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CKP Leisure Ltd.

BSE: 535052 Sector: Services
NSE: CKPLEISURE ISIN Code: INE418Y01016
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CKP Leisure Ltd. (CKPLEISURE) - Director Report

Company director report

To The Members

CKP LEISURE LIMITED

Your Directors have pleasure in presenting the SIXTH ANNUAL REPORT of theCompany together with the Audited Financial Statement(s) of the Company for the year endedMarch 31 2019.

1. Financial Results:

Particulars 2018-19 2017-18
Gross Income 127.43 1004.76
Deduction there from:
Purchase of stock in trade 25.57 244.95
Changes in inventories of Finished Goods Work in progress and stock in trade 90.05 -70.26
Employee Benefit Expense 54.06 109.49
Finance Cost 3.04 5.37
Depreciation 71.27 113.03
Other Expenses 147.59 461.58
Total Expenditure 391.56 864.15
Profit before prior period adjustment (264.14) 140.61
Prior Period adjustment 0.00 0.00
Profit before taxation and exceptional items 0.00 0.00
Exceptional Item (348.78) 0.00
Profit before tax (612.92) 140.61
Less:
Current Tax 0.00 -41.76
Deferred Tax 7.25 10.28
Profit after tax (605.67) 109.13
Less: Minority Interest 0.00 0.00
Net Profit from continuing operation (605.67) 109.13
Profit/(Loss) from discontinuing operation 0.00 0.00
Net Surplus in the Statement of Profit and Loss. (605.67) 109.13
EPS -6.29 1.31
Reserves excluding Revaluation reserve as per Balance Sheet 484.58 1090.63

2. Financial Performance:

Sales and Other Income for the year ended March 31 2019 amounted to Rs. 127.43 Lakhsas against Rs. 1004.76 Lakhs in the previous Financial Year. Net Loss for the year underreview was Rs. 605.67 Lakhs as against the Rs. 109.13 Lakhs in the previous FinancialYear.

3. Change in the Nature of Business:

There is no change in the present nature of business of the Company.

4. Dividend:

The Board does not recommend any Dividend for the Financial Year 2018-19.

5. Transfer to Reserves:

The Company has not proposed any amount to be transferred to the reserves.

6. Extract of Annual Return:

In accordance with Section 92(3) and Section 134(3) (a) of the Companies Act 2013 anextract of annual return in the prescribed format is uploaded on company's websitewww.ckpleisure.com

7. Number of Board Meetings:

The Board met Seven times during the financial year the details of which are given inthe Corporate Governance Report that forms a part of this Annual Report.

8. Directors Responsibility Statement:

The Board of Directors of the Company confirms:

(I) that in the preparation of the annual accounts for the year ended 31stMarch 2019 the applicable Accounting Standards have been followed. (II) that theDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for the year under review. (III) that the Directors have takenproper and sufficient care for the maintenance of adequate accounting records inaccordance with the Provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities. (IV) that theDirectors have prepared the annual accounts for the year ended 31st March 2019on a ‘going concern' basis. (V) the directors have laid down internal financialcontrols to be followed by the Company and that such internal financial controls areadequate and are operating effectively. (vi) the directors have devised proper systems toensure compliance with the provisions of all applicable laws and such systems are adequateand operating effectively.

9. A statement on declaration given by Independent Directors:

Your Company has received declaration from all the Independent Directors of yourCompany confirming that they meet the criteria of independence as prescribed in Section149(6) of the Companies Act 2013 and under Regulation 16(1)(b) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 {SEBI (LODR) Regulations 2015}.

10.Policy on Directors' appointment and remuneration:

The Nomination and Remuneration Committee is entrusted with the responsibility ofidentifying and ascertaining the integrity qualification expertise and experience of theperson for appointment as Director KMP or at Senior Management level and recommendingtheir appointment for the consideration of the Board. The Company has drawn up Nominationand Remuneration policy in line with the requirement of Section 178 of the Companies Act2013. The Policy inter alia provides that a person should possess adequate qualificationexpertise and experience for the position he / she is considered for appointment. TheCommittee has discretion to decide whether qualification expertise and experiencepossessed by a person is sufficient / satisfactory for the concerned position. Details ofthe policy are available on the Company's website www.ckpleisure.com

11.Vigil Mechanism / Whistle Blower Policy:

The Company has a Vigil Mechanism cum Whistle Blower Policy (‘Vigil Mechanism') inplace. The Vigil Mechanism is a system for providing a tool to the employees of theCompany to report violation of personnel policies of the Company unethical behavioursuspected or actual fraud violation of code of conduct. The Company is committed toprovide requisite safeguards for the protection of the persons who raise such concernsfrom reprisals or victimization. The Policy provides for direct access to the Chairpersonof the Audit Committee in appropriate or exceptional cases. The Board of Directors affirmand confirm that no employee of the Company has been denied access to the Committee.Details of the Vigil Mechanism are available on the Company's website www.ckpleisure.com

12.Auditors a) Statutory Auditors:

At the 4th Annual General Meeting held on 11 September 2017 M/s R.T.Jain& Co. Chartered Accountants (Firm Registration No. 103961W) were appointed asstatutory auditors of the Company for a term of five consecutive years i.e. to hold officetill the conclusion of the Annual General Meeting to be held in the calendar year 2020.TheCompanies amendment act 2017 has waive-off the requirement of annual ratification. theCompany has received a certificate from the auditors to the effect that they are notdisqualified from continuing as Auditors of the Company pursuant to the Companies Act2013 and applicable statutory provision.

