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Howard Hotels Ltd.

BSE: 526761 Sector: Services
NSE: N.A. ISIN Code: INE931B01016
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NSE 05:30 | 01 Jan Howard Hotels Ltd
OPEN 5.55
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VOLUME 6
52-Week high 11.75
52-Week low 5.06
P/E
Mkt Cap.(Rs cr) 5
Buy Price 5.70
Buy Qty 65.00
Sell Price 5.55
Sell Qty 2482.00
OPEN 5.55
CLOSE 5.55
VOLUME 6
52-Week high 11.75
52-Week low 5.06
P/E
Mkt Cap.(Rs cr) 5
Buy Price 5.70
Buy Qty 65.00
Sell Price 5.55
Sell Qty 2482.00

Howard Hotels Ltd. (HOWARDHOTELS) - Director Report

Company director report

TO THE MEMBERS

Your Directors are presenting the 30th (Thirtieth) Annual Report of theCompany together with the Audited Accounts for the year ended 31st March 2019.

FINANCIAL HIGHLIGHTS

The Performance of the Company for the financial year ended 31st March 2019is summarized below:

(Rs. in Lakhs)
PARTICULARS CURRENT YEAR (2018-19) PREVIOUS YEAR (2017-18)
1. Total Income 1078.20 952.12
Less: i) Operating Administrative & other Exp. 982.71 895.49
2. Earnings before interest and depreciation 95.49 56.63
Less: i) Interest 19.86 17.43
ii) Depreciation 76.80 70.34
3. Profit before Tax (1.17) (31.14)
Less: provision for Tax
i) Current - -
ii) Deferred (0.65) (27.15)
iii) Earlier year Tax (0.16) 2.04
iv) MAT Credit - -
4. Profit after Tax (0.36) (6.03)
Add: Balance of Profit as per last Balance Sheet 282.05 307.23
Less: Adjustment of depreciation on account of change in estimated life of fixed assets. - -
Less: Other Comprehensive income for the year net of tax (12.31) (19.15)
5. Balance available for appropriation 269.38 282.05

COMPANY'S PERFORMANCE

During the year under review the Company has total revenues of 1078.20 Lakhs ascompared to 952.12 Lakhs during the previous year. The net loss for the year under reviewhas been 12.67 Lakhs against loss of 25.18 Lakhs during the previous year. Your directorsare continuously looking for avenues for future growth of the Company in Hotel Industry.

DIVIDEND

Due to loss during the period under review no dividend has been recommended for theperiod under review.

RESERVES

The appropriations for the year are:

(Rs. in Lakhs)
PARTICULARS CURRENT YEAR (2018-19) PREVIOUS YEAR (2017-18)
Securities Premium A/c as per last Balance Sheet 40.50 40.50
Addition during the year -
(a) 40.50 40.50
Balance in P&L A/c as per last Balance Sheet 282.05 307.23
Addition during the year (0.36) (6.03)
Adjustment of depreciation on account of change in estimated life of fixed assets -

-

Remeasurement of post-employment benefit obligations net of tax (12.31) (19.15)
(b) 269.38 282.05
Total Reserve & Surplus (a+b) 309.88 322.55

PAID UP CAPITAL

PARTICULARS As at March 312019 As at March 312018
(Rs. in Lakhs) (Rs. in Lakhs)
SHARE CAPITAL
Authorised Shares 1000.00 1000.00
10000000 Equity Shares of Rs. 10 each
Issued Subscribed & fully paid up shares 911.32 911.32
9113200 Equity Shares of Rs. 10 each fully paid up

PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

Particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 in the prescribed form AOC-2 is appended as Annexure-III to the Board's Report.

All contracts / arrangements / transactions entered by the Company during the financialyear with related parties were in the ordinary course of business and on an arm's lengthbasis. During the year the Company had not entered into any contract / arrangement /transaction with related parties which could be considered material in accordance with thepolicy of the Company on materiality of related party transactions. The Policy onmateriality of related party transactions and dealing with related party transactions asapproved by the Board may be accessed on thehttp://www.howardhotelsltd.com/reports/1434531522PolicyonMaterialityofRelatedPartyTransactionsandDealing.pdf

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED

Loans guarantees and investments covered under Section 186 of the Companies Act 2013form part of the notes to the financial statements provided in this Annual Report.

