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Supreme Holdings & Hospitality Ltd.

BSE: 530677 Sector: Infrastructure
NSE: N.A. ISIN Code: INE822E01011
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OPEN 12.35
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VOLUME 76920
52-Week high 34.00
52-Week low 12.35
P/E
Mkt Cap.(Rs cr) 48
Buy Price 0.00
Buy Qty 0.00
Sell Price 13.30
Sell Qty 2002.00
OPEN 12.35
CLOSE 12.95
VOLUME 76920
52-Week high 34.00
52-Week low 12.35
P/E
Mkt Cap.(Rs cr) 48
Buy Price 0.00
Buy Qty 0.00
Sell Price 13.30
Sell Qty 2002.00

Supreme Holdings & Hospitality Ltd. (SUPREMEHOLDINGS) - Director Report

Company director report

The Members of SUPREME HOLDINGS & HOSPITALITY (INDIA) LIMITED

Your Directors have pleasure in presenting Thirty Fourth Annual Report and AuditedAccounts of the Company for the year ended 31st March 2016.

1. FINANCIAL RESULTS:

(Rs. in Lacs)

2015-16 2014-15
Total Income 24.23 1.72
Total Expenditure 25.71 25.00
Profit/(Loss) before depreciation (1.48) (23.28)
Depreciation 0.15 0.91
Profit / (Loss) before Tax (1.62) (24.20)
Tax Expenses
Current Tax - -
Deferred Tax (2.91) (7.29)
Earlier Year Taxes 1.86 -
Net Profit/(Loss) for the year (0.57) (16.90)

2. DIVIDEND:

No dividend is recommended for the year under review.

3. RESERVES:

For the financial year ended 31st March 2016 your Company has not transferred anyamount to Reserves.

4. OPERATIONS:

PANVEL

As the Members are aware that the land Bank of the Company at Panvel Taluka has beenincluded in the Navi Mumbai Airport Influence Notified Area (NAINA) and the CIDCO wasappointed as the Special Planning Authority for the NAINA to prepare and publish thedevelopment proposals and development control regulations for the said NAINA and submitthe same to Government for sanctions. Accordingly the CIDCO has published the draft andmodified Draft Development control and promotion regulations for the Interim Developmentplan of NAINA and submitted the same to Government for its sanction. On the sanctioning ofplans by the Government the Company will decide the further course of action afterstudying the market scenario.

PUNE

In January 2016 the Company has launched its Premier Luxury residential projectBelmac Residences in Pune and the sale booking of apartments has been started. TheCompany has received satisfactory response. Considering the Nos of proposals and enquiriesreceived the Company is confident of achieving its targets as the project progresses.

Members are aware that the project Belmac Residences comprises of Six Towers of FifteenFloors each totaling to 240 apartments of 2 BHK/3BHK/4BHK beautiful apartments with hugecentral garden clubhouse squash court five - aside football court Hydroponic farmSpa Business Centre Gymnasium banquet Hall Children play area Concierge desk Gamesroom Day care Centre and many more facilities. In initial phase the Company has startedthe Booking of two building tower D & E. Major and minor civil contracts are undernegotiations and will be awarded in due course. The project implementation is as perschedule and will be completed in time.

5. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

(a) Industry Structure:

Over the last year we have seen the beginning of a revival in the Indian economy andit is getting back to a higher growth path. Despite all the favourable signs the IndianReal Estate industry has shown only marginal growth. However as the economy cycle isturning the demand in the real estate is expected to pick up in the years ahead.

(b) Company's Performance:

The Company has launched its residential project in Pune in January 2016 and the saleof apartment has also been started. As the Company recognizes the revenue from the sale ofapartments on the percentage completion methods as specified in guideline note of AS 7issued by ICAI no income from operations has been reported during the year 2015 -16. Theother Income during the year 2015- 16 consists of interest income Rs. 1.07 lacs and profiton sale of Land Rs. 23.17 lacs. The total Income for the year 201516 was at Rs.24.23 Lacsas compared to Rs. 1.72 Lacs in the previous year.

During the year under review the construction cost was at Rs. 19.29 crores as againstRs. 3.85 crores in the previous year. The employees cost during the years 2015-16 was atRs.14.99 Lacs as compared to Rs. 13.23 Lacs in the previous year and the Administrative& Other Expenses were at Rs. 10.72 lacs as compare to Rs. 11.78 lacs in the previousyear.

The loss for the year 2015-16 before depreciation and taxation was at Rs. 1.48 Lacs asagainst loss of Rs. 23.28 Lacs in the previous year. The Depreciation was at Rs. 0.15 Lacsas against Rs. 0.91 Lacs in the previous year. After adjusting deferred tax and earlieryear taxes the Company has reported Net Loss of Rs. 0.57 Lacs during the year 2015-16 asagainst Net Loss Rs. 16.90 Lacs in the previous year.

(c) Segment -wise Performance:

Segment wise analysis of performance is not applicable to the Company under AccountingStandard 17 as issued by ICAI as Company had only one reportable segment during the year.

(d) Outlook for the Company:

The residential Pune project of the Company is progressing as per schedule. The Companyis committed and has focus on quality and timely delivery of the project and alsodeveloping brand image for the Company. The growth and long term prospects of the Companyare encouraging.

