Your Directors have pleasure in presenting the 33rd Annual Report of yourCompany together with the Audited Financial Statements and Auditors' Report for the yearended 31s' March 2019.
|FINANCIAL HIGHLIGHTS : || ||(In Rs.) |
|Particulars ||2018-2019 ||2017-2018 |
|Total Revenue ||86463833 ||70035020 |
|Net Profit Before Tax ||2511256 ||1070539 |
|Less: Current Tax ||500000 ||- |
|Deferred Tax ||(266134) ||3069957 |
|Net Profit/(Loss) after Tax ||2277390 ||(1999418) |
The total revenue of your company for the current year increased to Rs. 86463833/- asagainst of Rs. 70035020/- in the previous year. A net Profit after tax of Rs.2277390/- for the year 2018-19 has been accounted as against of net loss after tax ofRs. 1999418/- in the previous year.
In view of the carried forward losses yours Directors regret their inability torecommend any Dividend for the year under review.
TRANSFER TO RESERVES:
During the year under review no amount is proposed to transfer to any reserves.
During the year your Company has not invited or accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the Companies (Acceptance ofDeposits) Rules 2014.
SIGNIFICANT AND MATERIAL ORDERS IF ANY:
No significant and material orders were passed by the Regulators or courts or Tribunalimpacting the going concern status and Company's operation in future.
MATERIAL CHANGES AND COMMITMENTS:
There have been no material changes and commitment affecting the financial positionsof the Company which occurred between the end of the financial year ended to which thefinancial statements relate and the date of this report.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature ofbusiness ofthe Company.
During the financial year under review Four (4) Board Meetings were duly held. Thedetail information of meetings is being furnished under "Corporate GovernanceReport" forming part of this Annual Report. The maximum interval between any twoconsecutive meetings did not exceed 120 days as prescribed under the Companies Act 2013.
The Board has duly constituted the Audit Committee and other Committees which aremandatory for your Company. The details are being furnished under "CorporateGovernance Report" forming part of this Annual Report.
DECLARATION BY INDEPENDENT DIRECTORS:
The Company has received necessary declaration from each Independent Director underSection 149(7) of the Companies Act 2013 that he meets the criteria of independence aslaid down under Section 149(6) of the Companies Act 2013 and Regulation 16 of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:
As required under Schedule IV of Companies Act 2013 and Regulation 25(7) of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 the Companyregularly familiarizes its Independent Directors with their roles rightsresponsibilities any new happening in the hotel business amendments to the applicablelaws etc. The detail of familiarization program is posted on the Company's websitewww.lordsishwar.com.
During the financial year under review no Resolution was passed through Postal Ballot.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):
As on 31s' March 2019 your Company had Five (5) Directors which includeThree (3) Independent Directors one (1) NonExecutive Director and one (1) ExecutiveDirector (Woman Director).
Mr. Mehinder Sharma who retires by rotation and being eligible was re-appointed asDirector in the last Annual General Meeting of the Company held on 1841September 2018.
Mrs. Sangita Bansal's appointment as Managing Director of the Company w.e.f. 13thFebruary 2018 for a period of Three (3) years was approved by the shareholders of theCompany in its last Annual General Meeting held on 1841 September 2018.
During the year 2018-19 no Key Managerial Personnel was appointed in the Company. NoKey Managerial Personnel or Director (including Independent Director) has resigned fromthe Company during the year 2018-19.
Mrs. Sangita Bansal Director of the Company is liable to retire by rotation at theensuing Annual General Meeting and being eligible offers herself for re-appointment. TheBoard recommends her re-appointment.
Mr. Amit Nandkishore Garg was appointed as an Independent Director of the Company on 8thSeptember 2014 w.e.f. 8th September 2014 for a term of Five (5) years.Pursuant to Section 149 of the Companies Act 2013 an Independent Director can holdoffice for two terms each of five consecutive years on the Board of a Company. Mr. AmitNandkishore Garg holds office of first term of five consecutive years as an IndependentDirector upto 7th September 2019 and being eligible; his re-appointment is proposed asNon-Executive Independent Director to hold office for a second term of five consecutiveyears. On recommendation of Nomination and Remuneration Committee the Board of Directorsat their Board meeting held on 27th July 2019 proposes the Special Resolutionfor your approval for his re-appointment as an Independent Director of the Company.
As per Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and Secretarial Standard-2 on General Meetings the particulars of theDirectors seeking appoin'men'/re-appointment at the forthcoming AGM of the Company aregiven in the Annexure to the Notice convening the 33d Annual General Meeting.
Mrs. Sangita P. Bansal is Managing Director of the Company. Mr. Ajay Pawar is ChiefFinancial Officer and Mr. Ranjit Kumar Singh is Company Secretary of the Company and thusthe Company has all KMPs as per the provisions of Section 203 of Companies Act 2013.
As required under Regulation 19 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 & Section 134(3)(e) a policy on Director'sappointment and remuneration including criteria for determining qualifications positiveattributes independence of a director and other matters provided under sub section (3) ofSection 178 has been disclosed in the Corporate Governance Report.
