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CKP Leisure Ltd.

BSE: 535052 Sector: Services
NSE: CKPLEISURE ISIN Code: INE418Y01016
BSE 05:30 | 01 Jan CKP Leisure Ltd
NSE 05:30 | 01 Jan CKP Leisure Ltd

CKP Leisure Ltd. (CKPLEISURE) - Director Report

Company director report

To

The Members

CKP LEISURE LIMITED

Your Directors have pleasure in presenting the FIFTH ANNUAL REPORT of theCompany together with the Audited Financial Statement(s) of the Company for the year endedMarch 31 2018.

1. Financial Results:

Rupees in lacs

Particulars 2017-18 2016-17
Gross Income 1004.76 1082.59
Deduction there from:
Purchase of stock in trade 244.95 385.05
Changes in inventories of Finished Goods Work in progress and stock in trade -70.26 -19.79
Employee Benefit Expense 109.49 92.28
Finance Cost 5.37 0.05
Depreciation 113.03 68.42
Other Expenses 461.58 419.33
Total Expenditure 864.15 945.34
Profit before prior period adjustment 140.61 137.25
Prior Period adjustment 0.00 0.00
Profit before taxation and exceptional items 0.00 0.00
Exceptional Item 0.00 0.00
Profit before tax 140.61 137.25
Less:
Current Tax -41.76 -34.76
Deferred Tax 10.28 -17.53
Profit after tax 109.13 164.96
Less: Minority Interest 0.00 0.00
Net Profit from continuing operation 109.13 164.96
Profit/(Loss) from discontinuing operation 0.00 0.00
Net Surplus in the Statement of Profit and Loss. 109.13 164.96
EPS 1.31 2.42
Reserves excluding Revaluation reserve as per Balance Sheet 1090.63 612.38

2. Financial Performance:

Sales and Other Income for the year ended March 31 2018 amounted to Rs. 1004.76 Lakhsas against Rs. 1082.59 Lakhs in the previous Financial Year. Net Profit for the year underreview was Rs. 109.13 Lakhs as against Rs. 164.96 Lakhs in the previous Financial Year.

3. Change in the Nature of Business:

During the year Company had changed its main business activity and adopted followingmain business activity in the Extra Ordinary General Meeting held on 5 th June2017.

a. To carry on the business of leisure entertainment recreation cultural promotionamusement sports health units including hotels clubs restaurants baths swimmingpool amusement park jogging parks gardens play grounds places of worship readingrooms store ship amusement arcade food courts lounges restaurants resorts holidayresorts motels cafe refreshment rooms villas garages summerhouses taverns resthouses guest houses tea houses coffee houses liquor bars alcohol and soft drink barscold drink houses ice cream bars food stalls and fruit stalls milk bars food plazasfood court fashion outlets video parlours gokarting facilities fitness centers and allkinds of like business relating to entertainment recreation amusement related industriesin India and abroad.

b. To carry on the business of proprietors managers operators of theatres theatricalagents box office keepers concert room proprietors dramatic and musical publishers andprinters and to build construct and erect studios theaters cinema halls music hallsopen air theatres family entertainment centers and other places of entertainment and tocarry on all or any of the business of film producing Studio and to promote producehire acquire represent conducting performance and exhibition of cinematograph orstereoscopic or coloured or bioscope pictures films operate as & stage plays andother entertainment as the Company may from time to time think fit and to permit theCompany's premises to be used for all or any of the above purpose and such other purposesas may be deemed expedient.

c. To acquire land or building as owners or lease holders or otherwise by itself orthrough promoters or others to construct and run cinema houses commercial residentialagricultural properties theatres places and halls banquet halls lodging

houses guest houses restaurants parking places of all types and to carry on allkinds of like business of related industries in India and abroad.

4. Dividend:

The Directors have not recommended dividend on equity shares for the year under review.

5. Initial Public Offer of the Company:

The Company has been listed on EMERGE platform of National Stock Exchange (NSE) onMarch 6 2018.

6. Subsidiary Companies and Joint Venture:

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

7. Details of Committees of the Board:

At present the Board has following three (3) Committees:

• Audit Committee

• Nomination and 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 CorporateGovernance.