Explanations / Comments by the Board in the Auditor's Report:

The Auditors have made certain comment in their Report concerning the financialstatements of the Company. The Management puts forth its explanations as below: Withreference to clause (vi) of the Annexure to the Independent Auditors' Report on thefinancial statements; the Auditors have made a remark that regarding delays in payment ofundisputed statutory dues including Provident Fund Investor Education and ProtectionFund Employees' State Insurance Income-tax

Sales-tax Service Tax Goods and Service Tax Custom Duty Excise Duty cess to theextent applicable and any other statutory dues have generally been regularly depositedwith the appropriate authorities. outstanding statutory dues as on 31st ofMarch 2019 for a period of more than six months from the date they became payable. Alsospecified in note that The Company has transferred all the above mentioned liabilitiesvide Slump Sale Agreement dated October 31 2018 but still liabilities are pending. Thisis due to liquidity Constraints. The Management is in discussion with purchaser regardingthe same and confident to meet its outstanding statutory liabilities very soon. b)Secretarial Auditor and Secretarial Audit Report:

Mr. Nehil Dugar of M/s DNG & Associates Practicing Company Secretaries (CP No.18952) Mumbai was appointed to conduct the secretarial audit of the Company for thefinancial year 2018-19 as required under Section 204 of the Companies Act 2013 and Rulesthereunder. The secretarial audit report for the Financial Year 2018-19 is enclosedherewith as Annexure VI to the Board's Report. There were no qualificationsreservation adverse remarks or disclaimer given by the Secretarial Auditor. The Board hasappointed Mr. Nehil Dugar of M/s DNG & Associates. Practicing Company SecretaryMumbai as secretarial auditor of the Company for the Financial Year 2019-20. c)Internal Auditor:

During the year under review on the recommendation of the Audit Committee the Boardof Directors appointed M/s. Ritesh Burad & Co. Chartered Accountants as the InternalAuditors of the Company for the Financial Year 2017-18 & 2018-19 to conduct InternalAudit of the functions and activities of the Company and submit their report to the Boardas required under Section 138 of the Companies Act 2013 and applicable Rules andprovisions thereunder. Further the Board of Directors has appointed M/s I. A. Kachwala& Associate Chartered accountants as the Internal Auditors of the Company for theFinancial Year 2019-2020 & 2020-21 as per provisions of Section 138 of Companies Act2013.

13. Particulars of Loans Guarantees and Investments:

Particulars of Loans & Investment as required under Section 186 of the CompaniesAct 2013 read with the Companies (Meeting of Board and its Powers) Rules 2014 are givenin Note no. 10 & 14 forming part of Financial Statements. There is no Guarantees givenduring the year under review.

14.Particulars of contracts or arrangements with related parties:

The Company does have transactions with related party in terms of Section 188 of theCompanies Act 2013. Hence the disclosure required to be provided under Section 134(3)(h) of the Companies Act 2013 in Form AOC 2 is applicable is furnished as Annexure Ito this report.

The Disclosures as required under Accounting Standard 18 (AS-18) ‘'Related PartyDisclosures'' notified under Rule 7 of the Companies (Accounts) Rules 2014 have beenprovided in Note No. 25 of the Notes forming part of the Financial Statements.

15.Material Changes and Commitments if any Affecting the Financial Position of theCompany: The Shareholders has approved the following resolutions in Extra OrdinaryGeneral Meeting dated October 24 2019: Sale of Substantial Undertaking (Club Sirkus)under section 180(1)(a) of the Companies Act 2013.

16.Disclosure of Particulars:

Information's as per the provisions of Section 134(3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating to Conservation ofEnergy Technology Absorption Foreign Exchange Earnings and Outgo is given in AnnexureIII forming part of this Report.

17.Details of Committees of the Board:

At present the Board has following three (3) Committees: Audit Committee Nominationand Remuneration Committee Stakeholders' Relationship Committee

The Composition of the Committees and relative compliances are in line with theapplicable provisions of the Companies Act 2013 read with the Rules and ListingRegulations. Details of terms of reference of the Committees Committees' Membership andattendance at meetings of the Committees are provided in the

Report on Corporate Governance.