Evaluation of all Board members is done annually. The evaluation is done by the BoardNomination & Remuneration Committee and Independent Directors with specific focus onthe performance and effective functioning of the Board and individual Directors.
Criteria for evaluation of Board as a whole includes frequency length transparencyflow of information administration and disclosure of Board meeting held.
Individual Director can be evaluated on the basis of their ability to contribute goodgovernance practices to address top management issues long term strategic planningindividually time spent attendance & membership in other committees corecompetencies and obligation & fiduciary responsibilities etc.
BOARD DIVERSITY POLICY:
A diverse Board enables efficient functioning through differences in perspective andskill and also fosters differentiated thought process at the back of varied industrialand management expertise gender and knowledge. The board recognizes the importance ofdiverse composition and has adopted a Board Diversity Policy which sets out the approachto diversity. The Board Diversity Policy is available on our website www.lordsishwar.com.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the provisions of Section 134 (3) (c) of the Companies Act 2013 yourBoard of Directors hereby confirms that:
(i) in the preparation of the annual accounts for the financial year ended 31stMarch 2019 the applicable accounting standards have been followed and there are nomaterial departures;
(ii) appropriate accounting policies selected and applied are consistent and thejudgments and estimates made are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year 31stMarch 2019 and of the profit of the Company for that period;
(iii) proper and sufficient care has been taken 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;
(iv) the accounts for the financial year ended 31st March 2019 have beenprepared on a 'going concern' basis;
(v) the company has an internal financial Control System commensurate with the sizescale and complexity of its operations and that such internal financial controls areadequate and operating effectively; and
(vi) we had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
PARTICULARS OF LOAN GUARANTEE OR INVESTMENTS:
During the Year 2018-19 no Loan Guarantee or Investment covered under Section 186 ofthe Companies Act 2013 had been made by the Company. However details of Investments areprovided in Note No. 3 of the Financial Statement.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:
All transactions entered by the Company during the financial year with related partieswere in the ordinary course of business and on an arm's length basis. The Audit Committeegranted omnibus approval for the transactions (which are repetitive in nature) and thesame was reviewed by Audit Committee and Board of Directors.
In line with the requirements of the Companies Act 2013 read with Regulation 23 of theSEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 your Companyhas adopted a Related Party Transactions Policy which is placed on its website www.lordsishwar.com.
During the year your Company has entered into material related party transactions andthe disclosure of related party transactions as required under Section 134(3) (h) of theCompanies Act 2013 in Form AOC-2 is annexed as Annexure -1 .
Suitable disclosure as required under Ind-AS-24 has been made in Notes to the FinancialStatement.
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY:
No Company has become or ceased to be its Subsidiary Joint Ventures or AssociateCompany during the year 2018-19 hence no disclosure of financial information ofsubsidiary/joint venture or Associate Company is applicable to your Company.
SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT2013:
Your Company has complied with provisions relating to the constitution of InternalComplaints Committee under the Sexual Harassment of Women at Work Place (PreventionProhibition and Redressal) Act 2013.
In terms of Schedule V read with Regulation 34(3) of SEBI (LODR) Regulation 2015disclosures relating to Sexual Harassment of Women at Work Place (Prevention Prohibitionand Redressal) Act 2013 are given as below:
|Sr. No. ||Particulars ||No. of complaints |
|1 ||Number of complaints filed during the financial year 2018-19 ||nil |
|2 ||Number of complaints disposed off during the financial year 2018-19 ||nil |
|3 ||Number of complaints pending as on 31.03.2019 ||nil |
REPORT ON CONSERVATION OF ENERGY ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNINGAND OUTGO:
In accordance with the requirement of section 134(3) (m) of the Companies act 2013read with Rule 8(3) of Companies (Accounts) Rules 2014 your Directors furnish hereunderthe additional information as required:
A. Conservation of Energy:
Your Company has made all possible efforts to closely monitor power consumption ondaily basis so as to reduce wastage. The Company is also trying to find ways and means toreduce power consumption and thus reduce the overall energy cost.
Your Company is using PNG (Pipelines Natural Gas) in the Kitchen and other operationalareas. Your Company is also using power savers in electric panels and in Guest Rooms withLED fittings. Your Company is also using DG set for utilising alternate sources of energy.During the year your company does not have any capital investment on energy conservationequipment.
B. Technology Absorption:
The Company continues to absorb and upgrade modern technology and advanced technique invarious guest contact areas like Wi-Fi internet connectivity in your hotel. However yourCompany has not obtained any specific technology from outside India which needs to beabsorbed. Your Company has not undertaken any research & development activity.
C. Foreign Exchange Earning and Outgo:
The information relating to the foreign exchange earnings and outgo are given in theNotes to the financial statements for the year ended 31st March 2019.
RISK MANAGEMENT POLICY:
Although not mandatory the Company has developed and adopted a Risk Management Policyas a measure of good governance. The details of its Committee are set out in the CorporateGovernance Report.
The Policy identifies all perceived risks which might impact the operations of theCompany. Risks are assessed department wise such as financial risks accounting risks etc.The Company is taking appropriate measures to achieve proper balance between risk &reward.
