Reliable Ventures India Ltd.
|BSE: 532124||Sector: Services|
|NSE: N.A.||ISIN Code: INE419H01019|
|BSE 00:00 | 25 Sep||8.17||
|NSE 05:30 | 01 Jan||Reliable Ventures India Ltd|
Reliable Ventures India Ltd. (RELIABLEVENTUR) - Director Report
Company director report
Your directors have pleasure in presenting to you their Twenty Fifth(25th) Annual Report together with the audited statement of accounts of the company forthe12 months period ended 31 st March 2018
the Company has adopted the Indian Accounting Standards ("IndAS") notified under the Companies (Indian Accounting Standards) Rules 2015 witheffect from 1 st April 1 2017. As such financial statements for the year ended as atMarch 312017 have been restated to conform to Ind AS.
Asummary of the audited financial results forthe financial year isbrought out hereunder:
PROFIT AND LOSS ACCOUNT Amt jn Rs. Lakhs
REVIEW OF OPERATING RESULTS:
During the period under report the company registered a marginalgrowth of 9% plus in revenue over the previous year. The room occupancy revenue during theyear was higher at Rs. 660.02 lacs against Rs.610.26 registering a growth worth Rs. 8.10 %over the previous year. Similarly Food and Beverage segment too rose to Rs. 934. 71 lacsagainst Rs. 810.08 lacs during the preceding year showing a marginal an improvement of15.38% over the previous year.
However due to adoption of Indian Accounting Standards (lnd_AS)effective from 1st day of April 2017 which-inter alia- entailed increase in provisionfor Depreciation to Rs. 270.95 lacs against Rs. 138.04 lace during the preceding year -the operating expenditure have been recorded at Rs. Rs. 1647.65 lacs against Rs. 1330.79lacs during the preceding financial year culminating into a decline in the comprehensiveincome from Rs. 139.74 lacs to Rs. 30.37 and Earning Per Equity Share (EPS) of Company toRe. 0.28 from Re.1.27 during the preceding financial year.
The Management Discussion and Analysis forms a part of this report andcovers amongst other matters the performance of the Company during the Financial Year2015-16 as well as the future outlook.
Keeping in view the noticeable decline in the net profit of theCompany directors did not find it worthwhile to declare any dividend for thisyeartoo.
Directors' Responsibility Statement
Based on the internal financial controls and compliance
systems established and maintained by the Company the work performedby the Board committees the Board is of the opinion that the Company's internal financialcontrols were adequate and effective during the financial year under report. Accordinglyin term of provisions contained under Section 134(3) (c) and 134(5) of the Companies Act2013 the Board of Directors to the best of their knowledge and ability confirmthat:
a) In preparing the Annual Accounts applicable accounting standardshave been followed and there are no material departures;
b) The Directors have selected accounting policies applied themconsistently and made judgments and estimates that are reasonable and prudent to give atrue and fair view of the state of affairs of the Company at the end of the Financial Yearand of the profit of the Company for the year;
c) The Directors have taken proper and sufficient care in maintainingadequate accounting records in accordance with provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the Annual Accounts of the Company on a"going concern" basis;
e) The Directors have laid down internal financial controls to befollowed by the Company and such internal financial controls are adequate and wereoperating effectively; and
f) The Directors have devised proper systems to ensure propercompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.
CORPORATE GOVERNANCE REPORT
The Company is committed to the high standards of corporate ethicsprofessionalism and transparency. Exactly half of the Board of the Company is comprised ofindependent Directors. The Company is in compliance with the governance requirementsprovided under the Companies Act2013 and listing regulations. The company has in placeall the Committees required underthe applicable law.
As required by Regulations of the Listing Regulations A report on theCorporate Governance for the financial year 2017-18 along with certificate of Auditors onCorporate Governance is annexed farming part of this report.
COMPLIANCE UNDERCOMPANIES ACT 2013.
Pursuant to section 134 of the Companies Act 2013 read with theCompanies( Accounts) Rules 2014 your Company has complied with the requirements and thedetails of the compliances under the Act are enumerated below:
Nos. of Meetings of the Board:
During the financial year under report your Board of Directors met for5 (five) Times without allowing a gap of 120 days between any two such meetings. Thedetails of which can be seen the annexed Corporate Governance Report.
During the period under report the authorized equity share capital was2500 Lacs divided into 250 lacs equity shares of Rs. 10/- each and issued and paid upshare capital was Rs. 1101.29 lacs tabulated hereunder::
The equity shares of the company are listed on Bombay Stock ExchangeLimited (BSE) and its security code is 532124 and the company has paid the prescribedlisting fee to the BSE.
BOARD OF DIRECTORS:
In the matter of constitution of the Board of Directors the provisionscontained underthe section 149 and section 152 of h the Companies Act 2013 have beenobserved. Other details of Board of Directors can be seen in the Corporate Governance partto this report
The Board of directors of company comprised of total six directors andratio of category of independent and executive Directors is 50:50.
