The Board of Directors are pleased to present the Company's Thirty Fourth AnnualReport and the Company's financial statements for the financial year ended March 31st2019.
We are pleased to write to you on the performance of Jindal Hotels Limited during theyear 2018-19. In the year under review the Company has delivered a mixed performance buthas also undertaken many focussed initiatives that will help to build a healthy future.The Company has worked intensively and witnessed healthy growth amidst increasedcompetition. Technology and understanding of new generation preferences will be anessential game changer and an essential demand driver. Millennia's are one step ahead inthe digital space and are drawn towards hotels and services that meet their technologydemands. Millennia's preferences to be considered and thus to keep up with them willhave to up our technology game.
1. FINANCIAL HIGHLIGHTS
Your Company's financial performance for the year ended March 312019 is as below:
|Financial Performance ||Year ended 31.03.2019 ||Year ended 31.03.2018 |
|Turnover & Other Income ||3817.87 ||3480.70 |
|Less: Expenditure ||2624.36 ||2289.76 |
|Profit before Depreciation Interest and Taxation ||1193.51 ||1190.94 |
|Interest ||475.40 ||484.18 |
|Depreciation & Amortization ||553.60 ||675.54 |
|Profit before Taxation ||164.51 ||31.22 |
|Provision for Income Tax / Deferred Tax ||14.86 ||(59.77) |
|Net Profit after Taxation ||149.71 ||91.39 |
|Other comprehensive Income (OCI) ||3.60 ||(3.97) |
|Net Profit after OCI ||153.25 ||87.81 |
2. REVIEW OF OPERATIONS
Over the last year your Company has undertaken key initiatives to drive long-termgrowth - strengthening its core business exploring new categories streamlining itsoperations for better organisational effectiveness and agility and embedding digitisationin key areas of the value chain.The sales and other income of Financial Year 2018-19 wasrecorded at Rs.3817.87 lakhs (PY Rs.3480.70 lakhs). While revenues have grown at 9.69%during the year net profits have increased to 4.01% as compared to the previous year.
The year 2018 in many ways is the hotel industry's inflection point. After a longhiatus the industry wide ADRs [Average Daily Rate] in 2018 grew at a rate faster thanlong-term inflation rate of 4.5% suggesting that markets are now on a steady path torecovery even though they have a long way to tread before they can reach levels witnessedduring the Boom Period from 2005 to 2008. In 2018 the Company witnessed RevPAR growth of6.42% over 2017.
3. MANAGEMENT DISCUSSION & ANALYSIS: The Management Discussion & Analysiscovers the details relating to the Industry Structure & Development Opportunities& Threats Outlook Risk & Concerns discussion on financial performance withrespect to operational performance etc.
The importance of a brand tie-up in a highly digitalised economy is continuing tobecome ever more important. Since June 2017 onwards your Company is being managed andoperated by ACCOR group of hotels an international brand that is compatible with thecharacter and culture of our Company to increase business prospects and strengthen themarketing network.
Multiple Demand Drivers to Steer Hotel Business in 2019
There will be multiple factors that will drive the hospitality industry in 2019.Increased connectivity amongst less popular and newer destinations thanks to the UDAN(UdeDeshKaAamNagrik) Scheme by the Government of India and additional flight routes andthe launch of operations by airlines to international locations from non-metro and tier 2towns will drive demand for hotels .Furthermore Government initiatives like Smart City Swadesh Darshan and Pilgrimage Rejuvenation and Spiritual Augmentation Drive (PRASAD) friendly e-visa schemes and the likes will also propel business and religious travel.
The Indian hospitality market has tremendous growth opportunities and to tap intothese one of our priorities is to densify in key cities and provide quality developmentsacross our various brands. We will continue to grow our most popular brands Novotel andibis. Our latest offering NovotelVijaywadaVarun (launched in December 2018) and ibisKolkata Rajarhat (launched in January 2019) will help us showcase our new strategy for themid-scale and economy segment respectively.
We are also looking at increasing our emphasis on the food and beverage experiences .Wehave plans to bring in some of the best food and beverage concepts and outlets in Indiaacross a number of our properties which will showcase our popular chefs from across theglobe
Prospects & Concerns
The Indian hospitality industry has emerged as one of the key industries driving thegrowth of the services sector .At the close of 2018 the country saw macroeconomicstability owing to a decline in inflation and current account deficit (CAD). The Unionbudget had identified some major pillars that will support economic growth for the countrythat includes tax reforms fiscal discipline investment in infrastructure ease of doingbusiness agriculture and farmer welfare rural sector social sector education and jobcreation. This is said to have translated into an overall pick up in economic activitiesthereby having a positive impact on the demand for hotels in the country.
