The Board of Directors of the Company take pleasure in presenting the 28thAnnualReport along with the Audited Accounts for the Financial Year ended 31st March2019.
1. Financial Results of the Company
The Financial performance of the Company for the Financial Year ended 31st March2019 is summarized below: -
| || ||(Rs. In Lakhs) |
| ||2018 19 ||2017 18 |
|Gross Income ||18.25 ||14.82 |
|Profit Before Interest Depreciation & Tax ||(292.60) ||(8.54) |
|Finance Cost and Bank Interest ||0.00 ||0.00 |
|Depreciation ||-- ||-- |
|Profit Before Exceptional Items & Tax ||(292.60) ||(8.54) |
|Add:- Exceptional Income ||-- ||-- |
|Profit Before Tax ||(292.60) ||(8.54) |
|Less:- Provision for Taxation ||-- ||-- |
|Net Profit After Tax ||(292.60) ||(8.54) |
|Excess/(short) Income Tax Provision of Earlier Years ||-- ||-- |
|Net Profit for the year ||(292.60) ||(8.54) |
|Loss Brought Forward ||(3400.56) ||(3392.02) |
|Profit/(Loss) Available for Appropriation ||(3693.16) ||(3400.56) |
2. Transfer to Reserves:
In view of inadequate profits during the year and due to accumulated losses of earlieryears the Company had not transferred any amount to the Reserves.
The Company has not carried out any Business activities during the year. Your Directorsare considering various avenues & options for the activities to be undertaken. TheCompany has earned the income by way of Interest &Profit on sale of Mutual Funds.
Due to loss during the year and carried forward of accumulated losses of earlier yearsyour Directors do not to recommend any dividend for the financial year under review.
5. Public Deposit
The Company has neither invited nor accepted any Public Deposit within the meaning ofthe Section 73 and Section 76 of the Companies Act 2013 and rules made framed thereunder during the year under review. There are no unpaid and unclaimed deposits at the endof Financial Year2018-19. Further there was no default in repayment of Deposits andpayment of interest thereon during the year.
6. Subsidiaries Associate and Joint Venture Companies:
The Company does not have Subsidiary Associate and Joint Venture Companies.
7. Extracts of the Annual Return of the Company:
Pursuant to Section 92(3) of the Companies Act 2013 read with Rule 12 of the Companies(Management and Administration) Rules 2014 the extract of the Annual Return as at 31stMarch 2019 in the prescribed form MGT - 9 forms part of the report and is annexedas Annexure I to this report.
The details of Form MGT 9 are also available on the Company's website atwww.hotelrugby.co.in.
8. Number of meetings of the Board/Committees of Board:
During the Financial Year 2018-19 Four (4) Board Meetings were convened and held(excluding meeting of Independent Directors).. The intervening gap between the Meetingswas within the period prescribed under the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. All the Directors haveattended all the Board Meetings held during the year under review.
In addition to the above and as required under Schedule IV to the Companies Act 20131(One) Separate Meeting of Independent Directors was held on 27.03.2019. The Board ofDirectors has constituted four committees namely Audit Committee Nomination &Remuneration Committee Stakeholders' Relationship Committee and Corporate SocialResponsibility Committee which enables the Board to deal with specific areas/activitiesthat need a closer review and to have an appropriate structure to assist in the dischargeof their responsibilities. The details of the composition of the Audit CommitteeNomination & Remuneration Committee Stakeholders' Relationship Committee and theirrespective terms of reference are included in the Corporate Governance Report forming partof the Annual Report. The Board Committees meet at regular intervals and ensure to performthe duties and functions as entrusted upon them by the Board. The details of the Boardmeetings held during the year and that of Audit Committee Nomination & RemunerationCommittee Stakeholders' Relationship Committee are also set out in the CorporateGovernance Report forming part of the Annual Report.
