James Hotels Ltd.
|BSE: 526558||Sector: Services|
|NSE: N.A.||ISIN Code: INE510D01014|
|BSE 00:00 | 17 Oct||James Hotels Ltd|
|NSE 05:30 | 01 Jan||James Hotels Ltd|
|BSE: 526558||Sector: Services|
|NSE: N.A.||ISIN Code: INE510D01014|
|BSE 00:00 | 17 Oct||James Hotels Ltd|
|NSE 05:30 | 01 Jan||James Hotels Ltd|
TO THE SHAREHOLDERS
This is to apprise the members that the Hon'ble National Company Law Tribunal (NCLT)Chandigarh bench has ordered the commencement of the corporate insolvency resolutionprocess in respect of your company on 27'h April 2017. Accordingly the powersof the Board of directors suspended pursuant to section 17(1)(b) of the insolvency andBankruptcy Code and Mr. Navneet Gupta was appointed as Interim Resolution Professionalvide order dated 8"' May 2017 for the management of the affairs of the company.
In view of the above mentioned provisions of the law since the powers of the Boardstands suspended thereunder the Directors Report which is required to be presented by theBoard of Directors under Section 134(3) of the Companies Act 2013 is not being presented.However a report of the management containing the details and information as available tobe disclosed in the Directors Report to the shareholders is being presented to you byResolution Professional.
Further Resolution Professional is not responsible for any non compliance for theperiod under review.
Accordingly Report for the year ended 31st March 2017 is as under.
(Rs. In Lacs)
REPORT ON PERFORMANCE: The year under review has been quite challenging. Therevenue from the operations of the Company was Rs. 1761.97 Lakhs representing fall of9.69% over the previous year. The company was not able to pay its debts and has defaultedin repayment of loans to the banks and financial institutions. The company was alsodeclared as NPA by the banks. During the year the Punjab National Bank also tried to takethe possession of the company's unit with the help of local administration. But the orderof the same was stayed by Hon'ble High Court. Thereafter the Punjab National Bank hasinitiated Insolvency Proceedings against the company under the Insolvency and BankruptcyCode 2016 and currently the company is under going Corporate Insolvency ResolutionProcess.
DIVIDEND: Owning to the losses incurred by the Company during the year no dividendis being declared for the financial year ending 2016-17.
SHARE CAPITAL: There was no change in the Share Capital of the Company during theyear.
GENERAL RESERVES: No amount was transferred to the General Reserve during the year.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND: Theprovisions of Section 125(2) of the Companies Act 2013 do not apply to the Company asthere were no amounts due to be transferred to the fund during the year under review.
DETAILS OF THE PERFORMANCE OF THE SUBSIDIARY/ASSOCIATE OR JOINT VENTURE: TheCompany does not have any Subsidiary/Joint Ventures/ Associate Companies. Hence theprovisions regarding incorporation of a separate segment for disclosure of the financialpositions and performance of the Subsidiary Associate and Joint Venture companies is notapplicable to the company
EXTRACT OF THE ANNUAL RETURN: Extract of the annual return as provided undersub-section (3) of section 92 in form MGT-9 is enclosed as per Annexure-I
NUMBER OF MEETINGS OF THE BOARD: During the year under review Seven (7) meetingsof the Board of Direetors of the Company 4. meetings of the Audit Committee were heldduring the year.
COMPOSITION OF THE AUDIT COMMITTEE: In compliance with the provisions of Section177 of the Companies Act 2013 and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has constituted an Audit Committee for the financial yearending 2017.
DIRECTORS' RESPONSIBILITY STATEMENT
Statement referred to in clause (c) of sub-section (3) of Section 134 ofCompanies Act 2013;
(a) in the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation relating to material departures;
(b) the directors had 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 at the end of thefinancial year and of the profit and loss of the company 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; and
(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.
Explanation.For the purposes of this clause the term "internalfinancial controls" means the policies and procedures adopted by the company forensuring the orderly and efficient conduct of its business including adherence tocompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation of reliable financial information;
(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.
FRAUDS REPORTED BY STATUTORY AUDITORS
During the financial year under review the statutory auditors have not reported anyfrauds under sub section (12) of Section 143 of the Companies Act 2013 other than thosewhich were reportable to the Central Government. Though the auditors
DECLARATION OF INDEPENDENCE GIVEN BY INDEPENDENT DIRECTORS
As per the information available the declaration from independent directors have notbeen received.