(e) Opportunities. Threats Risk and Concerns:

The Government of India has clearly recognized the importance of construction Industryand launched several reform measures to boost this sector. The smart city project housingfor all Simpler approval procedures relaxed FDI Norms and various other measures havebrought business opportunities in real estate sector and it will certainly help inreviving the demand in this sector. The much awaited The Real Estate (Regulation andDevelopment) Act 2016 is also boost for real estate sector. It will protect the interestof property buyers making the proceedings in the sector more transparent and accountableand will give a sense of clarity to both buyers and sellers.

Various challenges are also their along with opportunities. The unanticipated delays inproject approvals increase cost of manpower rising cost of constructions availabilityof trained labour force availability of finance changes in government policiesmultifaceted tax levies on various transactions are the major challenges in constructionIndustry. Inflation still remains the biggest threat which has adverse effect on thepurchasing power of the consumers. The Hospitality and Construction Sectors in general aresensitive to fluctuations in the economy government policies and is very sensitive to theglobal security environment.

(f) Internal Control Systems and their Adequacy:

The Company has proper and adequate systems of internal control. The internal controlsystems of the company are designed to ensure the financial and other records are reliablefor preparing the financial statements and other data and for accountability of assets.

The company has an Audit Committee of the Board of Directors which meets regularly toreview the adequacy of internal controls.

(g) Human Resources:

As the project of the Company progresses the new talent were inducted intoorganization. The Company enjoys cordial and harmonious relationship with its employee.The Company has 18 number of employees as on 31st March 2016.

6. FIXED DEPOSITS:

During the year under review the company has not invited any Fixed Deposit from thepublic.

7. LOANS AND GUARANTEE AND INVESTMENTS:

Particulars of loans investments guarantees given and securities provided arereported in the financial statement (Please refer to Note No. 5 11 12 16 17 and 22 tothe Standalone Financial Statement).

8. INVESTOR EDUCATION AND PROTECTION FUND:

There has been no transfer to the said Investor Education and Protection Fund duringthe current year.

9. EXTRACT OF ANNUAL RETURN:

Pursuant to section 134 (3) (a) and Section 92(3) of Companies Ac 2013 read withrelevant Rules framed thereunder the extract of Annual Return as on 31st March 2016 formpart of this Report as "Annexure -A’’.

10. PERSONNEL:

The information required under Section 197 of the Companies Act 2013 and read withRule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are given in "Annexure -B’’.

11. RELATED PARTY TRANSACTION:

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the Company with Promoters Directors KeyManagerial Personnel which may have a potential conflict with the interest of the Companyat large. Disclosure pertaining to contracts/arrangements entered into by the company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013thereto is enclosed as "Annexure - C’ to this report. The policy onRelated Party Transactions is hosted on the website of the Company under the web link http://www.supremeholdings.net/company-policies.htm

12. SUBSIDIARY COMPANY:

Your Company has one wholly owned Subsidiary company namely Helmet Traders Limited ason 31st March 2016.

A Statement containing the salient features of the financial statement of subsidiariesas prescribed under the first proviso to sub-section (3) of section 129 of the CompaniesAct 2013 read with rule 5 of The Companies (Accounts) Rules 2014 is attached and formspart of the Annual Report.

The policy on determining Material Subsidiaries is hosted on the website of the Companyunder the web link http://www.supremeholdings.net/company-policies.htm

13. NOMINATION AND REMUNERATION POLICY:

The details of Nomination and Remuneration policy of the Company for Directors KMP'sand Senior Personnel of the Company is enclosed as "Annexure - D’’to this report.

14. ANNUAL EVALUATION BY THE BOARD:

In accordance with the provisions of the Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 the Nomination and RemunerationCommittee has laid down the criteria for evaluation of individual Directors the Board asa whole. Based on the criteria the exercise of evaluation was carried out through asstructured process covering various aspects of the Board functioning such as compositionof Board and Committees experience and expertise performance of specific duties andobligation governance and compliance issues attendance contribution at meeting etc.

The performance evaluation of the Non Independent Directors was carried out by theIndependent Directors at a separately convened meeting where the performance of the Boardas a whole was evaluated and reviewed. The performance of the Independent Directors wascarried out by the entire Board (Excluding the Director being evaluated).

15. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY:

There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

16. VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has a vigil mechanism to deal with instance of fraud and mismanagement. Thepolicy on Vigil Mechanism / Whistle Blower Policy is hosted on the website of the Companyunder the web link http://www.supremeholdings.net/company-policies.htm

17. CORPORATE GOVERNANCE:

A separate report on Corporate Governance is furnished as a part of the DirectorsReport as "Annexure - E’’ and a certificate from the Company'sAuditors regarding the compliance of conditions of Corporate Governance is annexed to thesaid Report.

18. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

The Familiarization programme enable the Independent Directors to understand theCompany's business and operations in depth and to familiarize them with the process andfunctionaries of the Company and to assist them in performing their role as IndependentDirectors of the Company. The Company's Policy of conducting the Familiarization programmehas been hosted on the website of the Company under the web link http://www.supremeholdings.net/company-policies.htm

19. RISK MANAGEMENT:

The Company has adequate risk assessment and mitigation policy commensurate with sizeand nature of business to ensure that all the current and future material risk exposuresof the Company are identified assessed quantified appropriately mitigated minimisedand managed.

20. DIRECTORS:

Mr. Prateek Jatia retires by rotation and being eligible offers himself forre-appointment.