9. Details about Directors and KMPs who were Appointed/Resigned during theFinancial Year.
During the year under review there was no Change in the Constitution of the Board.Further no KMPs were appointed and none of the existing KMPs have resigned during theyear under review. Further after 31stMarch 2019 the Company has appointedMs. Gauri Gokhale as Company Secretary of the Company w.e.f. 22nd April 2019in order to comply with the provisions of the Companies Act 2013.
In accordance with the provisions of the Companies Act 2013 Mr. Mahendra Thacker(DIN:01405253) Director of the Company retires by rotation and offers himself forre-appointment. Mr. Dinesh Patel Mr. Ashok Kadakia will be completing their tenure of 5consecutive years as Independent Directors on 30.09.2019 pursuant to the provisions ofSections 149 150 152 read with Schedule IV and other applicable provisions of theCompanies Act 2013 the Companies (Appointment and Qualifications of Directors) Rules2014 and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. They being eligible are proposed to be reappointed asIndependent Directors for further period of 5 consecutive years w.e.f 01.10.2019.TheNomination And Remuneration Committee also recommended for their appointment. The Companyhas also received requisite notices in compliance with the provisions of Section 160 ofthe Companies Act 2013 proposing Mr. Dinesh Patel Mr. Ashok Kadakia as the IndependentDirectors of the Company. The Company has received declarations from both the proposedIndependent Directors of the Company confirming that they meet with the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013.
11. A Statement on declaration given by Independent Directors
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down pursuant to Section 149 (6) of the Companies Act 2013.
12. Directors Responsibility Statement
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c)of the Companies Act 2013
(a) that in the preparation of the annual financial statements for the year ended March31 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company as on 31st March 2019 and ofthe profit/ loss for that period;
(c) The directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) The directors had prepared the annual accounts on a going concern basis;
(e) The directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively and
(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Mr. Jatin Shah Chartered Accountant Mumbai (Membership No. -103858) StatutoryAuditor of the Company was appointed at the27thAGM for a period of 5 (Five)years i.e. from the conclusion of 27th AGM till the Conclusion of 32ndAGM. However Mr. Jatin Shah Chartered Accountant Mumbai (Membership No. -103858) hadexpressed his unwillingness to act as Statutory Auditor of the Company and had furnishedhis / resignation. Therefore it was proposed to appoint M/s B. M. Gattani & Co. (FRN113635W) Chartered Accountants Mumbai as the Statutory Auditor of the Company for aperiod of 5 (Five) years i.e. from the conclusion of 28th AGM till theconclusion of 33rd AGM at a remuneration to be determined by the Board ofDirectors of the Company. Further M/s B. M. Gattani & Co. (FRN 113635W) CharteredAccountants Mumbai had also furnished their Consent and Eligibility Certificate.Therefore Your Directors recommend appointment of M/s B. M. Gattani & Co. (FRN113635W) Chartered Accountants Mumbai as Statutory Auditor/s of the Company.
14. Internal Auditors Internal Control System and their Adequacy:
Pursuant to provisions of Section 138 of the Companies Act 2013 and relevant Rulesframed thereunder M/s M. H. Dalal & Associates Chartered Accountants Mumbai (FirmRegistration Number 112449W) were appointed as Internal Auditors of the Company for theFinancial Years 2018-19. The Internal Auditors are required to report to the AuditCommittee of the Board after conducting comprehensive audit of operations of the Company.In order to attain the corporate objectives strict internal controls systems wereimplemented across the organisation. The Audit Committee reviews adequacy andeffectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations on regular basis. The audit function maintains itsindependence and objectivity while carrying out assignments. It evaluates on a continuousbasis the adequacy and effectiveness of internal control mechanism. The function alsoproactively recommends improvement in policies and processes suggests streamlining ofcontrols against various risks. Your Company has laid down set of standards processes andstructure which enables it to implement internal financial control across the Company andensure that the same are adequate and operating effectively.
