Your Directors have pleasure in presenting the 32nd Annual Report of yourCompany together with the Audited Financial Statements and Auditors' Report for the yearended 31st March 2018.
|FINANCIAL HIGHLIGHTS : || ||(Inf) |
|Particulars ||2017-2018 ||2016-2017 |
|Total Revenue ||70035020 ||56567125 |
|Net Profit/(Loss) Before Tax ||1070539 ||(1190971) |
|Less: Current Tax ||- ||- |
|Deferred Tax ||3069957 ||- |
|Net Profit/(Loss) after Tax ||(1999418) ||(1190971) |
The total revenue of your company for the current year increased to Rs. 70035020/- asagainst of Rs. 56567125/- in the previous year. A net loss after tax of Rs. 1999418/-for the year 2017-18 has been accounted as against of net loss after tax of Rs.1190971/- 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 & COMMITMENTS:
There is no material change & commitment in the business operations of the Companyfor the financial year ended 31st March 2018.
CHANGE IN THE NATURE OF BUSINESS:
There is no change in the nature ofbusiness ofthe Company.
FIRST-TIME ADOPTION OF IND AS:
The Company has adopted Indian Accounting Standards (Ind AS) as notified by theMinistry of Corporate Affairs with effect from 1st April 2017. The adoption ofInd AS has been carried out in accordance with Ind AS 101 First-time Adoption of IndianAccounting Standards. Ind AS 101 requires that all Ind AS standards and interpretationsthat are issued and effective for the first Ind AS financial statements for the year ended31st March 2018 be applied retrospectively and consistently for all financial yearspresented.
Accordingly the Company has prepared financial statements which comply with Ind ASapplicable for periods ending on 31st March 2018 together with the comparative perioddata as at and for the year ended 31st March 2017. In preparing these
financial statements the Company's opening balance sheet was prepared as at 1st April2016 the Company's date of transition to Ind AS.
During the financial year under review Six (6) 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.
During the year Resolutions were passed through Postal Ballot on 26th May2017. Details are given in the "Corporate Governance Report" forming part ofthis Annual Report.
The Board has duly constituted the Audit Committee under the Chairmanship of Mr. AmitGarg. The details are being furnished under "Corporate Governance 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 .
As on 31a March 2018 your Company had Five (5) Directors which includeThree (3) Independent Directors one (1) NonExecutive Director and one (1) ExecutiveDirector.
Mrs. Sangita Bansal was re-appointed as Director in the last Annual General Meeting ofthe Company held on 12.09.2017.
Mr. Manish Shah was appointed as Regular Independent Director in the last AnnualGeneral Meeting of the Company held on 12.09.2017.
Mr. Pushpendra Bansal had been ceased off from Directorship including the position ofManaging Director of the Company w.e.f. 28/09/2017 due to resignation.
Mr. Mehinder Sharma Director of the Company is liable to retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. TheBoard recommends his reappointment.
Mrs. Sangita Bansal was appointed as Managing Director of the Company in the BoardMeeting held on 12.02.2018 w.e.f. 13.02.2018 for a period of Three (3) years subject tothe approval of the shareholders of the Company. The Board recommends the OrdinaryResolution for your approval.
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 appointment / re-appointment at the forthcoming AGM of the Company aregiven in the Annexure to the Notice convening the 32nd Annual General Meeting.
KEY MANAGERIAL PERSONNEL (KMPs):
Mrs. Sangita P. Bansal has been appointed as Managing Director of the Company due tovacancy of such position on resignation of Mr. Pushpendra Bansal from Directorship andposition of Managing Director of the Company. Mr. Ajay Pawar has been appointed as ChiefFinancial Officer of the Company in the Board Meeting held on 12.02.2018 w.e.f 13.02.2018in
place of Mrs. Sangita Bansal. Mr. Ranjit Kumar Singh is the Company Secretary 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.
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 2018 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 31st March2018 and of the loss 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 2018 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 2017-18 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. 4 of the Financial Statement.
RELATED PARTY TRANSACTIONS:
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 Committee granted omnibus approval for thetransactions (which are repetitive in nature) and the same was reviewed by Audit Committeeand 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 websitewww.lordsishwar.com .
During the year your Company has entered into materialcontracts/arrangements/transactions and the disclosure of related party transactions asrequired under Section 134(3) (h) of the Companies Act 2013 in Form AOC-2 is annexed asAnnexure -1
SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY:
No Company has become or ceased to be its Subsidiary Joint Ventures or AssociateCompany during the year 2017-18 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:
During the year no written complaint has been received by the Company pursuant tosexual harassment of Women at workplace (Prevention Prohibition and Redressal) Act 2013.
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 measures to monitor Power consumption closely ondaily basis so as to reduce wastage and cost of energy. Measures include replacement ofcompact fluorescent lights with low power consuming LED lights replacement of Airconditioning system.
The Company is using Natural Gas through pipelines instead of LPG Cylinders in theKitchen and other operational areas which reduces overall the energy cost. During theyear your Company does not have any capital investment on energy conservation equipment.
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 2018.
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 asAnnexure-2 herewith forming part of this Annual Report.
In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 specified disclosures with all materialaspects & a Corporate Governance Report is annexed as Annexure-3 forms an integralpart 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 asAnnexure-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 annexed asAnnexure-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 for the Financial Year 2018-19.
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 of the 36th AGM of the Company.
The Auditors' Report is unqualified. The notes to the accounts referred to in theAuditor's Report are self explanatory and do not call for any further clarification underSection 134 of the Companies Act 2013.
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 2017-18.Such Report in the prescribed Form MR-3 is annexed as Annexure-6 hereto and forms a partof this report. The Report does not contain any qualification reservation or adverseremarks.
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 |
|SANGITABANSAL ||AMIT GARG |
|Managing Director ||Director |
|DIN: 01571275 ||DIN: 00537267 |
Place: Baroda Date: 9th August 2018
Hotel Revival Near Sayaji Gardens Kala Ghoda Chowk University Road Baroda Gujarat- 390 002 CIN: L55100GJ1985PLC008264