ACCEPTANCE OF DEPOSITS

The Company has not accepted any deposits from public within the meaning of Section 73of the Companies Act 2013 and the Companies (Acceptance of Deposit) Rules 2014 duringthe year under review.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return inform MGT-9 as requiredunder Section 92 of the Companies Act 2013 is annexed as Annexure - I and forms anintegral part of this Report.

MEETINGS OF THE BOARD

During the financial year ended March 31 2019 09 (Nine) meetings of the Board wereheld as follows:

S. No. Dates of Board Meeting Board Strength No. of directors present
01. 4th April2018 6 4
02. 4th May 2018 6 4
03. 29th May 2018 6 4
04. 19th July 2018 6 4
05. 30th July 2018 7 5
06. 14th August 2018 7 4
07. 14th November 2018 6 4
08. 28th November 2018 6 3
09. 12th February 2019 6 4

*The maximum time gap between two meetings was not more than 120 days.

CODE OF CONDUCT

The Company's Code of Conduct as adopted by the Board of Directors is applicable toall Directors Senior Management and Employees of the Company. The Code of Conduct of theCompany covers substantial development disclosure of material information integrity offinancial reporting continuous improvement of the internal control system and soundinvestor relations. The same can be assessed athttp://www.howardhotelsltd.com/reports/1434531313CodeofConduct.pdf POLICY ON DIRECTOR'SAPPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. As on March 31 2019 The Board consist of 6 members three of whom areexecutive/whole-time directors and three are independent directors. The Board periodicallyevaluates the need for change in its composition and size.

The policy of the Company on director's appointment and other matters provided undersub section 3 of section 178 of the Companies Act 2013 can be assessed athttp://www.howardhotelsltd.com/reports/1434531471PolicyforSelectionofDirectorsandDeterminingIndependence.pdf

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD EVALUATION

The board of directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and thecorporate governance requirements as prescribed by Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ("SEBI ListingRegulations").

The performance of the board was evaluated by the board after seeking inputs from allthe directors on the basis of the criteria such as the board composition and structureeffectiveness of board processes information and functioning etc.

The performance of the committees was evaluated by the board after seeking inputs fromthe committee members on the basis of the criteria such as the composition of committeeseffectiveness of committee meetings etc.

The board and the nomination and remuneration committee reviewed the performance of theindividual directors on the basis of the targets/criteria such as the contribution of theindividual director to the board and committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors performance of non-independentdirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of executive directors and non-executivedirectors. The same was discussed in the board meeting that followed the meeting of theindependent directors at which the performance of the board its committees andindividual directors was also discussed. Performance evaluation of independent directorswas done by the entire board excluding the independent director being evaluated.

The Company has devised a policy for performance evaluation of Independent DirectorsBoard Committees and other Individual directors which includes criteria for evaluation ofthe non-executive directors which can be accessed at http://www.howardhotelsltd.com/reports/1434531471PolicyforSelectionofDirectorsandDeterminingIndependence.pdf andhttp://www.howardhotelsltd.com/report s/1435316045Nomination&RemunerationPolicy.pdf

DIRECTORS AND KEY MANAGERIAL PERSON

Pursuant to the provisions of section 149 of the Act Mr. Rakesh Kumar Agarwal Mr.Ravi Kant Bansal and Mrs. Alka Agarwal are NonExecutive Independent directors of theCompany. They have submitted a declaration that each of them meets the criteria ofindependence as provided in section 149(6) of the Act and Regulation 16 (b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015. There has been nochange in the circumstances which may affect their status as independent director duringthe year.

In accordance with the provisions of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Nirvikar Nath Mittal Director of the Company retires byrotation at the ensuing Annual General Meeting and being eligible have offered himselffor reappointment. The Board recommends his re-appointment for the consideration of theMembers of the Company at the Annual General Meeting.

The Board of directors of the Company at its Meeting held on 02 August 2019 on therecommendation of Nomination & Remuneration Committee has approved the re-appointmentof Mr. Nirankar Nath Mittal as Chairman and Managing Director of the Company for a term ofthree years by passing special resolutions. Brief profile of Mr. Nirvikar Nath Mittal hasbeen given in the Notice.