15. Policies on appointment and remuneration including criteria for determiningqualifications positive attributes independence of a Director and other matters providedunder sub-section (3) of section 178:
The Company has a Nomination and Remuneration Policy formulated in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules framed thereunder and as amended from time to time. The policy shall apply to all Directors(Executive Non Executive & Independent) Key Managerial Personnel and SeniorManagement. The Policy laid down the roles of the Committee criterion for appointment ofDirectors Key Managerial Personnel and Senior Management and parameters for determiningthe remuneration of Directors Key Managerial Personnel Senior Management and otheremployees.
16. Whistle Blower Policy:
Pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of Companies (Meetings of Board and its Powers) Rules 2014 andRegulation 22 and 46(2)(e) of the SEBI (Listing Obligations and Disclosures Requirements)Regulations 2015and Clause 49 of the Listing Agreement the Company has adopted a WhistleBlower Policy which provides for a vigil mechanism that encourages and supports itsDirectors/Committee Members and employees to report instances of unethical behaviouractual or potential fraud or violation of the Company's Code of Conduct or Ethics policy.It also provides for adequate safeguards against victimization of persons who use thismechanism and direct access to the Chairperson of the Audit Committee in exceptionalcases.
17. Corporate Social Responsibility:
Though the provisions of Section 135 of The Companies Act 2013 and Rules framed thereunder regarding Corporate Social Responsibility are not applicable to the Company theCompany has constituted the Corporate Social Responsibility (CSR) Committee as per therequirement of Companies Act 2013 which consists of Mr. Mahendra Thacker (ExecutiveDirector) Mrs. Darshana Thacker (Non-Executive Director) and Mr. Ashok Kadakia(Independent Director). The Company believes that Corporate Social Responsibility (CSR) isthe continuing commitment for improving the quality of life of the society atlarge'.
18. Reservation and qualification on Auditor Report;
Regarding qualification made by the Auditors in their Report on Note no. 20 of Accountsw.r.t. Going Concern Concept we state as under: The Company is having liquid funds and islooking for some good avenue of business. The Company has invested most of its liquidfunds on short term basis so that funds can be available whenever required. The otherqualifications if any made in the Auditor's Report are self-explanatory and therefore donot call for any further comments.
19. Details in respect of frauds reported by Auditors pursuant to section 143(12) ofthe Companies Act 2013:
During the year under review there were no incidences of fraud reported by Auditors.
20. Secretarial Audit report given by Company Secretary in practice:
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s. Sanjay Dholakia & Associates Company SecretariesMumbai to undertake the Secretarial Audit of the Company. The Report of the SecretarialAudit and Secretarial Compliance is annexed as Annexure - II and Annexure - III respectivelyto this Report.
Explanation on Remarks or Disclaimer made by Secretarial Auditor in his Report:
Looking at the Company's size and no business activities for past few years no one wasinterested in joining as Company Secretary. The Company has appointed Company Secretaryw.e.f. 22nd April 2019 in order to comply with the said requirements. The BSELimited and National Stock Exchange of India Limited levied fine for the quarter ended31.12.2018 and 31.03.2019 Further the Company made payment in respect of the fine underreference.
Further due to technical problem the Company could not upload the Annual Report withNational Stock Exchange of India Limited under Regulation 34 of the SEBI (LODR)Regulations 2015 for which the NSE levied fine for delayed filing and in turn theCompany made payment.
21. Management Discussion and Analysis Report:
The Management Discussion And Analysis Report is attached herewith as Annexure V to theDirector's Report
22. Disclosures relating to Loans Guarantees or Investments made by company undersection 186.
During the year under review the Company had not given any Loans and Guarantees. Thedetails of Investments made by the Company as covered under the provisions of Section 186of the Companies Act 2013 are duly mention in the Notes to Accounts forming the part ofAnnual Financial Statements for the year ended 31st March 2019.
23. Particulars of contracts or arrangements with related parties referred to insub-section(1) of section 188:
There were no Related Party Transactions during the year under review.
24. Corporate Governance Report:
Pursuant to Regulations 34(3) of the SEBI (Listing Obligations and Disclosurerequirements) Regulations 2015 a separate section titled Report on CorporateGovernance' (as per Annexure IV)' forms part of this Annual Report.