The tenure of appointment of Mr. Vinod Jatia Managing Director is for 5 years from 1stJuly 2011 to 30th June 2016. The Board of Directors at its meeting held on 30th May2016 re-appointed Mr. Vinod Jatia as Managing Director for a period of 3 years (subjectto approval of members at the ensuing Annual General Meeting) from 1st July 2016 to 30thJune 2019.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed both under the Actand Regulation 16 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

21. MEETINGS:

During the year six Board Meetings and four Audit Committee meetings were convened andheld. The details of which are given in the Corporate Governance Report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.

22. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the requirement under section 134 (3) (c) of the Companies Act 2013 withrespect to Directors' responsibility statement it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March2016 the applicable Accounting Standards have been followed along with properexplanations relating to material departures;

ii) That the directors have adopted such accounting policies and applied themconsistently and made judgments and estimates that were reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the loss of the company for the year under review;

iii) That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the company and for preventing and detecting fraud andother irregularities.

iv) That the directors have prepared the accounts for the financial year ended 31stMarch 2016 on a going concern basis.

v) That the proper financial controls were in place and that the financial controlswere adequate and were operating effectively.

vi) That systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

23. LISTING STATUS:

The company's shares are presently listed on Bombay Stock Exchange Ltd.

24. AUDIT COMMITTEE:

The present Audit committee comprises of Shri RGN Swamy Shri Rishabh Kalati and ShriVinod Jatia. Shri RGN Swamy and Shri Rishabh Kalati are independent directors. Shri RGNSwamy is Chairman of the Audit Committee.

25. AUDITORS & AUDITORS REPORT:

Pursuant to provisions of Section 139(1) of the Companies Act 2013 M/s. KCPL &Associates Chartered Accountants were appointed as Statutory Auditors of the Company tohold the office till the conclusion of the Annual General Meeting to be held during theyear 2019 subject to ratification at every Annual General Meeting.

The Company has received letter from the Statutory Auditors to the effect that theirappointment if made would be within the prescribed limit under Section 141 (3) (g) ofthe Companies Act 2013 and that they are not disqualified from the appointment.

Your Board recommends the ratification of appointment of M/s. KCPL & AssociatesChartered Accountants Mumbai as Statutory Auditors of the Company for the financial year201617 and to hold the office till the conclusion of the next Annual General Meeting to beheld during the year 2017.

There were no observations or adverse remark in the Auditors Report which require anyexplanation by the Board of Directors.

26. SECRETARIAL AUDITOR:

Pursuant to provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hadappointed M/s Shivlal Maurya & Co. a Practicing Company Secretary firm to undertakeSecretarial Audit of the Company.

Accordingly the Secretarial audit of the Company for the financial year 2015-16 wasconducted by M/s Shivlal Maurya & Co.

The Report of the Secretarial Audit of the Company is annexed herewith as "Annexure- F’’. There were no reservation and qualification as marked in SecretarialAudit Report which requires any explanation by the Board of Directors.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR OTHERS:

There are no significant and material orders passed by the regulators or others whichimpact the going concern status and Company operations in future.

28. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company's project in under initial stage of implementation therefore company hasnothing to report on Conservation of Energy and Technology absorption as required pursuantto section 134 (3) (m) of the Companies Act 2013 read with the Companies (Accounts) Rules2014.

Foreign Exchange Earnings and Outgo

Earning: Nil Outgo: Construction Cost- Rs. 724631

29. SEXUAL HARASSMENT:

The Company has Policy on Prevention of Sexual Harassment of Employee. A ComplaintRedressal Committee has been set up to redress complaints received regarding sexualharassment. All employees are covered under the policy. The Company has not received anycomplaint during the financial year.

30. CORPORATE SOCIAL RESPONSIBILITY:

The Company has constituted a Corporate Social Responsibility (CSR) Committee incompliance with Section 135 of the Companies Act 2013.

The Company has not initiated any Corporate Social Responsibility activities as thesaid provisions are presently not applicable to the Company.

31. ACKNOWLEDGEMENTS:

The Board of Directors wish to place on record their sincere appreciation andacknowledge with gratitude the support and co-operation extended by all the Governmentagencies shareholders and employees at all levels and look forwards for their continuedsupport.

For and on behalf of the Board
Place: Mumbai R G N SWAMY
Date: 30th May 2016 Chairman

Annexure - A to Directors’ Report

FORM NO. MGT-9

EXTRACT OF ANNUAL RETURN

As on financial year ended 31.03.2016

Pursuant to Section 92(3) of the Companies act 2013 read with the Companies(Management and Administration) Rules 2014

I. REGISTRATION AND OTHER DETAILS:

CIN:- L67120MH1982PLC026924
Registration Date: 15th April 1982
Name of the Company: SUPREME HOLDINGS & HOSPITALITY (INDIA) LTD
Category / Sub-Category of the Company Public Company Limited by Shares/ Indian Non Government company
Address of the Registered office and contact details: 1 Pearl Mansion (N) 91 M. Karve Road Mumbai - 400020 Tel: 022 22006969 Fax: 022 22008246
Whether listed company Listed on Bombay Stock Exchange Limited
Name Address and Contact details of Registrar Sharex Dynamic (India) Pvt. Ltd.
and Transfer Agent if any Unit-1 Luthra Ind Premises1st floor 44-E M Vasanti Marg
Andheri - Kurla Road Safed Pool Andheri - E Mumbai - 400072.
Tel: 022 22641376 / 022 22702485 Fax: 022 22641349

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY:

All the business activities contributing 10% or more of the total turnover of theCompany shall be stated:

Sr. No. Name and Description of main products / services NIC Code of the Product/ service% to total turnover of the company % to total turnover of the company
a. Construction