Riding on the back of economic growth due to recovery in the global conditionsresulting in higher movement in the meetings incentives conferences and exhibitions(MICE) segment and the consistently growing middle class having increasingly disposableincomes and a fondness for travel the hotel industry is expected to post a robust growth.We further expect growth in inflow and potential of tourism due to Statue of Unity - inTIME's Magazine it has been mentioned as "Greatest Places" to visit. Anotherfactor as a driving force for growth is India's attractiveness as a medical tourismdestination.
2019 Forecast :For better part of this decade the biggest stumbling block for thehospitality industry was the strong growth in hotel supply which remained nearlyconsistent with demand growth. Only recently have the two trend lines started to divergewith demand outpacing supply. Over the last 2 years hotel supply grew by 3.7% in 2017 and3.5% in 2018 whilst demand grew by 7% and 6.8% in the respective years. While both thepast years have paved the way for strong growth in demand for 2019 driven by strongeconomic growth in the country some headwinds in 2019 are expected to dampen theperformance turnout for the year. The first major reason is the country's generalelection during which the commercial market the main stay for hotels in the countryputs on hold all decision making in anticipation of the election results that couldpotentially have a material impact on several policy initiatives of the government.
The second major reason is the impact of new hotel supply that is expected to commenceoperations in the current year. As per estimates 8574 keys will enter the market in2019 a nearly 19% rise over the last two years. Our confidence in the market wasreassured by the stellar performance of the first two months of 2019 which recorded astaggering all India growth of nearly 11% in RevPAR backed by strong growth in bothoccupancy and ADR in almost all key demand segments in the country. 2020 Forecast While2019 performance may be dampened by the election we expect the tide to change in 2020 asmarket sentiments recover on the assumption that the country will enter the year with astable government and strong economic growth. Should the above two parameters squarelyline up combined with little new supply expected to open in 2020 we anticipate the hotelindustry to record its highest occupancy ever since the beginning of the centuryoutpacing 2006 which was recorded as a superlative year for the industry in this metric.
The value-driven volume customer seeking a full- service hotel continues to drive thegrowth in midscale space leaving far behind the branded economy segment which is yet tofully find its footing in the Indian market. To add further fuel to fire the relativelynew-kids-on- the-block and considered to be outliers such as Oyo Treebo and Fabhotelshave very quickly come to dominate the economy segment setting the goal post a furtherdrift for the mainstream brands.
In times to come it is assured by Hotel Operator [ACCOR] that these global playershave not only strong National but also International Sales and Marketing Set up. Withgrowing number of hotels in each chain they are also able to tie up with many AirlinesCredit Card Companies and offer attractive loyalty programmes for the customers. Themanagement continues to expect that there will be increment in Online business andimprovement in room occupancy rate due to renovation refurbishment and up gradation ofguest rooms supported by prevalent personalized service and provision of specialamenities for guest comfort and also VLU Cards. As an outcome of patronage & loyaltystrategies Company has introduced VLU card for all those who have ever visited SuryaPalace in the last 30 years. This card is absolutely free and comes with a host ofbenefits. A special banquet bonanza wherein VLU card holders can host a wedding and uptohalf of the guests could dine free subject to certain conditions and discounts at therestaurants cake shop takeaway and rooms. Retaining the workforce even through trainingand development in the hotel industry is a tedious task as attrition levels are too high.
GST is a mixed bag of better and easier rules and regulations and increased costs andcompliances. The biggest issue for the hospitality industry has been the high rate of 18per cent GST for hotels charging room rentals upto Rs 7500. Before GST the guest usedto pay 15% Tax (Service Tax 9% + Luxury Tax 6%) on Rooms Sales and 10.5% of Service Tax onBanquet Sales. Now post GST the customer has to be 18% of Tax on Rooms as well as BanquetSales.One of the biggest hurdles for the Indian hospitality and tourism industry in termsof attracting international tourists is that of not having a competitive tax structure.There should be flat tax as room rates are dynamic and based on demand and the cost ofreal estate and labour cost varies across the country.There is lack of Parity with AsianCounterparts. As India becomes an even bigger player in the global hospitality andtourism industry we need services to be at par with global rates .