18.Annual Evaluation of Board Performance:

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015 the performance evaluation of the Chairmanand the Non Independent Directors was carried out by the Independent Directors in theirseparate meeting who also reviewed the performance of the Board as whole. The Nominationand Remuneration Committee has defined the evaluation criteria procedure for theperformance evaluation of the Board of Directors. The Board's functioning was evaluated onvarious aspects including inter alia degree of fulfillment of key responsibilities BoardStructure and Composition effectiveness of Board process information and functioning.The Directors were evaluated on aspects such as attendance and contribution at Board /Committee Meeting and guidance / support to the management outside Board / CommitteeMeetings. In addition the Chairman was also evaluated on Key aspects of his roleincluding setting the strategic agenda of the Board encouraging active engagement of allBoard Members. Evaluation of Independent Directors was done by the Entire board.

19.Directors or Key Managerial Personnel who were appointed or have resigned during theyear:

As per the relevant provisions of Companies Act 2013 and SEBI (LODR) Regulations 2015the changes in Directors and Key Managerial Personnel are detailed as follows: Mr. SagarKarwa (DIN: 02708768) and Ms. Chandani Shah (DIN: 07570532) Independent Directors of theCompany tendered their resignation from the office of Independent Director w.e.f. October04 2018. Mr. Alay Waghani (DIN: 07554550) Whole Time Director of the Company tendered hisresignation from the office w.e.f. January 28 2019. Mr. Chirag Sidhpura resigned as ChiefFinancial Officer & Key Managerial Personnel w.e.f. March 11 2019. The Board placedon record its appreciation for the services rendered by them during his tenure with theCompany. Pursuant to recommendation of Nomination and Remuneration Committee and approvalof the Audit Committee and pursuant to the provisions of Section 203 of the Companies Act2013 read with relevant rules thereunder and in accordance with Articles of Association ofthe Company and other applicable provisions of the Companies Act 2013. 5thAnnual General Meeting held on September 29 2018 Ms. Kruti Bhagat (DIN: 07771377) andMr. Abhishek Jain (DIN: 07899056) were appointed as independent Directors of the Companywith immediate effect. Extra Ordinary General Meeting held on March 7 2019 Ms. ShradhaDhanda (DIN: 07840687) was appointed as Whole Time Director of the Company. Mr. AkshaySuresh Tambe was appointed as a Chief Financial Officer and Key Managerial Personnelw.e.f. March 25 2019. Mr. Chanakya Dhanda (DIN: 02709047) retires at the ensuing AnnualGeneral Meeting and being eligible seeks re-appointment. The Board has recommended hisappointment. The details of training and familiarization programme for Directors have beenprovided on the website of your Company viz. www.ckpleisure.com

20.Subsidiary Companies and Joint Venture:

During the year Company do not have any Subsidiary Companies or Joint Venture.

21.Deposits:

During the Period under review your Company has not accepted any Public Deposits underChapter V of the Companies Act 2013.

22.Disclosures Relating to Remuneration of Directors Key Managerial Personnel andParticulars of Employees: The information required under Section 197 of the CompaniesAct 2013 read with Rule 5(1) Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 in respect of Directors/ Employees of your Company is appended inAnnexure II forming part of this Report. In accordance with provisions of Section 197of the Companies Act 2013 read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are set out in the annexure to thisreport. In terms of provisions of Section 136(1) of the Companies Act 2013 this report isbeing sent to the members without this annexure. Members interested in obtaining copy ofthe annexure may write to the Company Secretary and the same will be furnished on request.The said information is available also for inspection at the registered office of theCompany during working hours.

23.Corporate Governance:

Pursuant to Regulation 34 (3) read with Schedule V of the Securities and Exchange Boardof India (Listing Obligations and Disclosures Requirements) Regulations 2015 CorporateGovernance report is given in Annexure IV to this Report.

24.Management Discussion and Analysis Report:

A report in the form of Management Discussion and Analysis Report is annexed hereto as AnnexureV and forms part of this Report

25.Disclosure under the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013:

The Company has formulated an Internal Complaints Committee on prevention prohibitionand redressal of sexual harassment at workplace in line with the provisions of The SexualHarrasment of Women at workplace (Prevention Prohibition and Redressal) Act 2013. Therewere no cases/complaints pertaining to sexual harassment reported during the year underreview.

26.Details of significant and Material orders passed by the regulators or Courts ortribunals impacting the going concern status and Company's operations in future:

During the year under review there were no significant or material orders passed bythe regulators or courts or tribunals impacting the going concern status and Company'soperations in future.

27.Adequacy of Internal Financial Controls with reference to the Financial Statements:

There are internal financial controls in place with reference to the financialstatements. During the year under review these controls were evaluated and no significantweakness was identified either in the design or operation of the controls.

28.Secretarial Standards:

The Company has complied with the Secretarial Standards as applicable to the Companypursuant to the provisions of the Companies Act 2013.

29.Acknowledgement:

The Board of Directors expresses their deep gratitude for the co-operation and supportextended to the Company by its Members Customers Suppliers Bankers and variousGovernment agencies.

For and on behalf of the Board
CKP LEISURE LIMITED
Chanakya Dhanda Shradha Dhanda
Chairman & Director Whole Time Director
(DIN: 02709047) (DIN: 07840687)
Date: August 27 2019
Place: Mumbai

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