TO THE MEMBERS
Your Directors are presenting the 32nd(Thirty Second)Annual Report of theCompany together with the Audited Accounts for the year ended 31st March 2021.
The Performance of the Company for the financial year ended 31st March 2021is summarized below:
|PARTICULARS ||CURRENT YEAR ||PREVIOUS YEAR |
| ||(2020-21) ||(2019-2020) |
|1. Total Income ||172.51 ||984.41 |
|Less: i) Operating Administrative & other Exp. ||263.55 ||955.63 |
|2. Earnings before interest and depreciation ||(91.04) ||28.78 |
|Less: i) Interest ||13.50 ||19.06 |
|ii) Depreciation ||59.66 ||66.73 |
|3. Profit before Tax ||(164.20) ||(57.01) |
|Less: provision for Tax || || |
|i) Current || ||- |
|ii) Deferred ||(13.04) ||19.33 |
|iii) Earlier year Tax || ||0.12 |
|iv) MAT Credit || ||- |
|4. Profit after Tax ||(177.24) ||(76.46) |
|Add: Balance of Profit as per last Balance Sheet || ||269.38 |
|Less: Adjustment of depreciation on account of change in estimated life of fixed assets. || ||- |
|Less: Other Comprehensive income for the year net of tax ||4.23 ||2.62 |
|5. Balance available for appropriation ||(173.01) ||195.54 |
During the year under review the Company has total revenues of 172.51Lakhs as comparedto 984.41Lakhs during the previous year. The net loss for the year under review has been173.01Lakhs againstloss of 73.84Lakhs during the previous year. Your directors arecontinuously looking for avenues for future growth of the Company in Hotel Industry.
Due to loss during the period under review no dividend has been recommended for theperiod under review.
The appropriations for the year are:
|PARTICULARS ||CURRENT YEAR ||PREVIOUS YEAR |
| ||(2020-21) ||(2019-20) |
|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 ||195.54 ||269.38 |
|Addition during the year ||(150.96) ||(76.46) |
|Adjustment of depreciation on account of change in estimated life of fixed assets ||- ||- |
|Remeasurement of post-employment benefit obligations net of tax ||4.23 ||2.62 |
|(b) ||48.80 ||195.54 |
|Total Reserve & Surplus (a+b) ||89.3 ||236.04 |
PAID UP CAPITAL
|PARTICULARS ||As at March 312021 ||As at March 312020 |
|SHARE CAPITAL || || |
|Authorised Shares || || |
|10000000 Equity Shares of Rs. 10 each ||1000.00 ||1000.00 |
|Issued Subscribed & fully paid up shares || || |
|9113200 Equity Shares of Rs.10 each fully paid up ||911.32 ||911.32 |
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 Act2013 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 Act2013form 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 2021 06 (Six) meetings of the Board wereheld as follows:
|S. No. ||Dates of Board Meeting ||Board Strength ||No. of directors present |
|01. ||29th June 2020 ||6 ||4 |
|02. ||31st July 2020 ||6 ||4 |
|03. ||10th August 2020 ||6 ||4 |
|04. ||11th September 2020 ||6 ||4 |
|05. ||11th November 2020 ||6 ||4 |
|06. ||12th February 2021 ||6 ||4 |
*The maximum time gap between two meetings was not more than 120days.
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 at http://www.howardhotelsltd.com/reports/1434531313CodeofConduct.pdf
POLICY ON DIRECTOR'S APPOINTMENT 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 312021 The Board consist of 6 members three of whom areexecutive/ whole-time directors and three are independent directors. The Boardperiodically evaluates the need for change in its composition and size. The policy of theCompany on director's appointment and other matters provided under sub section 3 ofsection 178 of the Companies Act2013 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.
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 athttp://www.howardhotelsltd.com/reports/1434531471PolicyforSelectionofDirectorsandDeterminingIndependence.pdf andhttp://www.howardhotelsltd.com/reports/ 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. Archana Jainare Non-Executive 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 re-appointment. The Board recommends his re-appointment for the consideration of theMembers of the Company at the Annual General Meeting.
Members approval is sought by way of Special Resolution for continuation of employmentof Shri Nirankar Nath Mittal as Chairman and Managing Director for remaining period of hisoffice upto 14th October 2022 on attaining 70 years of age. While suchcontinuation of employment may not require any further approval of the shareholders it isproposed to obtain approval of the shareholders at the ensuing Annual General Meeting.
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 managerial personnel ofthe Company are Mr. Nirankar Nath Mittal Chairman & Managing Director Mr.Nirvikar Nath Mittal Wholetime Director Mr. Shri Kant Mittal Whole time Director&CFO Ms. Disha Agarwal Company Secretary.