8. 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 Nomination and Remuneration policy in line with therequirement of Section 178 of the Companies Act 2013. The Policy inter alia provides thata person should possess adequate qualification expertise and experience for the positionhe / she is considered for appointment. The Committee has discretion to decide whetherqualification expertise and experience possessed by a person is sufficient /

satisfactory for the concerned position. Details of the policy are available on theCompany's website www.ckpleisure.com

9. 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 Chairperson of the Audit Committee inappropriate or exceptional cases. The Board of Directors affirm and confirm that noemployee 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

10. Policy on Prevention Prohibition and Redressal of Sexual Harassment at Workplace:

The Company is committed to provide a healthy environment to all employees and thusdoes not tolerate any sexual harassment at workplace. The Company has inplace"Policy on Prevention Prohibition and Redressal of Sexual Harassment."The policy aims to provide protection to employees at the workplace and preventing andredressing complaints of sexual harassment and it covers matters connected or incidentalthereto. The Company has not received any complaint of sexual harassment during thefinancial year 2017-2018.

11. Adequacy of Internal Financial Controls with reference to the Financial Statements.

The Company has devised appropriate systems and framework for adequate internalfinancial controls with reference to financial statements commensurate with the sizescale and complexity of its operations including proper delegation of authority policiesand procedures effective IT systems aligned to business requirements risk based internalaudit framework risk management framework.

The Audit Committee regularly reviews the internal control system to ensure that itremains effective and aligned with the business requirements. In case weaknesses areidentified as a result of the reviews new procedures are put in place to strengthencontrols.

Further the Board annually reviews the effectiveness of the Company's internal controlsystem. The Directors and Management confirm that the Internal Financial Controls (IFC)are adequate with respect to the operations of the Company.

A report of the Auditors pursuant to Section 143(3) (i) of the Companies Act 2013certifying the adequacy of Internal Financial Controls is annexed with the Auditors'Report.

12. Number of Board Meetings:

Ten meetings of Board of Directors were held during the financial year 2017-18. Thedetails of the Board Meeting and the attendance of the Directors are provided in theCorporate Governance Report.

13. 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 Nomination and Remuneration Committee has defined the evaluation criteriaprocedure for the performance evaluation of the Board of Directors.

The Board's functioning was evaluated on various aspects including inter alia degreeof fulfillment of key responsibilities Board Structure and Composition effectiveness ofBoard 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.

14. 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 & 25 forming part of Financial Statements. There is no Guarantees givenduring the year under review.

15. 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 AnnexureI to 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.

16. Declaration of Independent Directors:

The Independent Directors have submitted their disclosures/ declarations to the Boardthat they fulfill all the requirements as stipulated in Section 149(6) of the CompaniesAct 2013 so as to qualify themselves to be appointed as Independent Directors under theprovisions of the Companies Act 2013 and the relevant rules.

17. 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 2018 the applicable Accounting Standards have been followed.

(ii) that the Directors have selected 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 profit 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 annual accounts for the year ended 31stMarch 2018 on a 'going concern' basis.

(v) that the Directors have laid down internal financial control and that such internalfinancial control are adequate.

(vi) that the Directors have devised proper system to ensure compliance with theProvisions of all applicable laws.

18. Disclosures Relating to Remuneration of Directors Key Managerial Personnel andParticulars of Employees:

The information required under Section 197 of the Companies Act 2013 read with Rule5(1) Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 inrespect of Directors/ Employees of your Company is appended in Annexure II formingpart of this Report.

In accordance with provisions of Section 197 of the Companies Act 2013 read with Rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are set out in the annexure to this report. In terms of provisions of Section 136(1) ofthe Companies Act 2013 this report is being sent to the members without this annexure.Members interested in obtaining copy of the annexure may write to the Company Secretaryand the same will be furnished on request. The said information is available also forinspection at the registered office of the Company during working hours.

19. Extract of Annual Return:

In terms of Section 92 of the Companies Act 2013 read with the Companies (Managementand Administration] Rules 2014 details' forming the part of the extract of annual returnis enclosed in Annexure III forming part of this Report.