4100

NIL

III. PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES:

Sr. No. Name and address of the company CIN/GLN Holding/ Subsidiary/Associate % of shares held Applicable Section
a HELMET TRADERS LIMITED U00776MH1994PLC081224 Subsidiary 100% Section 2(87)

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as % of Total Equity)

i) Category-wise Share Holding

No. of Shares held at the beginning of the year (01.04.2015)

No. of Shares held at the end of the year (31.03.2016)

% Change during the year

Category of Shareholders Demat Physical Total % of the total Shares Demat Physical Total % of the total Shares
A. PROMOTER'S
(1) INDIAN
(a). Individual/HUF 19996250 0 19996250 56.364 19996250 0 19996250 56.364 0.00
(b). Central Govt. 0 0 0 0 0 0 0 0 0.00
(c). State Govt(s). 0 0 0 0 0 0 0 0 0.00
(d). Bodies Corp. 2835614 0 2835614 7.993 2651314 0 2651314 7.473 -0.52
(e). FI / BANKS. 0 0 0 0 0 0 0 0 0.00
(f). Any Other 0 0 0 0 0 0 0 0 0.00
Sub-total (A) (1):- 22831864 0 22831864 64.357 22647564 0 22647564 63.837 -0.52

 

No. of Shares held at the beginning of the year (01.04.2015)

No. of Shares held at the end of the year (31.03.2016)

% Change during the year

Category of Shareholders Demat Physical Total % of the total Shares Demat Physical Total % of the total Shares
(2). FOREIGN
(a). Individual NRI 0 0 0 0 0 0 0 0 0.00
(b). Other Individual 0 0 0 0 0 0 0 0 0.00
(c). Bodies Corporates 0 0 0 0 0 0 0 0 0.00
(d). Banks / FI 0 0 0 0 0 0 0 0 0.00
(e). Any Other Specify 0 0 0 0 0 0 0 0 0.00
Sub-total (A) (2):- 0 0 0 0 0 0 0 0 0.00
Total shareholding of Promoter (A) = (A)(1)+(A)(2) 22831864 0 22831864 64.357 22647564 0 22647564 63.837 -0.52
(B) PUBLIC SHAREHOLDING
(1) INSTITUTIONS
(a). Mutual Funds 0 0 0 0 0 0 0 0 0.00
(b). Banks / FI 0 0 0 0 0 0 0 0 0.00
(c). Central Govt. 0 0 0 0 0 0 0 0 0.00
(d). State Govt. 0 0 0 0 0 0 0 0 0.00
(e). Venture Capital Funds 0 0 0 0 0 0 0 0 0.00
(f). Insurance Companies 0 0 0 0 0 0 0 0 0.00
(g). FIIs 0 0 0 0 0 0 0 0 0.00
(h). Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0.00
(i). Others (specify) 0 0 0 0 0 0 0 0 0.00
Sub-total (B)(1):-

0

0

0

0

0

0

0

0

0.00

2. Non-Institutions
(a). BODIES CORP.
(i). Indian 1904468 26700 1931168 5.443 2103558 26700 2130258 6.005 0.562
(ii). Overseas 0 9005885 9005885 25.385 0 9005885 9005885 25.385 0.00
(b). Individuals
(i) Individual shareholders holding nominal share capital upto Rs.1 lakh 537224 144050 681274 1.92 455422 142250 597672 1.685 -0.235
(ii) Individual shareholders holding nominal share capital in excess of Rs.1 lakh 991801 31250 1023051 2.884 1063722 31250 1094972 3.086 0.202
(c). Other (specify)
Non Resident Indians 2036 1000 3036 0.009 502 0 502 0.001 -0.008
Clearing Members 575 0 575 0.002 0 0 0 0 -0.002
Sub-total (B)(2):- 3436104 9208885 12644989 35.643 3623204 9206085 12829289 36.162 0.519
Total Public Shareholding (B)=(B) (1)+ (B)(2) 3436104 9208885 12644989 35.643 3623204 9206085 12829289 36.162 0.519
C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0 0 0.00
Grand Total (A+B+C) 26267968 9208885 35476853 100.00 26270768 9206085 35476853 100.00 0

(ii) Shareholding of Promoters

Shareholding at the beginning of the year (01/04/2015)

Share holding at the end of the Year(01/03/2016)

Sl No. Shareholder's Name No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares No. of Shares % of total Shares of the company % of Shares Pledged / encumbered to total shares % of change in shareholding during the year
1 DILSHAD TRADING COMPANY PVT LTD. 417 0.001 0.00 417 0.001 0.00 0
2 DELAWARE PROPERTIES PVT LTD. 302500 0.853 0.853 302500 0.853 0.853 0
3 MAKALU TRADING LTD 625000 1.762 1.762 625000 1.762 1.762 0
4 SUPERWAYS ENTERPRISES PVT LTD. 181500 0.512 0.355 181500 0.512 0.355 0
5 YARDLEY INVESTMENT & TRADING CO. PVT LTD. 243312 0.686 0 243312 0.686 0 0
6 VINOD KUMAR JATIA (HUF) 4663600 13.145 13.145 4663600 13.145 9.016 0
7 SUPERWAYS INVESTMENT AND FINANCE PRIVATE LIMITED 1297751 3.658 3.382 1297751 3.658 3.382 0
8 PRARTHNA PRIVATE LIMITED* 184300 0.519 0.519 0 0 0 0.519
9 RAMESH KUMAR JATIA 13700 0.039 0.039 13700 0.039 0.039 0
10 GRANDEOUR HOTELS PVT LTD 417 0.001 0 417 0.001 0 0
11 VINOD SUBHKARAN JATIA 5187200 14.621 8.777 5187200 14.621 11.387 0
12 SHRILEKHA TRADING PVT LTD 417 0.001 0 417 0.001 0 0
13 NITA JATIA 5045950 14.223 0.023 5045950 14.223 0 0
14 SMITA RAMESHKUMAR JATIA 104800 0.295 0.295 104800 0.295 0.295 0
15 PRATEEK JATIA 4755800 13.405 1.88 4755800 13.405 1.880 0
16 ATISHAY JATIA 54700 0.154 0.116 54700 0.154 0.116 0
17 ANKITA JATIA 12500 0.035 0 12500 0.035 0 0
18 VIDIP V JATIA 158000 0.445 0.445 158000 0.445 0 0
TOTAL 22831864 64.355 31.591 22647564 63.836 29.085 0.519