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 || |
|Archana Jain ||Independent Non-Executive ||1 ||- ||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 2021 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 Mechanismwhere is any wrongful conduct asregards sexual harassment or any other discrimination can be reported.No complaints havebeen received& pending on Sexual Harassment of employees during FY 2020-21.The policycan be assessed at http://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 on07thSeptember 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.
There is no Audit qualification for the year under review.
Pursuant to the provisions of Section 204 of theCompanies 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 oftheCompany. The Secretarial Audit Report in Form MR-3 is annexed as Annexure-II and formsan integral part of this report.
There is no secretarial audit qualification for the year under review.
The Company has re-appointed during the financial year 2020-21 M/s CA Chirag Jain &Co a reputed firm of Chartered Accountants as internal auditor of the Company to test andreview controls appraisal of risks and business processes besides benchmarking controlswith best practices in the industry.But due to pre-occupation in other assignments he hasresigned from the office of Internal Auditor as on 26/07/2021.
The Company has approached M/s Raj Singhal & Co. a reputed firm of CharteredAccountants as Internal Auditor of the Company having more than 30years of experience intaxation statutory audit and Bank Audit.M/s Raj Singhal & Co has sent his consentletter for his appointment as on 12/08/2021.
Your directors has recommend the appointment of M/s Raj Singhal & Co as internalauditor of the Company
There is neither any regulatory action initiated nor pending under SEBI regulations orCompany Law during the financial year 2020-21.
CASH FLOW ANALYSIS
The Cash Flow Statement for the year2020-21is 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 disclaimersmade 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.
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) Regulations2015. 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. ArchanaJain. All the recommendations made by the Audit Committeewere accepted by the Board.
During the financial year ended March 31 2021 4 (Four) meetings of the AuditCommittee were held as follows:
|S. No. ||Date ||Committee Strength ||No. of Members present |
|01. ||June29 2020 ||3 ||2 |
|02. ||September 11 2020 ||3 ||2 |
|03. ||November 11 2020 ||3 ||2 |
|04. ||February 12 2021 ||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)Regulations2015. 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. ArchanaJain.
During the financial year ended March 31 2021 1(One) meeting of the Nomination &Remuneration Committee was held as follows:
|S. No. ||Date ||Committee Strength ||No. of Members present |
|01. ||February 03 2021 ||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)Regulations2015. Mr. Ravi Kant Bansal Non Executive Independent Director is the Chairperson ofthe Stakeholders' Relationship Committee. The other members of the Stakeholders'Relationship Committee includeMr. Rakesh Kumar Agarwal and Mrs. ArchanaJain During thefinancial year ended March 31 2021 1(One) meetings of the Stakeholders' RelationshipCommittee were held as follows:
|S. No. ||Date ||Committee Strength ||No. of Members present |
|01. ||December 18 2020 ||3 ||2 |
There were no pending share transfers/ investors' complaints as on March31 2021.
ATTENDANCE OF DIRECTORS
The detail of Director's attendance in the Board Meeting and their Committees duringthe F.Y. ended as on March 31 2021 and in the last AGM of the Company is as follows:
|S.NO. ||Name of Director ||No. of Board Meeting attended out of 06 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 |
|01. ||Nirankar Nath Mittal ||6 ||- ||- ||- ||YES |
|02. ||Nirvikar Nath Mittal ||6 ||- ||- ||- ||YES |
|03. ||Shri Kant Mittal ||6 ||- ||- ||- ||NO |
|04. ||Rakesh KumarAgarwal ||6 ||4 ||1 ||- ||YES |
|05. ||Ravi Kant Bansal ||1 ||2 ||1 ||1 ||NO |
|06. ||Archana Jain ||1 ||2 ||- ||1 ||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 LeadIndependentDirector takes appropriate steps to present Independent Directors' views to theChairman and Managing Director. One meeting of Independent Directors was held during theyear i.e. on 08th February 2021.
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 at http://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 noemployee 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.
Pursuant toregulation 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 equipments; ||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 expectedto 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.
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.
As the members are aware the Company's shares are compulsorily tradable in electronicform. As on March 31 2021 7702005of the Company's paid-up capital representing84.51%.Equity Shares is in dematerialized form with both the depositories as compared to84.47% representing7698405equity shares for the previous year ended March 31 2020.
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.
DISCLOSURES REGARDING SUBSIDIARIES JOINT VENTURES OR ASSOCIATE COMPANIES
During the Financial year 2020-21 neither Company has become nor ceased to 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.
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 /- |
| ||Nirankar Nath Mittal |
|Place: Agra ||(Chairman & Managing Director) |
|Date: 12/08/2021 ||DIN: 01533102 |