The Report on Corporate Governance also includes certain disclosures that are requiredas per Companies Act 2013. Auditors' Certificate confirming compliance with theconditions of Corporate Governance as stipulated under the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 also forms part of this Annual Report.
25. Material changes and commitments if any affecting the financial position of thecompany which have occurred between the end of the Financial Year of the company to whichthe financial statements relate and the date of the report:
In terms of the information required under Sub-section (3)(l) of Section 134 it is tobe noted that there are no material Changes and commitments affecting the financialposition of the company have occurred between the end of the Financial Year of the companyto which the financial statements relate and the date of the report.
26. Conservation of energy & technology absorption and Foreign exchange earningsand Outgo.
A. Since the Company does not carry any manufacturing activities particulars to bedisclosed with respect to Conservation of energy & technology absorption under Section134 (3) (m) of Companies Act 2013 read with Companies (Accounts) Rules 2014 are notapplicable. B. During the year under review there has been no earnings and outgo inforeign exchange.
27. Disclosures about annual performance evaluation by the Directors of the Company ofits own and committees and Individual Directors
The Nomination and Remuneration Committee laid down the criteria for performanceevaluation of Directors including Independent Directors Board of Directors and Committeesof the Board. The criteria for performance evaluation covers the areas relevant to theirfunctioning as independent directors or other directors member of Board or Committees ofthe Board.
28. Details of significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's operations in future.
There were no significant and material orders passed by the Regulators or Courts orTribunals which would impact the going concern status and the Company's future operations.
29. Information in terms of under Rule 5 of the Companies (Appointment and Remunerationof Managerial Personnel Rules 2014 )
The information pertaining to Rule 5 of the Company (Appointment and Remuneration ofManagerial Personnel Rules 2014) is given as below:
(i) the ratio of the remuneration of each Director to the median remuneration of theEmployees of the company for the Financial Year is not required to be mentioned as therewere no employees in the Company during the year under review;
(ii) the details w.r.t. the percentage increase in the median remuneration of employeesin the Financial Year is not required to be given as there were no employees in theCompany during the year under review;
(iii) there were no permanent employees during the year under review;
(iv) the details w.r.t. average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last Financial Year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof is not required to be given as there were no employees in the previous financialyear and during the year under review and no managerial remuneration was paid;
(v) the details w.r.t. the key parameters for any variable component of remunerationavailed by the Directors is not required to be given as no remuneration was paid to theDirectors;
(vi) the details w.r.t. affirmation that the remuneration is as per the remunerationpolicy of the company is not required to be given as there were no employees and noremuneration was paid to Directors.
Further During the year under review there were no employees in the Company drawingRemuneration over and above the limit specified pursuant to Rule 5 sub rule (2) of theCompanies (Appointment and Remuneration of Managerial Personnel Rules 2014 )
30. Risk Management
Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. There are no risks which in theopinion of the Board affect the Company operations on going concern basis. The Boardperiodically reviews the risks and measures are taken for mitigation.
31. Maintenance of Cost Records:
During the year under review the Company was not required to maintain the Cost recordsas specified by the Central Goverment under Section 148 of the Companies Act 2013.
32. Prevention of Sexual Harassment:
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of the Sexual harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 and Rules framed thereunder. No complaints werereceived during the year under the said policy. Further as there is no employee employedthe Company has not constituted Internal Complaints Committee as referred in the said Actfor the year ended 31st March 2019. However necessary steps will be taken bythe Board for complying with provisions of the said Act.
33. Declaration Under SS-1:
The Company has complied with the applicable Secretarial Standards viz. SS-1 and SS-2during the year.
The Directors gratefully acknowledge all stakeholders of the Company viz. Members andbanks for the excellent support received from them during the year. The Directors place onrecord their sincere appreciation to all employees of the Company for their unstintedcommitment and continued contribution to the Company.
| ||For and on behalf of the Board of Directors |
| ||Sd/- |
|Place Mumbai ||MAHENDRA THACKER |
|Date: 22.08.2019 ||CHAIRMAN |
| ||DIN-01405253 |