*Prarthna Private Limited holding 184300 shares ceased to be part of Promoter groupwith effect from 06th July 2015 (iii) Change in Promoters Shareholding (pleasespecify if there is no change)

Sr. No

Shareholding at the beginning of the year 01/04/2015

Cumulative Shareholding during the year 31/03/2016

No. of shares % of total shares of the company No. of shares % of total shares of the company
At the beginning of the year 22831864 64.36 22831864 64.36
Date wise Increase/Decrease in Promoters Shareholding during the year specifying the reasons for increase/decrease (eg. Allotment/ transfer/bonus/sweat equity etc):

Date: 06th July 2015 Reason: PRARTHNA PRIVATE LIMITED holding 184300 shares ceased to be part of Promoter group.

At the End of the year 22647564 63.84

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters andHolders of GDRs and ADRs):

Sr . No. Name No. of Shares at the beginning (01-04-2015) / end of the year (31-03-2016) % of total Shares of the company Date Increasing / Decreasing in shareholding Reason Cummulative No. of Shares % of total Shares of the company]
1 JUMBO BRIGHT GROUP LTD 9005885 25.385 01/04/2015
-Closing Balance 31/03/2016 9005885 25.385
2 BP EQUITIES PVT. LTD. 0 0 01/04/2015
28/08/2015 90000 Transfer
-Closing Balance 31/03/2016 90000 0.254
3 HALAN PROPERTIES PRIVATE LIMITED 200000 0.564 01/04/2015
-Closing Balance 31/03/2016 200000 0.564
4 IFIS CORPORATE ADVISORY SERVICES PVT. LTD. 98500 0.278 01/04/2015
-Closing Balance 31/03/2016 98500 0.278
5 JALPAC TRADERS AND CONTRACTORS PVT LTD. 0 0 01/04/2015
25/03/2016 475000 Transfer
31/03/2016 800000 Transfer
-Closing Balance 31/03/2016 1275000 3.594
6 ARCHANA JATIA 288523 0.813 01/04/2015
-Closing Balance 31/03/2016 288523 0.813
7 SHASHI JATIA 278750 0.786 01/04/2015
-Closing Balance 31/03/2016 278750 0.786
8 AEON TRADING LLP 0 0 01/04/2015
04/03/2015 123429 Transfer
-Closing Balance 31/03/2016 123429 0.348
9 RAJKUMAR S JATIA 94000 0.265 01/04/2015
-Closing Balance 31/03/2015 94000 0.265
10 PRARTHNA PRIVATE LIMITED 184300 0.519 01/04/2014
-Closing Balance 31/03/2015 184300 0.519

(v) Shareholding of Directors and Key Managerial Personnel:

Sr. No. For Each of the Directors and KMP

Shareholding at the beginning of the year 01/04/2015

Cumulative Shareholding during the year 31/03/2016

No. of shares

% of total shares of the company

No. of shares % of total shares of the company
1 RGN SWAMY (Chairman)
At the beginning of the year 0 0 0 0
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 0 (No Change)
At the End of the year 0 0
2 VINOD JATIA (Managing Director)
At the beginning of the year 5187200 14.621 0
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 0 (No Change)
At the End of the year 5187200 14.621
3 RISHABH PREM KALATI (Director)
At the beginning of the year 0 0 0 0
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 0 (No Change)
At the End of the year 0 0
4 PRATEEK JATIA (Executive Director & CFO)
At the beginning of the year 4755800 13.41
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 0 (No Change)
At the End of the year 4755800 13.41
5 VIDIP JATIA (Director)
At the beginning of the year 158000 0.45
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 0 (No Change)
At the End of the year 158000 0.45
6 SHRUTI JATIA (Director)
At the beginning of the year 0 0
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 0 (No Change)
At the End of the year 0 0
7 KAILASH SHARMA (Company Secretary)
At the beginning of the year 2080 0.01
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): 0 (No Change)
At the End of the year 2080 0.01

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Indebtedness at the beginning of the financial year Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
i) Principal Amount 1000000.00 119439447.00 NIL 120439447.00
ii) Interest due but not paid

NIL

NIL

NIL

NIL
iii) Interest accrued but not due 7836.00 1797534.00 NIL 1805370.00
Total (i+ii+iii) 1007836.00 121236981.00 NIL 122244817.00
Change in Indebtedness during the financial year
• Addition 358542414.00 112091000.00 NIL 470633414.00
• Reduction