Further the terms of Mr. Nirvikar Nath Mittal and Mr. Shrikant Mittal as a Whole timeDirector are upto 05th September 2019 and 15th October 2019respectively. The Board of Directors on the recommendation of the Nomination andRemuneration Committee has reappointed Mr. Nirvikar Nath Mittal and Mr. Shrikant Mittal asWhole time Director of the Company for a period of three years with effect from 06thSeptember 2019 to 05th September 2022 and 16th October 2019 to 15thOctober 2022 respectively subject to the approval of members in forthcoming AnnualGeneral Meeting. The Company has received requisite notice in writing under section 160 ofthe Companies Act 2013. Brief profile of Mr. Nirvikar Nath Mittal and Mr. Shrikant Mittalhas been given in the Notice.

The Board of directors of the Company at its Meeting held on 29th May 2019approved the re-appointment of Mr. Rakesh Kumar Agarwal and Mr. Ravi Kant Bansal asIndependent Directors of the Company for a second term of 5 (five) consecutive years.Based on the Performance Evaluation of the Independent Directors conducted by the entireBoard (excluding Director being evaluated) on various parameters such as performanceleadership ethics and integrity Board engagement and time commitment ability to takebalanced decisions regarding stakeholders background and experience and contributionsmade by them during their tenure etc. it has recommended to re-appoint Mr. Rakesh KumarAgarwal And Mr. Ravi Kant Bansal as Independent Directors for a second term of 5 (five)consecutive years on the Board of the Company. Brief profile of Mr. Rakesh Kumar Agarwaland Mr. Ravi Kant Bansal has been given in the Notice.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than the sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany. Pursuant to the provisions of section 203 of the Act the key managerialpersonnel of the Company are -Mr. Nirankar Nath Mittal Chairman & Managing DirectorMr. Nirvikar Nath Mittal Wholetime Director Mr. Shri Kant Mittal Whole time Director& CFO Ms. Ekta Jain Company Secretary.

After the closure of financial year Ms. Ekta Jain resigned from the post of CompanySecretary w.e.f. 31st May 2019 and in her place Ms. Disha Agarwal has beenappointed as a Company Secretary of the Company w.e.f. 01st June 2019.

The detail of no. of directorship of each director in other Public Company andmembership & chairmanship in the Company's Committees and other Public Company'sCommittees are as under:

Name of Director Category *No. of directorship in other public companies

In committees of the Company

**In committees of other public companies

Chairmanship Membership Chairmanship Membership
Nirankar Nath Mittal Executive Non- Independent NIL

-

-

NIL NIL
Nirvikar Nath Mittal Executive Non- Independent NIL

-

-

NIL NIL
Shri Kant Mittal Executive Non- Independent NIL

-

-

NIL NIL
Rakesh Kumar Agarwal Independent Non-Executive NIL 2 1 NIL NIL
Alka Agarwal Independent Non-Executive NIL

-

3 NIL NIL
Ravi Kant Bansal Independent Non-Executive NIL 1 2 NIL NIL

*** The directorship held by directors do not include alternate directorship anddirectorship of foreign Companies section 8 Companies & private limited Companies.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act 2013 we hereby state:

i) that in the preparation of the Annual Accounts the applicable accounting standardshave been followed along with proper explanation and that there are no materialdepartures;

ii) that the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at March 31 2019 andof the profit and loss of the Company for that period;

iii) that the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

iv) that the directors have prepared the Annual Accounts on a going concern basis.

v) that the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.

vi) that the directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

POLICY ON SEXUAL HARASSMENT OF EMPLOYEES

The Company has adopted a policy on prevention prohibition and redressal of sexualharassment at workplace in line with the provisions of the Sexual Harassment of employeesat Workplace (Prevention Prohibition and Redressal) Act 2013 (India) and the Rulesthereunder.

There is an Internal Complaints Mechanism where is any wrongful conduct as regardssexual harassment or any other discrimination can be reported. No complaints have beenreceived on Sexual Harassment of employees in FY 2018-19. The policy can be assessed athttp:// www.howardhotelsltd.com/reports/1434531591SexualHarrassmentPolicy.pdf

AUDITORS AND AUDITORS' REPORT

STATUTORY AUDITORS

M/s. BGG & Associates Chartered Accountants (ICAI Firm Registration No. 016874N)were appointed as Statutory Auditors of your Company at the Annual General Meeting held on07th September 2018 for a term of five consecutive years and to hold officetill the conclusion of the 34th annual general meeting to be held in the year2023. The Auditors have confirmed that they are eligible and not disqualified to continueas statutory auditors.

In accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by theMinistry of Corporate Affairs ratification by members every year for the appointment ofthe Statutory Auditors is no longer required and accordingly the Notice of forthcoming30th Annual General Meeting does not include the proposal for seeking member's approvalfor ratification of Statutory Auditors' appointment.

There is no Audit qualification for the year under review.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and rules madethereunder the Company has appointed M/s Satyendra Sharma & Associates a firm ofCompany Secretaries in Practice (C.P.No.4843) to undertake the Secretarial Audit of theCompany. The Secretarial Audit Report in Form MR-3 is annexed as Annexure-II and forms anintegral part of this report.

There is no secretarial audit qualification for the year under review.

INTERNAL AUDITOR

The Company's internal control system is commensurate with its size scale andcomplexities of its operations. The internal and operational audit is entrusted to CAChirag Jain & Co a reputed firm of Chartered Accountants. The main thrust of internalaudit is to test and review controls appraisal of risks and business processes besidesbenchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame.

The Audit Committee of the Board of Directors and Statutory Auditors are periodicallyapprised of the internal audit findings and corrective actions taken. Audit plays a keyrole in providing assurance to the Board of Directors. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.

REGULATORY ACTIONS

There is neither any regulatory action initiated nor pending under SEBI regulations orCompany Law during the financial year 2018-19. CASH FLOW ANALYSIS

The Cash Flow Statement for the year 2018-19 is annexed with the Annual Accounts of theCompany.

EXPLANATIONS / COMMENTS BY BOARD OF DIRECTORS ON ADVERSE REMARK MADE BY AUDITOR

The report on qualifications reservations or adverse remarks or disclaimers made byM/s. BGG & Associates Chartered Accountants Statutory Auditors in their Auditreport and by Mr. Satyendra Sharma Company Secretary in Practice in his SecretarialAudit Report are self-explanatory.

DISCLOSURES:

BOARD COMMITTEES

The Company has 3 Board Level Committees. All decisions and recommendations of theCommittees are placed before Board for information and approval. The role and compositionof these Committees including the number of meetings held during the financial year andthe related attendance are provided below:

A. Audit Committee

B. Nomination & Remuneration Committee

C. Stakeholder's Relationship Committee.

A. AUDIT COMMITTEE

The composition quorum powers role and scope are in accordance with Section 177 ofthe Companies Act 2013 and the provisions of Regulation 18 of the SEBI (LODR)Regulations 2015. Mr. Rakesh Kumar Agarwal Non -Executive Independent Director is theChairperson of the Audit Committee. The other members of the Audit Committee include Mr.Ravi Kant Bansal and Mrs. Alka Agarwal. All the recommendations made by the AuditCommittee were accepted by the Board.

During the financial year ended March 31 2019 5 (Five) meetings of the AuditCommittee were held as follows:

S. No. Date Committee Strength No. of Members present
1. May 29 2018 3 2
2. July 30 2018 3 2
3. August 14 2018 3 2
4. November 14 2018 3 2
5. February 12 2019 3 2

B. NOMINATION & REMUNERATION COMMITTEE

The composition quorum powers role and scope are in accordance with Section 178 ofthe Companies Act 2013 and the provisions of Regulation 19 of the SEBI (LODR)Regulations 2015. Mr. Rakesh Kumar Agarwal Non-Executive Independent Director is theChairperson of the Nomination & Remuneration Committee. The other members of theNomination & Remuneration Committee include Mr. Ravi Kant Bansal and Mrs. AlkaAgarwal.

During the financial year ended March 31 2019 1 (One) meeting of the Nomination &Remuneration Committee was held as follows:

S. No. Date Committee Strength No. of Members present
1. July 19 2018 3 2

Moreover the Company's Nomination & remuneration policy for Directors Keymanagerial personnel and other employees is posted on the website of the Company and canbe accessed at http://www.howardhotelsltd.com/reports/1435316045Nomination&RemunerationPolicy.pdf

C. STAKEHOLDERS' RELATIONSHIP COMMITTEE

The composition quorum powers role and scope are in accordance with Section 178 ofthe Companies Act 2013 and the provisions of Regulation 20 of the SEBI (LODR)Regulations 2015. Mr. Ravi Kant Bansal Non -Executive Independent Director is theChairperson of the Stakeholders' Relationship Committee. The other members of theStakeholders' Relationship Committee include Mr. Rakesh Kumar Agarwal and Mrs. AlkaAgarwal.