The year 2019 is expected to be a tricky one especially since 2018 has seen growth inperformance over 2017 in almost all major markets across India with the momentum carryinginto the first quarter of 2019 where performance of January & February 2019 is astellar 11% higher in RevPAR performance than same period last year. The tricky partthough is the impact of elections on the industry combined with a strong growth in hotelsupply in the year. Given the headstart that 2019 has received coupled with the generalmomentum that has built over the last two years we are of the opinion that RevPar's willgrow. It is evident that the majority domestic hotel companies have developed a niche forthemselves. The listing of the first REIT by Embassy and Blackstone will also be veryclosely watched as the bucket of assets of the REIT contain hotel assets.
Having weathered many adverse situations in the past three years to post consistentgrowth the prevailing sentiment in the Indian hospitality industry is of confidence. Thereason for this confidence emanates not very much on the high expectations on inboundvisitors but on numerous domestic factors including the emergence of an aspirationalyoung millennial travellers revival in corporate and business travel in the country andrapidly evolving connectivity factor in the country.
It is a fact that the appetite to travel and aspiration for certain lifestyles havetaken strong roots and that is expected to further deepen in the middle-class Indian inthe coming years. The improving connectivity factor in the form of good roads expresshighways regional air connectivity etc. will certainly boost travel from cities to thehinterland in the coming years. In an encouraging development for the first time sincethe UDAN scheme of Regional connectivity was launched special bidding for connectingdestinations of tourism importance has been rolled out by the government recently whichwould definitely address issues of connectivity although not immediately but graduallybetween tourism destinations.
During the Current year in first one and half month the sales and turnover ismaintained at an upward trend as compared to previous corresponding period. Your Companycontinues in its quest for excellence by constant improvement of the guest experiencethrough better service levels innovative concepts product upgrades sales and marketinginitiatives etc.We are focusing on regaining social events which will contribute in Food&Beverage and Room business.
Our main forte and focus has been the popularity of Food and Beverages facilities. Theforay of Indian restaurants into a variety of global cuisines and food fusion is having apositive impact on the F&B sector. Customers are more willing to experiment withdifferent cuisines because it is now easily accessible in the cities they live in andthis trend had increased Indian consumers' frequency of eating out. Average length of stay(ALOS) The demand for hotel rooms in business destinations is usually concentrated aroundweekdays i.e. the ORs [Occupancy Rate] are generally lower on weekends. The ALOS forbusiness hotels is usually in the range of 2-2.5 nights with low levels or doubleoccupancy (fewer occasions where more than one person shares the room). While the hotelsin leisure destinations the ORs are higher during the weekends and have ALOS of around 2-3days. The occurrence of double occupancy is also typically higher in leisure destinations.
Demand is likely to surge in the current year. We expect to have increase in marketshare with the ACCOR brand - several advantages because of its Central Reservation System(CRS).A strong Guest Relations Management (GRM) (Le-Club Loyalty Programme) and VLU cardsinitiative has been activated. This will ensure that we retain as well as build uponcurrent businesses and consolidate our market positions.
Your Hotel's communication campaign is through leading dailies magazines hoardingsand social networking (Facebook Instagram Twitter along with other social media options)also. The management has taken active steps to promote the property with some effectivemarketing initiatives. We are launching some new services to add to the brand portfolio.Internal skill sets are being honed and developed for better utilization andimplementation of available resources. With these efforts we hope to increase theprofitability of your Company in the coming years.
Going forward it is expected that the industry to register an overall healthy growthon back of economic growth. The sector also faces several challenges in terms of complexregulatory environment and inadequate tourism- infrastructure.
Technology will be game-changer: The first trend that is seen is emergence of mixingbusiness and leisure. Hotels across the world are beginning to shift their focus onmillennials who are more prone to extend business trips with leisure time. This will blurthe line between business and leisure hotels.
Another change that is overdue is providing Frictionless Guest Experience. Fromstrengthening loyalty programs to providing efficient direct-booking channels all play arole in creating a direct relationship with the guest. Technology also plays a great rolein this.
4. DIRECTORS AND KEY MANAGERIAL PERSONNEL
There was change in the composition of Board of Directors during the Financial Year2018-19.
Ms. Shagun Mehra resigned from the designation of Whole Time Director on 31.12.2018 dueto her busy schedule and continued to be non executive director thereafter.
