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CKP Leisure Ltd.

BSE: 535052 Sector: Services
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CKP Leisure Ltd. (CKPLEISURE) - Director Report

Company director report


The Members


Your Directors have pleasure in presenting the Fourth Annual Report of the Companytogether with the Audited Financial Statement(s) of the Company for the year ended March31 2017.

1. Financial Results:

In Rupees
Particulars 31st March 2017 31st March 2016
Revenue from Operations 106319912 11601764
Less: Expenses 87691424 875364
Net Profit/(Loss) before Depreciation 18628488 10726400
Depreciation and Amortization 6842287 -
Net Profit/(Loss) Before Taxation 21725192 10726400
Less: Tax Expense:
1. Current Tax 3476420 -
2. Deferred Tax Charge (credit) 1752516 -
Net Profit/(Loss )for the year 16496256 10726400

2. Financial Performance

Sales and Other Income for the year ended March 31 2017 amounted to Rs. 10.63 Croresas against Rs. 1.16 Crores in the previous Financial Year. Net Profit for the year underreview was Rs. 1.64 Crores as against Rs. 1.07 Crores in the previous Financial Year.

3. Dividend

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

4. Sale of Athena Restaurant & Bar.

Company has disposed off its investment in Athena Restaurant & Bar vide deed ofpartnership dated 31st December 2016.

5. 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 in place"Policy on Prevention Prohibition and Redressal of Sexual Harassment." Thepolicy 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 2016-2017.

6. 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.

Audit Committee regularly reviews the internal control system to ensure that it remainsactive and aligned with the business requirements. In case weaknesses are identified as aresult of the reviews new procedures are put in place to strengthen controls.

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.

7. Number of Board Meetings:

Twelve meetings of Board of Directors were held during the financial year 2016-17. Thedetails of the Board Meeting and the attendance of the Directors are provided in theCorporate Governance Report.

Sr. No. Date of Board Meeting
1. 27th April 2016
2. 29th June 2016
3. 1st July 2016
4. 07th July 2016
5. 29th August 2016
6. 2nd September2016
7. 6th September2016
8. 14th September2016
9. 15th October2016
10. 3rd December2016
11. 1st February2016
12. 16th March2016

8. 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.

9. Particulars of Loans Guarantees and Investments.

Particulars of Loans as required under Section 186 of the Companies Act 2013 read withthe Companies (Meeting of Board and its Powers) Rules 2014 are given in Notes no. 28 29and 30 farming part of Financial Statements. There is no Guarantees given and Investmentmade during year under review.

10. Particulars of contracts or arrangements with related parties.

The Company does not have any contract or arrangement or transaction with related partyin terms of Section 188 of the Companies Act 2013. Hence the disclosure required to beprovided under Section 134(3)(h) of the Companies Act 2013 in Form AOC - 2 is notapplicable and need not to be furnished.

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. 27 of the Notes forming part of the Financial Statements.

11. 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.

12. Directors Responsibility Statement

The Board of Directors of the Company confirm:

(i) that in the preparation of the annual accounts for the year ended 31stMarch 2017 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 2017 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.

13. 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.

14. 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.

15. Disclosure of Particulars

The particulars as prescribed under Section 134(3)(m) of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014 are as follows:

(A) Conservation of Energy & Technology Absorption:

i. The steps taken or impact on conservation of energy:

The operations of your company are increasing at better speed. The company has howevertaken adequate measures to conserve energy consumption. The impact of these efforts hasenhanced energy efficiency. As energy cost forms a very small part of total expenses thefinancial impact of these measures is not material and hence not measured.

ii. The Steps taken by the Company for utilizing alternative sources of energy: N.A.

iii. The Capital investment on energy conservation equipments: N.A.

(B) Technology Absorption:

i. The efforts made towards technology absorption: The Company has no activity relatingto technology absorption.

ii. The benefits derived like product improvement cost reduction product developmentor import substitution: N.A.

iii. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year): N.A.

The Company has not imported technology during the last three years.

iv. The Expenditure incurred on Research and Development: N.A.

(C) Foreign Exchange Earnings and Outgo:

Your company does not have foreign exchange earnings and outgo.

16. 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 not applicable to the company.

17. Management Discussion and Analysis Report

Sales and Other Income for the year ended March 31 2017 amounted to Rs. 10.63 Croresas against Rs. 1.16 Crores in the previous Financial Year. Net Profit for the year underreview was 1.64 Crores as against Rs. 1.07 Crores in the previous Financial Year.

18. 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 him for re-appointment asDirector liable to retire by rotation.

During the year under review following officials were appointed and resigned:

Sr. No. Name of Director/KMP Designation Appointment Date Resignation Date
1 Mr. Manish Reddy Whole Time Director 07/07/2016 08/05/2017
2 Mr. Vageesh Nigam Chief Executive Officer 02/09/2016 11/11/2016
3 Mr. Aba Parab Chief Financial Officer 01/07/2016 03/12/2016
4 Ms. Heta Vashi Company Secretary 15/10/2016 -
5 Mr. Sagar Karwa Independent Director 03/11/2016 -
6 Ms. Chandni Shah Independent Director 03/11/2016 -
7. Mr. Onkar Sathe Chief Financial Officer 08/05/2017 19/07/2017
8. Mr. Alay Waghani Whole Time Director 08/05/2017 -
9. Mr. Chirag Sidhpura Chief Financial Officer 19/07/2017 -

19. 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 Annual General Meeting and ratification for appointmentof auditors is mentioned in notice convening the AGM.

20. 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 30th April 2016:

• Change of Name of the Company from Dionysus Club Private Limited to CKP LeisurePrivate Limited.

ii. The Shareholders have approved the following resolutions in Extra Ordinary GeneralMeeting dated 1st September 2016:

• Alteration of Main Object Clause of the Company.

• Conversion of Private Limited Company to Public Limited Company.

• Adoption of new set of Articles of Association of the Company.

• Increase in Authorised Capital of the Company from Rs. 60000000/- to Rs.83500000/-.

• Preferential Allotment of 1700000 Equity Shares to Mr. Prafulla Bhat & Mr.Chanakya Dhanda.

• Alteration of capital clause in the Memorandum of Association of the Company.

• Increase in Borrowing power in terms of Section 180(l)(c) of the Companies Act2013

• Change of Registered office address.

iii. The Shareholders have approved following resolutions in Extra ordinary GeneralMeeting dated 5th June 2017:

• Appointment of Whole Time Director.

• Increase of Authorized Capital of the Company from Rs. 83500000/- to135000000/-

• Change of main object of the Company.

iv. Other Material changes during the year under review:

• Disposed off stake in Athena Restaurant & Bar.

• Right issue of 800000 Equity shares.

• Formed Audit Nomination and Remuneration Stakeholders relationship committee.

• Company is in process of filing Draft Prospectus with National Stock Exchangefor proposed initial public offer.

21. Other Disclosures/Reporting:

Your Directors further state that during the year under review:

a) no amount is transferred to General Reserve;

b) there was no change in nature of Business;

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

d) 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;

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

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

22. 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.

23. 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
Chanakya Dhanda Alay waghani
Chairman & Director Director
(DIN:02709047) (DIN:07554550)
Date: July 19 2017
Place: Mumbai