During the financial year ended March 31 2019 3 (Three) meetings of the Stakeholders'Relationship Committee were held as follows:

S. No. Date Committee Strength No. of Members present
01. August 17 2018 3 2
02. November 28 2018 3 2
03. March 19 2019 3 2

• There were no pending share transfers/ investors' complaints as on March 312019.

ATTENDANCE OF DIRECTORS

The detail of Director's attendance in the Board Meeting and their Committees duringthe F.Y. ended as on March 31 2019 and in the last AGM of the Company is as follows:

S. No. Name of Director No. of Board Meeting attended out of 09 held during the year No. of audit Committee meetings attended No. of Nomination & Remuneration Committee meetings attended No. of Stakeholders Relationship Committee meetings attended Attendance at the last AGM
1. Nirankar Nath Mittal 9 - - - YES
2. Nirvikar Nath Mittal 9 - - - NO
3. Shri Kant Mittal 9 - - - NO
4. Rakesh KumarAgarwal 6 5 1 3 YES
5. Ravi Kant Bansal 1 2 1 1 NO
6. Alka Agarwal 1 3 0 2 NO

MEETINGS OF INDEPENDENT DIRECTORS

The Company's Independent Directors meet at least once in every financial year withoutthe presence of Executive Directors or management personnel. Such meetings are conductedinformally to enable Independent Directors to discuss matters pertaining to the Company'saffairs and put forth their views to the Lead Independent Director. The Lead IndependentDirector takes appropriate steps to present Independent Directors' views to the Chairmanand Managing Director. One meeting of Independent Directors was held during the year i.e.on 05th March 2019.

WHISTLE BLOWER POLICY & VIGIL MECHANISM COMMITTEE

The Company has adopted a Whistle Blower Policy and has established the necessary vigilmechanism as defined under Regulation 22 of SEBI Listing Regulations for directors andemployees to report concerns about unethical behaviour. During the year under review noemployee was denied access to the Audit Committee. The said policy has been also put up onthe website of the Company and can be accessed athttp://www.howardhotelsltd.com/reports/1432376932VIGILMECHANISMREPORT.pdf

PARTICULARS OF EMPLOYEES

Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are annexed herewith marked as Annexure IV.

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during the year under review no employee whether employed for the whole or part of theyear was drawing remuneration in excess of the limits set out in the said rules. Hencethe details required under the said Rules are not given.

Having regard to the provisions of the first proviso to Section 136(1) of the Act andas advised. The full Annual Report including the aforesaid information is being sentelectronically to all those members who have registered their email addresses and isavailable on the Company's website.

CORPORATE GOVERNANCE

Pursuant to regulation 15(2) of Securities Exchange Board of India (Listing Obligations& Disclosure Requirements) Regulations 2015 provisions of regulation 27 i.e.Corporate Governance and para C D & E of Schedule V of SEBI (LODR) Regulations 2015are not applicable to the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis of financial condition and results of operationof the Company for the year under review as required under Regulation 34 of SEBI (LODR)Regulations 2015 is given separately under the head "Management Discussion &Analysis Report" in Annual Report as Annexure-V.

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars required under Section 134 (3) (m) of the Companies Act 2013 read withRule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors)Rules 1988 are given as under:

A) Conservation of energy:

(i) the steps taken or impact on conservation of energy; The Energy Conservation efforts in the Company are being pursued on a continuous basis and the Company is making its full efforts to minimize wastage and to make optimum utilization of energy.
(ii) the steps taken by the company for utilizing alternate sources of energy; N.A.
(iii) the capital investment on energy conservation equipment; N.A.

B) Technology absorption:

(i) the efforts made towards technology absorption; N.A.
(ii) the benefits derived like product improvement cost reduction product development or import substitution; N.A.
(iii) in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)- N.A.
(a) the details of technology imported; N.A.
(b) the year of import; N.A.
(c) whether the technology been fully absorbed; N.A.
(d) if not fully absorbed areas where absorption has not taken place and the reasons thereof; and N.A.
(iv) the expenditure incurred on Research and Development. N.A.

C) Foreign Exchange Earnings & Outgo

The MCA has notified Appendix B to Ind AS 21 foreign currency transactions and advanceconsideration. The appendix clarifies how to determine the date of transaction for theexchange rate to be used on initial recognition of a related asset expense or incomewhere an entity pays or receives consideration in advance for foreign currency denominatedcontracts.