NIL

NIL

NIL

NIL

Net Change 358542414.00 112091000.00 NIL 470633414.00
Indebtedness at the end of the financial year
i) Principal Amount 359542414.00 231530447.00 NIL 591072861.00
ii) Interest due but not paid

NIL

NIL

NIL

NIL
iii) Interest accrued but not due NIL 8291043.000 NIL 8291043.000
Total (i+ii+iii) 359542414.00 239821490.00 599363904.00

VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Directors and/or Manager:

Sr. no. Particulars of Remuneration

Name of MD/WTD/Manager

Total Amount
Vinod Jatia (Managing Director) Prateek Jatia (Whole-time Director)
i Gross salary

NIL

NIL

NIL

(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961 - - -
(b) Value of perquisites u/s 17(2) Income- tax Act 1961 - - -
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961 - - -
2 Stock Option - - -
3 Sweat Equity - - -
4 Commission - - -
- as % of profit - - -
- others specify... - - -
5 Others please specify - - -
Total(A) - - -
Ceiling as per the Act

5% of net profits of the Company

B. Remuneration to other directors:

Particulars of Remuneration

Name of Directors

Total Amount
1. Independent Directors RGN Swamy Rishab Kalati
• Fee for attending board / committee meetings 6000.00 6000.00 12000.00
• Commission 0.00 0.00 -
• Others please specify 0.00 0.00 -
Total (1) 6000.00 6000.00 12000.00
2. Other Non-Executive Directors

Shruti Jatia

Vidip Jatia

• Fee for attending board / committee meetings 6000.00 6000.00 12000.00
• Commission 0.00 0.00 0.00
• Others please specify 0.00 0.00 0.00
Total (2) 6000.00 6000.00 12000.00
Total (B)=(1+2) 24000.00

 

Overall Ceiling as per the Act Within the prescribed limit

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sr. Particulars of Remuneration

Key Managerial Personnel

No. CEO (Company

Secretary)

(CFO) since 01/10/2015 Total
1 Gross salary - 1151764/- - 1151764/-
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
(b) Value of perquisites u/s 17(2) Income- tax Act 1961 - - - -
(c) Profits in lieu of salary under section 17(3) Income- tax Act 1961 - - - -
2 Stock Option - - - -
3 Sweat Equity - - - -
4 Commission - - - -
- as % of profit
- others specify...
5 Others please specify - - - -
Total - 1151764/- - 1151764/-

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief

Description

Details of Penalty / Punishment/ Compounding fees imposed Authority [RD / NCLT/ COURT] Authority [RD / NCLT/ COURT]
COMPANY/ DIRECTORS/ OTHER OFFICERS IN DEFAULT NONE

 

For and on behalf of the Board
Place: Mumbai RGN Swamy
Date: 30th May 2016 Chairman

ANNEXURE - B to Directors' Report

A. Details pertaining to Remuneration as required under Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014

Sr.

no.

Disclosure Requirement

Disclosure details

i Ratio of remuneration of each director to the

Directors Ratio

median remuneration of the employees for the financial year

None of Directors were paid any remuneration --during the year (Except sitting fees).

2 Percentage increase in remuneration of each director Chief Financial Officer Chief Executive

Directors/ KMP Title

% increase in remuneration
Officer Company Secretary or Manager if any in the financial year None of the Directors were paid any remuneration during the year (Except sitting fees).
Mr. Kailash Sharma Company

Secretary

12.50%
3 Percentage increase in the median remuneration of employees in the financial year 154.17%
4 Number of permanent employees on the rolls of Company as on 31st March 2016 09
5 Explanation on the relationship between average increase in remuneration and Company performance As the project of Company is under implementation stage the performance of the Company cannot be measured. Recommendation for increase in remuneration is broadly based on the following factors:
• Compensation trends based on industry pattern / benchmark
• Qualification and experience
• Applicable regulatory guidelines
6 Comparison of the remuneration of the Key Managerial Personnel against the performance Except Company Secretary no other KMP were paid any remuneration during the year.
of the Company As the project of the Company is under implementation stage the comparison cannot be made
7 Variation in the market capitalization of the A) Market capitalization:
Company price earnings ratio as at the Closing date of the current financial year and previous financial year and % increase or decrease in the market quotations of the shares of the company in comparison to the rate at which the Company came out with the last public offer i) As on 31st March 2016 was Rs. 145.81 crore
ii) As on as on 31st March 2015 Rs. 99.34 crore
B) As the project of the Company is under implementation no profit was earned thus the P.E. Ratio cannot be calculated.
C) The Company came out with an IPO in 1995 at the price of Rs.20/- per equity share.
8 Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial Average Salary increase for KMPs - 12.5% (other than MD & WTD) year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration As on 31st March 2016 the market quotations of the Company's share price (closing price) was Rs. 41.10/-. Increase over the IPO price - 105.5% Average Salary Increase for non-KMPs - 28.05%
9 Comparison of each remuneration of the Key Managerial Personnel against the performance of the Company. Directors/ KMP Title Remuneration FY 15-16 % Mr. Vinod Jatia Managing Director NIL Mr. Prateek Jatia Executive Director & CFO NIL
Mr. Kailash Sharma Company Secretary Rs. 1151764/-
• As the project of the Company is under implementation stage the comparison cannot be made
10 Key parameters for any variable component of remuneration availed by the Director None of Directors were paid any remuneration during the year (Except sitting fees).
11 Ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year. As no remuneration were paid to any Directors the Ratio cannot be calculated.
12 Affirmation that the remuneration is as per the remuneration policy of the Company. The Company is in Compliance with its Remuneration policy.