20. Disclosure of Particulars:

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

21. 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 V to this Report.

22. Management Discussion and Analysis Report:

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

23. Directors and Key Managerial Personnel:

In accordance with the requirements of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Prafulla Bhat Director of the Company retire at theforthcoming Annual General Meeting and being eligible offer themselves for reappointmentas Director liable to retire by rotation.

During the year under review following officials were appointed:

Sr no. Name of Director/KMP Designation Appointment date
1 Mr. Alay Waghani Whole time Director 2nd May 2017
2 Mr. Chanakya Dhanda Non Executive Non Independent Director 5th November 2014
3 Mr. Prafulla Bhat Non Executive Non Independent Director 5th November 2014
4 Mr. Sagar Karwa Independent Director 3rd November 2016
5 Ms. Chandni Shah Independent Director 3rd November 2016
6 Mr. Chirag Sidhpura Chief Financial Officer 19th July 2017
7 Ms. Heta Vashi Company Secretary 15 th October 2016

During the year under review following officials had given resignation:

Sr no. Name of Director/KMP Designation Appointment date
1 Mr. Manish Reddy Whole time Director 8th May 2017
2 Mr. Onkar Sathe Chief Financial Officer 19th July 2017

24. Auditors

a) Statutory Auditors

Pursuant to Section 139(2) of the Companies Act 2013 read with rule 6 of Companies(Audit and Auditors) Rules 2014 M/s. R.T. & Co. Chartered Accountants wereappointed for period of 5 years in previous Annual General Meeting and ratification forappointment of auditors is mentioned in notice convening the AGM.

b) Secretarial Auditor and Secretarial Audit Report

The provisions of Section 203 of Companies Act 2013 is now applicable to Company andCompany has appointed M/s. DNG & Associates Practicing Company Secretaries tocarry out Secretarial Audit for the Financial Year 2017-2018 & 2018- 2019. TheSecretarial Audit Report is furnished as Annexure VII.

C) Internal Auditor:

The provisions of Section 138 of Companies Act 2013 is now applicable to Company andCompany has appointed M/s. Ritesh Burad & Co. Chartered Accountants to carryout Internal Audit for the Financial Year 2017-2018 & 2018- 2019.

25. Material Changes and Commitments if any Affecting the Financial Position of theCompany:

i. The Shareholders has approved the following resolutions in Extra Ordinary GeneralMeeting dated 5 th June 2017:

• Increased Authorised Capital of the Company from Rs. 83500000/- to Rs.135000000/-.

• Changed main object of the Company.

ii. The Shareholders has approved the following resolutions in Extra Ordinary GeneralMeeting dated 25 th July 2017:

• Authorised for Issue of Shares through Public Issue which includes Equity Sharesof 1248000 equity share capital of the Company by way of a fresh issuance of EquityShares and offer of sale of 2600000 Equity Shares by the existing shareholders of theCompany.

iii. Other Material changes during the year under review:

• Formed Audit Nomination & Remuneration & Stakeholders relationshipcommittee.

• Company got listed its shares on SME platform of NSE on 6th March2018.

26. Other Disclosures/Reporting:

Your Directors further state that during the year under review:

a) no amount is transferred to General Reserve

b) the Company has not taken any deposits from Public or Shareholders of the Company;

c) there were no significant / material orders passed by the Regulators or Courts orTribunals impacting going concern status of your Company and its operations in future;

d) there are no qualifications reservation or adverse remark or disclaimer made by theStatutory Auditors in their Report.

e) Personnel

Your Company continued to enjoy warm and healthy relations with its employees at alllocations. Your Directors take this opportunity to record their appreciation for thesignificant outstanding contribution made by the employees at all levels.

f) Acknowledgement

Your Directors express their deep gratitude for the co-operation and support extendedto the Company by its Members Customers Suppliers Bankers and various Governmentagencies.

For and on behalf of the Board

CKP LEISURE LIMITED

Sd/-

Chanakya Dhanda

Chairman & Director (DIN:02709047)

Date: September 5 2018

Place: Mumbai

Sd/-

Alay Waghani

Whole Time Director (DIN: 07554550)