EXPLANATIONS OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION RESERVATION OR ADVERSEREMARK OR DISCLAIMER MADE:
(g) by the auditor in his report; and
The Statutory Auditors of the Company M/s Vasudeva & Associates CharteredAccountants have submitted the Auditors Report which has observation on FinancialStatements for the period ended March 31 2017. They have given adverse remarks/qualifications regarding the working of the company. The auditors report is attached withthe annual report for members perusal. All these matters relates to the previous financialyear when the suspended board of directors were managing the affairs of the company. TheCommittee of creditors have been apprised of the adverse remarks/qualifications. Thequalifications are also reflected in Information Memorandum which is shared with thepotential Resolution Applicants for their consideration before giving any Resolution Plan.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed B. Sehgal & Associates Company Secretaries to undertake the SecretarialAudit of the Company. Secretarial Auditors Report is annexed with this report. They havegiven their report along with observations/ qualification which is pertaining the periodwhen the suspended Board of Directors were controlling the affairs of the company. COC hasbeen apprised of the observations/qualification of the Secretarial Auditor. The remedialmeasure are being taken for the same.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:
During the year under review the company has not given any loan or guarantee or madeany investment in the securities of any other body corporate.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO INSUB-SECTION (1) OF SECTION 188:
In line with the requirements of the Act and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has formulated a Policy on Related PartyTransactions and the same is posted on the Company's Website : www.jameshotels.co.in .
There are no contracts or arrangements with related parties entered into by the Companyas referred to in Section 188( 1) of the Companies Act 2013 for the financial year 2016-17
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
Insolvency proceedings have been initiated against the company upon the application ofPunjab National Bank. The NCLT has appointed Mr. Navneet Gupta as an Interim ResolutionProfessional (1RP) for the management of the affairs of the Company in the ensuingfinancial year who was appointed as resolution professional by committee of creditors.Pursuant to the provisions of Section 17(1)(b) of the Code the powers of the Board ofDirectors stand suspended and are being exercised by the RP. He is making best efforts tocome out with the resolution plan for the revival of the company..
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of conservation of energy technology absorption foreign exchange earningsand outgo are as follows:
a) Energy Conservation Measures Taken
The company is engaged in hospitality industry. The Unit has made efforts to improveenergy usage and increase contributions from renewable sources of energy. Some of themeasures adopted by the Company are as follows :
1. Improvement in energy usage efficiencies of lighting systems by changing over tohigher efficiency lighting solutions such as Light Emitting Diodes and increased daylightharvesting systems.
2. Reduction in lighting and air conditioning loads by installation of automatedcontrols & sensors.
3. Installation of solar based power plants in the unit.
4. Install variable frequency drives to match output drives to changing load patternsand thereby optimize energy consumption.
5. Reuse of STP water for the gardening purpose.
6. 5 Kg Electrical Steam Boiler is used in emergency Guest Laundry to avoid excessdiesel consumption.
Energy conservation measures taken have resulted in savings in energy costs and helpedpartially offset the inflationary trend in fuel/ electricity.
b) Power and Fuel Consumption:
TECHNOLOGY ABSORPTION ADAPTATION AND INNOVATION
The Company continues to use the latest technologies for improving the productivity andquality of its services and products.
FOREIGN EXCHANGE EARNINGS AND OUTGO
The Particulars regarding the Foreign Exchange Earnings and Outgo is given below:
STATEMENT INDICATING DEVELOPMENT AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THECOMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK IF ANY WHICH IN THE OPINIONOF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY:
Your Company is facing risks of different types all of which need different approachesfor mitigation. Details of various risks faced by the Company are provided in theManagement Discussion & Analysis. Pursuant to the provisions of Section 134 of theCompanies Act 2013 the Company has adopted a Risk Management Policy which has aframework to identify and evaluate business risks and opportunities. Presently company isfacing the huge financial crunch and insolvency proceedings have been launched against thecompany.
DETAILS ABOUT THE POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON CORPORATE SOCIALRESPONSIBILITY INITIATIVES TAKEN DURING THE YEAR:
The provisions of section 135 of the Companies Act 2013 regarding CorporateResponsibility Policy are not applicable to the company.
No Fixed deposits were accepted by the Company during the year under review. PARTICULARSOF EMPLOYEES
The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of the Company is appended as Annexure - II to theBoard's Report.
The Company does not have any employee whose particulars are required to be furnishedunder Section 197(12) of the Companies Act 2013 read with Rule 5(2) of Companies(Appointment and Remuneration of Managerial Personnel)Rules 2014.
The Remuneration paid to all Key Managerial Personnel is in accordance withremuneration policy adopted by the Company.
M/s Bansal Vijay & Associates Chartered Accountants were proposed to be appointedas Statutory Auditors of the company to hold office from the conclusion of this AnnualGeneral Meeting till the conclusion of the Annual General Meeting of the Company to beheld in 2022 as per the provisions of Section 139 of the Companies Act 2013. The auditorshave confirmed that their appointment if made w'ould be within the limits prescribedunder the Act
OTHER MATTERS & DISCLOSURES
1) CHANGE IN THE NATURE OF BUSINESS IFANY:
2) DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNEDDURING THE YEAR:
During the year Mr. Amrit Pal Bedi Director of the Company tendered his resignationfrom the office of Director and ceased to be the Director of the Company with effect from01/10/2016. Further Ms. Ronica Bedi was appointed as Additional Director (Independent)of the Company with effect form 14/11/2016. She also tendered here resignation in theensuing year along with Mr. Neeraj Mohinderoo.