B. Details pursuant to the provisions of Rule 5 (2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014

None of the employee who was employed throughout the financial year 2015-16 is inreceipt of remuneration of Rs.60 lakh p.a. or more and None of the employee who wasemployed for the part the financial year 2015-16 is in receipt of remuneration of Rs.5lakh per month or more.

For and on Behalf of the Board
Place: Mumbai RGN Swamy
Date: 30th May 2016 Chairman

ANNEXURE - C TO DIRECTORS' REPORT

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3)of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014) Form for disclosure of particulars ofcontracts/arrangements entered into by the company with related parties referred to insub-section (1) of section 188 of the Companies Act 2013 including certain arm's lengthtransactions under third proviso thereto

1 Details of contracts or arrangements or transactions not at arm's length basis:

A B C D E F G H
Sr. no. Name(s) of the related party and nature of relationship Nature of contracts / arrangements / transactions Duration of the contracts / arrangements / transactions Salient terms of the contracts or arrangements or transactions including the value if any Justification for entering into such contracts or arrangements or transactions date(s) of approval by the Board Amount paid as advances if any: Date on which the special resolution was passed in general meeting as required under first proviso to section 188
NIL

2 Details of material contracts or arrangement or transactions at arm's length basis:

Sr. A B C D E F
No. Name(s) of the related party and nature of relationship Nature of contracts / arrangements / transactions Duration of the Contracts / arrangements / transactions Salient terms of the contracts or arrangements or transactions including the value if any: Date(s) of approval by the Board if any: Amount paid as advances if any
1 Subhkaran & Sons (Mr. Vinod Jatia & Mr. Prateek Jatia - Directors are partner of above firm) Agreement to use of office premises 3 years 01/10/2015 to 30/09/2018 Rent @ Rs.5000/- p.m 31/10/2015 NA
2 Helmet Traders Limited (Wholly owned subsidiary) Loan recovered NA Recovered loan amount of Rs.200000/- NA N.A.

 

For and on Behalf of the Board
Place: Mumbai RGN Swamy
Date: 30th May 2016 Chairman

ANNEXURE - D TO DIRECTORS' REPORT NOMINATION AND REMUNERATION POLICY

Introduction:

Pursuant to the provisions of Section 178 of the Companies Act 2013 read with theapplicable rules thereto and SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 the Company has formulated this Nomination and Remuneration Policy("Policy").

Objectives:

The objectives of this Policy are as follows:

(a) Identify persons who are qualified to become Director including IndependentDirector and persons who may be appointed as KMP and Senior management personnel inaccordance with the criteria laid down and recommend their appointment to the Board.

(b) level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the Company successfully;

(c) formulation of criteria for evaluation of performance.

(d) relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and

(e) remuneration to Directors Key Managerial Personnel and Senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

Board Diversity:

The Board of Directors shall have the optimum combination of executive andnon-executive Directors from the different areas / fields like Construction HospitalityManagement Finance Sales Marketing etc. or as may be considered appropriate.

The Board shall have atleast one Board member who have accounting or related financialmanagement expertise

Criteria for appointment of Director / KMP / Senior management.

The Company shall take into account following points while proposing the appointmentof Director / KMP / Senior management personnel:

(i) The proposed Director / KMP / Senior management personnel must have relevantqualification experience and expertise for the concerned position. The Committee hasdiscretion to decide whether qualification expertise and experience possessed by a personis sufficient / satisfactory for the concerned position.

(ii) The proposed Director / KMP / Senior management personnel should possess thehighest personal and professional ethics integrity and values.

(iii) The person so appointed as Director/ Independent Director/ KMP/ Senior managementpersonnel shall not be disqualified under the Companies Act 2013 rules made there underSEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 or any otherenactment for the time being in force.

(iv) The criteria for Independence of Director shall be as per the provisions of theCompanies Act 2013 rules made there under SEBI (Listing Obligation and DisclosureRequirement) Regulation 2015 or any other enactment for the time being in force.

(v) The Director/ Independent Director/ KMP/ Senior management personnel shall beappointed as per the procedure laid down under the provisions of the Companies Act 2013rules made there under SEBI (Listing Obligation and Disclosure Requirement) Regulation2015 or any other enactment for the time being in force.

(vi) The proposed Director KMP / Senior Management must be willing to devotesufficient time and energy in carrying out their duties and responsibilities.

(vii) In addition the proposed Directors KMP / Senior management personnel shall alsopossess:

(a) Strong analytical and excellent communication skills;

(b) collaborative and flexible style with a strong service mentality;

(c) Leadership skills - ability to lead and motivate a team supervise them and provide/ suggest regular progress reviews and plans for improvement.

Remuneration of Directors:

i. Company shall pay remuneration by way of salary perquisites allowances andVariable pay to Managing Director / Executive Director / Wholetime Director ('ExecutiveDirector'). The Committee shall recommend remuneration for the approval of the Board.Remuneration including annual increment if any shall be paid within the limitsprescribed under the Companies Act 2013 and/ or range approved by the Shareholders of theCompany.

ii. The remuneration of the Executive Director shall be determined keeping in view thequalification experience performance duties and responsibilities and Industry pattern /benchmark of the similar industry and the relative performance of the Company to theindustry performance and such other criteria as may be prescribed from time to time

iii. The tenure of Directors (including Executive Directors and Independent Directors)shall be as per provisions of the Act and rules made there under and SEBI (ListingObligation and Disclosure Requirement) Regulation 2015 as amended from time to time.

iv. The Non Executive Directors of the Company shall be entitled for sitting fees forattending meetings of the Board and Committee(s) Meetings either personally or throughvideo conferencing or any audio visual means or teleconference as may be approved by theBoard. Sitting fees for the same shall be within the statutory limits fixed from time totime.

v. Based on the performance of the Company the Committee may recommend payment ofprofit related commission to Non-Executive Directors as per limits laid down in Actsubject to approval of the Board and shareholders of the Company.