CORPORATE SOCIAL RESPONSIBILITY:
Provisions relating to Corporate Social Responsibility under Section 135 of theCompanies Act 2013 are not applicable to our Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY:
In terms of Regulation 22 of SEBI (Listing Obligations & Disclosure Requirements)Regulations 2015 and Section 177(9) of the Companies Act 2013 read with Rule 7 of theCompanies (Meeting of Board and its Powers) Rules 2014 the Company has adopted a vigilmechanism for its directors & employees to report their genuine concerns/grievances.The mechanism also provides for adequate safeguards against victimization of person whouse such mechanism and makes provisions for direct access to the Audit Committee chairman.The details of the mechanism are posted on the Company's website www.lordsishwar.com .
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Regulation 34 (2) ofSEBI (Listing Obligations & Discussion Requirements) Regulations 2015 is provided as Annexure-2herewith forming part of this Annual Report.
MAINTENANCE OF COST RECORDS:
Your Company is not required to maintain Cost records as specified by the CentralGovernment under Section 148(1) of the Companies Act 2013.
DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:
Your directors confirm that the Secretarial Standards issued by the Institute ofCompany Secretaries of India have been complied with.
In terms of Regulation 34(3) read with Schedule V ofthe SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015 a Corporate Governance Report is annexed as Annexure-3forming an integral part of this Report.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:
The table containing the names and other particulars of ratio of Directors'Remuneration to Median Employee's Remuneration in accordance with the provisions ofSection 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is annexed as Annexure-4.
No employee comes under the specified remuneration limit mentioned under Section197(12) read with Rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014.
EXTRACT OF ANNUAL RETURN:
As per amended Section 92(3) of the Companies Act 2013 an extract of the AnnualReturn in Form MGT-9 of the Companies (Management and Administration) Rules 2014 isplaced on the website of the Company www.lordsishwar.com. The same is also annexedas Annexure-5 forming part of this Report.
LISTING ON STOCK EXCHNAGE:
The Company's shares are listed with the BSE Limited and the Company has paid thenecessary Listing Fees and Custody Fees for the Financial Year 2019-20.
M/s. K. K. Haryani & Co Chartered Accountants (Firm Reg. No-121950W) wasappointed as Statutory Auditors in 31st AGM of the Company for a period of Five(5) years up to the conclusion ofthe 3641 AGM ofthe Company.
The Auditors in their report have referred to the notes forming part of the accounts.The said notes are self explanatory and do not contain any qualification reservation oradverse remark or disclaimer. Also no offence of fraud was reported by the Auditors oftheCompany under Section 143 (12) ofthe Act.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rules thereonyour Company has appointed Mr. Manish R. Patel Practicing Company Secretary (COP No.9360) to conduct the Secretarial Audit of the Company for the financial year 2018-19.Such Report in the prescribed Form MR-3 is annexed as Annexure-6 hereto and forms apart of this report. The Report does not contain any qualification reservation or adverseremarks.
ANNUAL SECRETARIAL COMPLIANCE REPORT:
Pursuant to the SEBI Circular No- CIR/CFD/CMD1/27/2019 dated 8th February2019 your Company has submitted the Secretarial Compliance Report of the Company for thefinancial year ended on 31st March 2019 issued by Mr. Manish R. PatelPracticing Company Secretary Surat with BSE Limited within the prescribed time period.
M/s J. Bhavsar & Co. Chartered Accountants Internal Auditors of the Company hasconducted periodic audit of all operations of the Company. The Audit Committee of theBoard of Directors has reviewed the findings of Internal Auditors regularly.
INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY:
The Company has an internal financial control system commensurate with the size scaleand complexity of its operation to ensure proper recording of financial and operationalinformation & compliance of various internal controls& other regulatory andstatutory compliance. The scope and authority of the internal audit function is welldefined in the organization. To maintain its objectivity & independence internalaudit function is laid before the Audit Committee of the Board. Based on the report of theinternal audit & Audit committee observation corrective actions are undertaken by therespective departments and thereby strengthen the controls.
During the year under review no material or serious observation has been received fromInternal Auditors of the Company for inefficiency or inadequacy of such controls.
During the period the relations with all employees of the Company were cordial and acongenial atmosphere prevailed. Your Directors place on record their appreciation for thedevoted services rendered by the employees of the Company.
Your Directors wish to place on record their sincere thanks to the valued guestssuppliers and the Financial Institution for their support co-operation and guidance.
Your Directors take the opportunity to express their sincere thanks to all theinvestors shareholders and stakeholders for their continued confidence in the company.
Your Directors also wish to place on record their deep sense of appreciation for thecommitment displayed by all executives officers and staff contributing in Management& delivering a sound performance.
| ||for and on behalf of the board of directors |
|Place: Baroda || || |
|Date: 27*' July 2019 || || |
|Registered Office: || || |
|Hotel Revival Near Sayaji Gardens ||SANGITABANSAL ||AMIT GARG |
|Kala Ghoda Chowk University Road ||Managing Director ||Director |
|Baroda Gujarat - 390 002 ||DIN: 01571275 ||DIN: 00537267 |
|CIN: L55100GJ1985PLC008264 || || |