Pursuant to applicability of Regulation 17(1A) of LODR (Amendments) Regulations 2018Mr. Ambalal C Patel Non Executive Independent Director has resigned on 31stMarch 2019 on attaining the age of 75 years on 1.04.2019.The Board also recommendsappointment of Mr. Ambalal Patel aged 75 Years for 5 Years as Independent Director notliable to retire by rotation.
The Board recommends the re appointment of Mr. Jatil G Patel & Mr. Mukund P Bakshias Independent Directors (not liable to retire by rotation) of the company for a period offive years .
Mr. Satvik Agrawal retires by rotation at the forthcoming Annual General Meeting andbeing eligible offer himself for re-appointment.
The Board commends his reappointment by the members at the forthcoming Annual GeneralMeeting.
The Board do not recommend to transfer any amount to General Reserves.
In view of considerable fund deployed in "Expansion & Renovation Project"your Directors have not recommended Dividend for the Financial Year 2018-19.
7. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
In terms of Section 125 of the Companies Act 2013 any unclaimed or unpaid Dividendfor the financial year ended March 312012 is due for remittance on 24thOctober 2019 to the Investor Education and Protection Fund established by the CentralGovernment.
Further Section 124(6) of the Companies Act 2013 read with Investor Education andProtection Fund Authority (Accounting Audit Transfer and refund) Rules 2016 amendedfrom time to time which inter alia requires the Company to transfer the equity shares onwhich the dividend has remained unpaid or unclaimed for a continues period of seven yearsto a special demat account to be opened by Investor Education and Protection FundAuthority (IEPF Authority'). The Company has intimated individually to all suchshareholders (for details refer point No. 5 of Notice of AGM).
8. SHARE CAPITAL
The paid up equity share capital as on 31st March 2019 was Rs.60000000/-. There was no public issue rights issue bonus issue or preferential issueetc. during the year. The Company has not issued shares with differential voting rightssweat equity shares nor has it granted any stock options.
9. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateon the date of this report.
10. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The information pertaining to conservation of energy technology absorption ForeignexchangeEarnings and outgo as required under Section 134 (3)(m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 is furnished below:
CONSERVATION OF ENERGY
The Company is extremely cautious with regard to resource management & particularlythe energy conservation be it electrical or gas consumption. We have installed necessarycapacitors in our electrical sub stations & VFD (Variable Frequency Drive) in most ofthe motors. All the halogens incandescent bulbs & even the PL tubes (Plug in light)are almost replaced with LED (Light Emitting Diodes). The entire property has magneticdoor locks which monitors the overall supply to individual guest rooms & thermostatscontrols are provided for guest comfort & energy saving. All the glass window arereplaced with Double Glace DGU & fixed sunscreen protection are laid on them.The newmagnetic chillers used for air conditioning process have proved to be major savers.
Besides these the hotel teams continued their efforts to explore opportunities toreduce energy consumption by:
controlled use of lighting and other equipment;
regulating of chilled water set points according to ambient temperature;
setting benchmarks for energy consumption by area.
upgrading building management systems;
Zero Flush Urinals installed in Banquet Halls (Save Water Save Energy)
Every Quarter we have a trend of celebrating Energy Saving Week wherein entireteam is motivated not only to save energy but also to contribute their ideas for energyconservation
In the Opinion of the Board the required particulars pertaining to technologyabsorption are not applicable as hotels form part of service industry.
FOREIGN EXCHANGE EARNINGS AND OUTGO
During the year under review your Company earned Foreign Exchange of Rs. 31629745/-(PY 18930282/-) whereas outflow of foreign exchange was 1799928/-(PY 2001652.42/-)
11. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OFTHE COMPANY
The Company has been taking proactive approach concerning the development andimplementation of a Risk Management Policy after identifying the following elements ofrisks which in the opinion of the Board may threaten the very existence of the Companyitself.
(a) financial ;
(b) legal and regulatory;
(c) operating; and
(d) commercial risks including health safety and environment.
The Company does not have any Risk Management Committee as the Board takes intoconsideration all the risk factors at regular intervals at its meetings.
The Company has a broad-banded approach towards insurance. Adequate cover has beentaken for all movable and immovable assets against numerous risks and hazards.
13. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013.
Your Company has Zero tolerance for sexual harassment at its workplace and has adopteda policy on prevention prohibition and Redressal of sexual harassment at work placein-line with the provisions of the sexual Harassment of women at work place (Preventionprohibition and Redressal) Act2013 and the Rules thereunder for prevention and redressalof complaints of sexual harassment at workplace.