The amendment came into force on 1 April 2018. The company is in the process ofassessing the detailed impact of the amendment and its impact on the financial statements.The effect on adoption of Ind AS 21 is expected to be insignificant.

CORPORATE SOCIAL RESPONSIBILITY

The Company has not constituted the Corporate Social Responsibility (CSR) Committee inaccordance with Section 135 of the Companies Act 2013 as the said provision is notapplicable to the Company.

INDUSTRIAL RELATIONS

The industrial relations remained cordial and peaceful throughout the year in theCompany. The Directors wish to place on record their appreciation for the contribution ofthe workers and officers of the Company at all level.

DEPOSITORY SYSTEMS

As the members are aware the Company's shares are compulsorily tradable in electronicform. As on March 31 2019 84.31% of the Company's paid-up capital representing 7683703Equity Shares is in dematerialized form with both the depositories as compared to 83.99%representing 7650443 equity shares for the previous year ended March 31 2018.

Your Company has established connectivity with both depositories - National SecuritiesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) throughRTA i.e. M/s. Link Intime India Pvt. Ltd.

Updating necessary KYC details of registered and/or joint holders holding shares inphysical form SEBI has vide Circular No. SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20 April2018 directed all the listed companies to record the Income Tax PAN and bank accountdetails of all their shareholders holding shares in physical form and advise them todematerialise their physical securities. Accordingly the Company has sent letters byspeed post/registered post to the shareholders holding shares in physical form at theirlast known address advising them to register their Income Tax PAN (including that ofjoint holders if any) and the bank account details. This was followed by two reminderletters to those shareholders who have not responded earlier. All those shareholders whoare yet to update their details with the Company are requested to do so at the earliest.

DISCLOSURES REGARDING SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES

During the Financial year 2018-19 neither Company has become nor ceased to be itssubsidiaries joint venture or associate company. RISK MANAGAMENT COMMITTEE

The Company has not constituted the risk management committee in accordance withSection 134 (3) (n) of the Companies Act 2013 as the said provision is not applicable tothe Company.

UNCLAIMED DIVIDEND/ SHARES

Account of the Company remains unpaid or unclaimed for a period of seven years from thedate of such transfer then such unclaimed or unpaid dividend shall be transferred by theCompany along with interest accrued if any to the Investor Education and Protection Fund('the IEPF') a fund established under sub-section (1) of Section 125 of the companiesact 2013.

Mandatory Transfer of Shares to Demat Account of Investors Education and ProtectionFund Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutiveperiod of seven years

In terms of Section 124(6) of the Companies Act 2013 read with Rule 6 of the InvestorEducation and Protection Fund Authority (Accounting Audit Transfer and Refund) Rules2016 (as amended from time to time) (IEPF Rules) shares on which dividend has not beenpaid or claimed by a shareholder for a period of seven consecutive years or more shall becredited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA)within a period of thirty days of such shares becoming due to be so transferred. Upontransfer of such shares all benefits (like bonus etc.) if any accruing on such sharesshall also be credited to such Demat Account and the voting rights on such shares shallremain frozen till the rightful owner claims the shares.

Shares which are transferred to the Demat Account of IEPFA can be claimed back by theshareholders from IEPFA by following the procedure prescribed under the IEPF Rules.

ACKNOWLEDGEMENT

The Board acknowledges with gratitude the assistance co-operation and encouragementextended to the Company by Central Government State Government Financial InstitutionsSEBI Stock Exchanges Custodian Regulatory/Statutory Authorities Registrars & ShareTransfer Agent and other related Department of Tourism. Your directors thank thecustomers client vendors dealers Company's bankers and other business associates fortheir continuing support and unstinting efforts in the Company's growth. The Board alsowishes to place on record their deep appreciation for the commitment displayed by all theexecutives officers and staff resulting in successful performance during the year. Thecompany has achieved impressive growth through the competence hard work solidaritycooperation and support of employees at all levels. Your Directors is also thankful to thestakeholders shareholder and depositors for their continued patronage.

For & on behalf of Board of Directors of
HOWARD HOTELS LIMITED
Sd/-
Place : Agra Nirankar Nath Mittal
Date : 02.08.2019 (Chairman & Managing Director)
DIN:01533102