Remuneration of KMP / Senior management and other employees of the Company

i. The remuneration of KMP Senior management and other employees shall largely consistof salary perquisites and performance incentives (Variable pay). The retirement benefitshall be paid subject to prescribed statutory ceiling.

ii. The components of the total remuneration shall be governed by the industry pattern/ benchmark qualification experience performance duties and responsibilities of eachemployee and governed by the limits if any prescribed under the Companies Act 2013 andrules made there under or any other enactment for the time being in force.

iii. The remuneration of KMP (other than Directors) Senior management and otheremployees shall be decided by Managing Director of the Company on the basis of criteriaand policy framed by the committee from time to time

iv. The annual Variable pay shall be linked to the performance of the Company ingeneral and their individual performance for the relevant year.

Removal

Subject to the provisions of the Companies Act 2013 read with rules made there underand SEBI (Listing Obligation and Disclosure Requirement) Regulation 2015 the Committeemay recommend (along with the reasons / justification) to the Board removal of anyDirector KMP or Senior management personnel in case such Director / KMP / Seniormanagement personnel (as the case may be) suffers from any disqualification mentioned inthe Act rules made there under SEBI (Listing Obligation and Disclosure Requirement)Regulation 2015 or under any other applicable law or on any other reasonable ground(s)as the Committee may deem appropriate.

Criteria for Evaluation:

The evaluation process will be conducted on annual basis as per evaluation process andcriteria specified in the policy.

The entire Board (excluding the Director being evaluated) shall conduct performanceevaluation of all the Independent Directors.

The Independent directors of the Company shall hold at least one meeting in a yearwithout the attendance of Non Independent Directors and members of management. All theIndependent Directors of the Company shall strive to be present at such meeting.

The Independent Directors in the meeting shall inter- alia:

1. review the performance of Non Independent Directors and the Board as a whole;

2. review the performance of the Chairperson of the Company taking into account theviews of Executive Directors and Non Executive Directors;

3. assess the quality quantity and timeliness of flow of information between thecompany management and the Board that is necessary for the Board to effectively andreasonably perform their duties.

The Nomination and Remuneration Committee has laid down the following criteria forevaluation of performance of Independent Directors Non-Independent Director Board andCommittees.

Performance evaluation of Independent Directors

Non-Independent Director:

1. Attendance and contribution at Board and Committee meetings

2. Directors preparation for the meeting

3. Directors qualification / skill / expertise providing significant contribution tothe Board's discussions and deliberations

4. Directors Independent judgement / view on potential conflicts of interest ofmanagement board members and the promoters

5. Interpersonal relationship with the other directors & senior management.

6. Director encouragement towards implementation of the best corporate governancepractices.

7. Safeguarding interest of Minority shareholders

8. Ability to manage the meeting and handle the critical and bad situation.

9. Allows or even encourage critical interventions of the Board members.

10. Performance of duties and obligations.

Performance evaluation of Board & Committees:

i. Composition is appropriate with correct mix of knowledge and skills experience aresufficient to maximize performance.

11. Frequency of the meetings

iii. Agenda designed in a way to allow appropriate deliberation and decision.

iv. Monitor the effectiveness of the company's governance practices and make changes asand when needed.

v. Conflicts of interest disclosed properly and dealt with correctly.

vi. Culture of openness & trust between the Board Committee & the SeniorManagement

vii. Monitoring Compliance & Internal Control Systems on an ongoing basis

viii. Overview the business and financial performance with senior management withsufficient details.

ix. Sufficient familiarisation provided in respect of the Company's business

x. Support provided by Secretarial Department arrangement of meeting and documentationfor the meetings agenda Minutes and its quality and availability.

xi. Adequate information provided to the Board between meetings.

Evaluation Form:

The Committee will be responsible for the distribution of the evaluation forms onannual basis. The Committee will conduct or oversee the ministerial duties to preparesend collect and tabulate the evaluation form and schedule necessary meetings tofacilitate the evaluation. The Chairperson of the Committee may delegate thisresponsibility to the Company Secretary.

Outcome of Evaluation:

The results of the evaluation and comments if any presented on the evaluation formwill be reported to the Board / Committee for deliberation(s).

Communication:

i. The Board will evaluate discuss and collate the results of the evaluation process.

ii. The Board will meet and intimate the evaluation results to the Independent Directorand the Non Independent Directors.

iii. The Independent Director and the Non Independent Directors shall be provided anopportunity to address the Board regarding his or her final evaluation results or submita written response to the Board to be kept as an attachment with the written evaluationresults.

Confidentiality:

The discussions held during the Board meeting and the written evaluation results shallbe kept confidential among those who attend the meetings.

Disclosure of the Policy:

The Company shall disclose the criteria for performance evaluation in its Annual Reportfor better corporate governance.

General:

Any or all provisions of the this Policy would be subject to revision/ amendment as maybe made from time to time in the Regulations or any other applicable law.