The Company has adopted an Anti-harassment Policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee are set up to redress complaints received regularly and aremonitored by women line supervisors who directly report to the Chairman & ManagingDirector. There was no complaint received from any employee during the financial year2018-19and hence no complaint is outstanding as on March 31 2019 for redressal.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THECOMPANIES ACT 2013
There was no loans guarantees or investments made by the Company under Section 186 ofthe Companies Act 2013 during the year under review and hence the said provision is notapplicable.
15. DETAILS OF SIGNIFICANT & MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
16. COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT OF REMUNERATION ANDDISCHARGE OF THEIR DUTIES
The provisions of Section 178(1) relating to constitution of Nomination andRemuneration Committee are applicable to the Company and hence the Company has devisedpolicy relating to appointment of Directors payment of Managerial remuneration Directorsqualifications positive attributes independence of Directors and other related mattersas provided under Section 178(3) of the Companies Act 2013 andhave been displayed onwebsite www.suryapalace.com .
17. FORMAL ANNUAL EVALUATION
Pursuant to the provisions of the Companies Act 2013 and Regulation 17(10)of SEBI(LODR) regulation 2015 a structured questionnaire was prepared after taking intoconsideration the various aspects of the Board's functioning composition of the Board andits committees. The Board has carried out an annual performance evaluation of its ownperformance the directors individually as well as the evaluation of the working of itsCommittees.
18. STATUTORY AUDITORS
M/s Modi& Joshi Chartered Accountant Vadodara were appointed as StatutoryAuditors for a period of 5 years in the 32nd Annual General Meeting held on 12thSeptember 2017 .They have confirmed that they are not disqualified from continuing asAuditors of the Company. The requirement to place the matter relating to appointment ofauditors for ratification by members at every Annual General Meeting is withdrawn videnotification dated May 7 2018 issued by Ministry of Corporate Affairs New Delhi.Accordingly no resolution is proposed for ratification of appointment as Auditors.
19. RATIO ANALYSIS
There is no material or significant changes (i.e. change of 25% or more as compared tothe immediately previous financial years) in Key Financial Ratio. As compared to previousyear Interest coverage Ratio Debt Equity Ratio Net Profit Margin Ratio and Return onNet worth Ratio have improved.
Where as Debtors Turnover Ratio Inventory Turnover Ratio and Operating Profit MarginRatio are slightly impaired.
The Current Ratio has remained same as compared to previous year.
Change in Return on Net Worth as compared [CY: 5.61 %] to previous year [PY: 3.65%]has improved.
20. SECRETARIAL AUDIT REPORT
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 Mr. Kashyap Shah a Company Secretary in practiceto undertake the SecretarialAudit of the Company. The Secretarial Audit Reportis furnished in Annexure 1 (Form No.MR-3).
21. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS ORDISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
There was no qualifications reservations or adverse remarks made by the either by theAuditors or by the Practicing Company Secretary in their respective reports.
22. EXTRACT OF ANNUAL RETURN
The extract of Annual Return pursuant to the provisions of sub-section (3) Section 92read with Rule 12 of the Companies (Management and administration) Rules 2014 isfurnished in Annexure 2 (Form No. MGT- 9) and is attached to this Report. Annual Returnwill be placed at website of the Company [www.suryapalace.com]
23. DISCLOSURE UNDER RULE- 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATOIN) RULES2014
Disclosure required under Section 197 of the Companies Act 2013 read with Rule-5 ofthe Companies (Appointment and remuneration) Rules 2014 have been annexed as Annexure-3.
24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The contract or arrangements made with related parties as defined under Section 188 ofthe Companies Act 2013 during the year under review is furnished in Annexure 4 (AOC -2)and is attached to this report. All the Related Party Transaction are held at arm's lengthprice and in Ordinary Course of Business and hence approval under Section 188 is notrequired.
Your Company's Policy on Related Party Transactions as adopted by your Board can beaccessed on the Company's website at www.suryapalace.com
25. CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from Practicing Company Secretaries regarding compliance ofconditions of corporate governance as stipulated in Schedule V of the SecuritiesExchange Board of India (Listing Obligation Disclosure Requirement) Regulation 2015 isannexed as Annexure 5 to the report.
26. NUMBER OF BOARD MEETINGS CONDUCTED DURING THE YEAR UNDER REVIEW
The Company had five Board meetings during the financial year under review on29.05.2018; 07.08.2018 04.09.2018; 30.10.2018 & 22.01.2019.
27. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary Joint venture or Associate Company.
28. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY
Your Company has in place an adequate system of Internal Controls with documentedprocedures covering all corporate functions and hotel operating unit to ensure that alltransactions are authorized recorded and reported correctly. This ensures promptfinancial reporting optimum utilization of various resources and immediate reporting ofdeviations. Compliance with laws and regulations is also ensured and confirmed and ischecked by the Internal Auditor of the Company.
The reports of the Internal Auditor are reviewed by the Audit Committee. The AuditCommittee also reviews adequacy of internal controls system and procedures insurancecoverage of assets from various risks and steps are taken to manage foreign currencyexposures. The Audit Committee also interacts with Internal Auditors and StatutoryAuditors of the Company to ensure compliance of various observations made during theconduct of audits and adequacy of various controls.
The Company has not invited deposit from members or public. Inter Corporate depositsreceived from corporate as unsecured loans (for details refer Annexure 4 :Form AOC-2)
The corporate website www.suryapalace.com reflecting the new architecture is far moreexperimental with large images showcasing the property and its facilities enhancedcontent both in quantity and quality with in depth information on experiences servicesand facilities. The website also displays financial& corporate information.
31. DECLARATION OF INDEPENDENT DIRECTORS
The Independent Directors have submitted their disclosures to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofthe Companies Act 2013 and the relevant rules. We confirm that in opinion of the BoardID's fulfill the conditions specified in LODR Regulations and are independent of theManagement.
32. DISCLOSURE OF COMPOSITION OF AUDIT COMMITTEE AND PROVIDING VIGIL MECHANISM
The Audit Committee consists of the following members
a. Mr. Jatil Patel (Chairman & Non executive Independent Director)
b. Mr. A. C Patel (Non executive Independent Director) [Resigned on 31.03.2019]
c. Ms. Chanda Agrawal (Non executive Director)
d. Mr. Mukund Bakshi (Non executive Independent Director)
The above composition of the Audit Committee consists of independent Directors who formthe majority. The details of Constitution of all committees namely Audit Committee NRC& Stakeholders Relationship Committee is mentioned in the Corporate Governnace Report[which forms part of Annual Report].
The Company has established a vigil mechanism and overseas through the committee thegenuine concerns expressed by the employees and other Directors. The Company has alsoprovided adequate safeguards against victimization of employees and Directors who expresstheir concerns. The Company has also provided direct access to the Chairman of the AuditCommittee on reporting issues concerning the interests of co employees and the Company.
33. DIRECTORS RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies Act 2013 theBoard hereby submit its responsibility Statement:-
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) the directors had selected such accounting policies and applied them consistentlyand madejudgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe 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. Internal financial control means the policies and procedures adopted by theCompany for ensuring the orderly and efficient conduct of its business including adherenceto Company's policies the safeguarding of its assets the prevention and detection offrauds and 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.
34. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS
During the year under review there were no frauds reported by the Company or fraud onthe Company by the officers and employees of the Company has been noticed or reported orno fraud are reported by the auditors to the Audit Committee or the Board under section143(12) of the Companies Act 2013.
35. SECRETARIAL STANDARDS OF ICSI
Pursuant to the approval given on 10th April 2015 by the Central Governmentto the Secretarial Standards specified by the Institute of Company Secretaries of Indiathe Secretarial Standards on Meetings of the Board of Directors (SS-1) and GeneralMeetings (SS-2) came into effect from 1 July 2015 and further amendments applicable w.e. f1st October 2017. The Company is in compliance with the same.
36. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has adopted the whistle blower mechanism for directors and employees toreport concerns about unethical behavior actual or suspected fraud or violation of theCompany's code of conduct and ethics. The Company has a "Whistle Blower Policy"the copy of which is available on the website of the Company namely www.suryapalace.com.
37. SAFETY & ENVIRONMENT
The Company is committed to providing a safe and healthy working environment andachieving an injury and illness free work place.
Your Directors would like to express its sincere appreciation and gratitude to theCompany's valued stakeholders including Members customers Bankers vendors businesspartners State Government and the Government of India for their continued co-operationand support.
Directors also place on record sincere appreciation of the commitment and enthusiasm ofall its employees.
An acknowledgement to all with whose help cooperation and hard work the Company isable to achieve the results.
For and on behalf of the Board of Directors
Date: 14thMay 2019
Signing as per Board resolution passed on 14th May 2019