3) NAMES OF COMPANIES WHICH HAVE BECOME OR CEASED TO BE ITS SUBSIDIARIES JOINTVENTURES OR ASSOCIATE COMPANIES DURING THE YEAR:
4) DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
The NCLT has appointed Mr. Navneet Gupta as an Interim Resolution Professional (1RP)for the management of the affairs of the Company. Pursuant to the provisions of Section17(1)(b) of the Code the powers of the Board of Directors shall stand suspended and beexercised by the IRP.
5) DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS
The Company has an Internal Control system commensurate with the size scale andcomplexity of its operations. The scope and authority of the Internal Audit function iswell defined in the organization. To maintain its objectivity and independence theInternal Auditor reports to the Chairman of the Audit Committee of the Board.
The Company has adopted the Governance guidelines which inter alia cover aspectsrelated to composition and role of the Board Chairman and Directors Board diversitydefinition of independence Director's term and Committees of the Board. It also coversaspects relating to the nomination appointment induction and development of DirectorsDirector remuneration code of conduct. Board Effectiveness Review and mandates of BoardCommittees.
A. Criteria adopted for the appointment of Directors : The RNC is responsible fordeveloping competency requirements for the Board level. The RNC reviews and meets thepotential candidates prior to recommending their nomination to the Board. The RNC hasformulated the criteria for determining qualifications positive attributes andindependence of Directors in terms of provisions of Section 178(3) of the Act and SEBIListing Regulations. The criteria for appointment of directors is based upon Independenceand Competency level.
B. Remuneration Policy : The Company has adopted a Remuneration Policy for theDirectors KMP and other employees pursuant to the provisions of the Act and SEBI ListingRegulations. The key principles for the remuneration of Independent Directors is that theIndependent Directors may be paid sitting fees for attending the meetings of the Board andof Committees of which they may be members. The key principles governing the Company'sremuneration policy for the Managing Director/ Executive Directors/ Key ManagerialPersonnel/ rest of the employees are as follows:
The extent of overall remuneration should be sufficient to attract and retaintalented and qualified individuals suitable for every role. Hence remuneration should bemarket competitive driven by the role played by the individual reflective of the size ofthe Company complexity of the sector/ industry/ Company's operations and the Company'scapacity to pay.
The Company provides a fixed remuneration to MD subject to limits prescribedunder Section II of Part - II of Schedule V of the Companies Act 2013 and to the otherkey Managerial Personnel.
C. Board Evaluation : The Board of Directors has carried out an annualevaluation of its own performance Board Committees and Individual Directors pursuant tothe provisions of the Act and the Corporate Governance requirement as prescribed underSEB1 (Listing and Disclosure Requirements) Regulations 2015.
The performance of the Board was evaluated by the Board after seeking inputs from theDirectors on the basis of the criteria such as the Board Composition and structureseffectiveness 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 theCommittees effectiveness of committee meetings etc.
The Board and the Remuneration and Nomination Committee reviewed the performance of theindividual Directors on the basis of the 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 aspect 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 the Executive Directors and Non-ExecutiveDirectors. The same was discussed in the board meeting that followed the meeting of theIndependent Directors at which the perfonnance of the Board its Committees andIndividual Directors was also discussed.
Familiarization Programme For Independent Directors
The Company keeps its Directors informed of the activities of the Company itsmanagement and operations and provides an overall industry perspective as well as issuesfaced by the industry. The familiarization programme adopted by the Company is posted onthe website of the Company i.e.
Statistical disclosures pursuant to Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure- II.
Disclosures about Cost Audit:
Provisions of Section 148 of the Companies Act 2013 pertaining to the appointment ofCost Auditor are not applicable to the Company.
The Company has adopted a Whistle Blower Policy to provide a vigil mechanism for theDirectors and employees to report genuine concerns about any unethical actual orsuspected fraud or violation of the Company's code of conduct. The provisions of thispolicy are in line with the provisions of Section 177(9) of the Act and Regulation 22 ofthe SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. The WhistleBlower Policy can be accessed on the Company's website.
POLICY FOR PREVENTION OF INSIDERTRADING:
Pursuant to SEB1( Prohibition of Insider Trading) Regulations 2015 the Company hasframed a) Code of Conduct for Regulating and Reporting Trading by Insiders and b) Policyfor Fair Disclosure of UPSI. The Company's Code inter alia prohibits purchase and/orsale of shares of the Company by an Insider while in possession of unpublished pricesensitive information in relation to the Company and also during certain prohibitedperiods.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013
The Company has in place a Prevention of Sexual Harassment Policy in line with therequirements of the Sexual Harassment policy at the workplace (Prevention Prohibition andRedressal) Act 2013. An Internal Complaints Committee has been set up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary trainees) are covered under this policy.
Your Directors convey their sincere thanks to Banks and other concerned agencies fortheir continued support and co-operation extended to the Company from time to time.
Your Directors further express their deep appreciation for the contribution made byemployees at all levels towards the growth of the Company.