the Company for that period;
c. proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of this Act for safeguarding the assets of theCompany and for preventing and detecting fraud and other irregularities;
d. the annual accounts for the financial year ended 31st March 2016 havebeen prepared on a 'going concern' basis;
e. 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
f. we had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF EMPLOYEES & RELATED DISCLOSURE:
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Companies Act 2013 read with Rule 5(1) of The Companies(Appointment &Remuneration of Managerial Personnel) Rules 2014 are provided in the Annexure-II formingpart of this report.
No employee comes under the specified remuneration limit mentioned under Section197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
NOMINATION AND REMUNERATION POLICY:
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 178is given in Annexure-III forming part of this Annual Report.
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.
Your Company has not entered into material contracts/arrangements/transactions underSection 188(1) of the Companies Act 2013 during the year. The Company has placed theexiting Related Party agreement/contract to Audit Committee for its ratification.
Suitable disclosures as required under Accounting Standard- 18 have been made in Notesto the financial Statements.
In line with the requirements of the Companies Act 2013 read with Regulation 23 ofSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 your Companyhas adopted a Related Party Transactions Policy which is placed on its website
M/s. J. M. Pabari & Associates Chartered Accountants (Firm Reg. No-117752W)Statutory Auditors of the Company holding office till the conclusion of the ensuing AGMof the Company and being eligible offer themselves for re-appointment as per CompaniesAct 2013.
Your Directors propose their re-appointment as statutory Auditors to hold office untilthe conclusion of the next AGM 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.
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.
Your Company has appointed Mr. Manish R. Patel Practicing Company Secretary (COP No.9360) Surat to conduct the Secretarial Audit of the Company as per the provisions ofSection 204 of the Companies Act 2013 and Rules thereon for the financial year 2015-16.Such Report in Form MR-3 is annexed as Annexure-IV hereto and forms a part of thisreport. Secretarial Audit Report is self explanatory and does not call for any furthercomments.
The report does not contain any qualification reservation or adverse remark ordisclaimer.
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:
As required under Regulation 22 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 and Section 177(9) of the Companies Act 2013 read withRule 7 of the Companies (Meeting of Board and its Powers) Rules 2014 the Company hasestablished a vigil mechanism for its directors & employees to report their genuineconcerns/grievances. The mechanism also provides for adequate safeguards againstvictimization of person who use such mechanism and makes provisions for direct access tothe Audit Committee chairman. The details of the mechanism are posted on the Company'swebsite www.lordsishwar.com .
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-Vherewith forming part of this Annual Report.
Your Company is committed to high standards of the Corporate Ethics Professionalismand Transparency. More than half of the Board is comprised of Independent Directors. YourCompany is in Compliance with the Governance requirements as provided under the CompaniesAct 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015.Your Company has in place all the Committees required under these laws.
In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 specified disclosures all materialaspects & a Corporate Governance Report Declaration regarding Code of Conducttogether with a certificate of its compliance from the Statutory Auditors are annexedseparately as a part of this Report.
INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY:
The Company has an internal control system commensurate with the size scale andcomplexity of its operation. The scope and authority of the internal audit function iswell defined 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.
SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013:
The Company has zero tolerance for sexual harassment at its workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment of women at workplacein line with the provisions of the Sexual Harassment of Women at workplace (PreventionProhibition and Redressal) Act 2013 and Rules there under for prevention and redressal ofcomplaints of sexual harassment at workplace. During the year under review the Companyhas not received any complaint on sexual harassment.
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.