(b) Retirement by rotation:
Ms. Rajendra Malpani Director retires by rotation at the forthcomingAnnual General Meeting and being eligible offers himself for re-appointment. TheDirectors recommend re-appointment of Mr. Malpani as a Director on the Board.
as required under sub-section(7) of Section 149 of the Act. The Boardwas also of the opinion that the six Independent Directors meet the criteria ofindependence under sub-section (6) of Section 149 of the Act.
Other details about the Board can be seen in the Corporate GovernanceReport that forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE;
Although your company does satisfy the criteria of net worth andturnover required for attracting the provisions of corporate responsibility containedunder Section 135 of the Companies Act 2013 and therefore it need not to go forconstitution of committee for Corporate Social Responsibilities and fulfill otherrequirements of the law on the subject it still recognizes the need to minimize theimpact of operation of its only hotel unit on environment. The hotel unit of the Companymaintains large gardens in and around all its properties. The Company has made substantialinvestment for improving energy efficiencies and fresh water management in its only hotelproperty.
In terms of Section 177 of the Companies Act 2013 your Company has anAudit Committee constituted of the following Directors:
(a) Mr. Abdul Tahir Independent Director-Chairman
(b) Mr. Ranjay K. Dawar Independent Director Member
(c) Mr. Rajendra Malpani Director Member.
All the members of the committee are financially literate within themeaning of explanation under regulation 18(1) (c) of SEBI (Listing Obligations andDisclosure
Requirements) Regulations 2015("Listing Regulations") otherdetails can been seen in the report on corporate governance
CONSERVATION OF ENERGY:
Although the operations of the company do not involve any manufacturingand processing activities and the provisions contained under Section 134 dealing withconservation of energy are not squarely apply to it being conscious of conservation ofenergy the company has taken following steps in conservation of electric energy:
1. Installation of LED lights in lobby public areas and corridors inplace of CFL lights.
2. Improving power factor and reducing line losses by installingsuitable capacitor
FOREIGN EXCHANGE EARNING:
During the financial year2017-18 the company earned a foreign exchangegain worth Rs. 0.83 lacs against nil gain during the preceding financial year.
In 23 AGM of the company held on 28th December 2016 in term ofSection 139 of the Companies Act 2013 M/s. Parekh Shah & Lodha a Mumbai based firmof chartered accountant holding firm registration No.10748Wwas appointed as statutoryAuditors of the Company to hold the office as such from the conclusion the and 22nd AGM ofthe Company till the conclusion of 27th AGM of the Company subject to ratification of thefirm's appointment at every AGM.
Accordingly in term of the proviso one to the aforesaid provision ofthe Act proposal to ratify the appointment of
the said firm for the next term of Financial year 2018-19 is beingbrought up before the shareholder in the ensuing AGM for approval.
Secretarial Audit of listed Shares Capital:
Pursuant to provisions under Section 204 (1) of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors of the Company had appointed M/s. Baldev Dudea & AssociatesCompany Secretaries to undertake the Secretarial Audit of the Company for the financialyear ended March 31 2018. The secretarial audit report submitted by the auditors does notcontain any qualification reservation or adverse remarks.
The said secretarial Auditors also carried out the job of reconcilingthe total admitted capital with NSDL and CDSL and the total issued and listed capital. Thesaid audit confirms that the total issued / paid up capital tallies with the total numberof shares in physical form and the total number of dematerialized shares held with NSDLandCDSL
As of the end of March 31 2018 shares comprising approximately9226900 being 83.78 % of the Company's Equity Share Capital have been dematerialized
The Secretarial Audit Report is attached as Annexure-A to this report..
RELATED PARTY TRANSACTIONS:
No material contract has been entered into by the Company with relatedparties and none of the contract
or transactions with related parties fall within the purview of section188(1) of the Act and therefore no transactions are reported in form no. AOC-2 in term ofSection 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014.
Other transactions with related parties are entered into an arm'slength basis details of which are set out Under Note No 30 to standalone financialstatements.
EXTRACT OF ANNUAL RETU RN
Pursuant to the Section 92(3) of the Companies Act 2013 and Rule 12(1)of the Companies (Management and Administration) Rules 2014 the extract of annual returnin prescribed form MGT-9 is annexed as Annexure-B to this report.
During the period under report the Company did not accept any depositsfrom public.
In accordance with the section 177(9) of the Companies Act 2013 andrules framed thereunder read with Regulations 22 of the Listing Regulations the Companyhas a Whistleblower Policy for its directors and employees to report concern aboutunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct. The policy provides for protected disclosures that can be made by a whistleblower to the Chair person of audit committee. The policy is accessible on the website ofthe hotel undertaking www.noorussabahpalace.co.in. During the financial year under reportno complain under mechanism is received.
During the financial year 2017-18 the Board of Directors met for fivetime without allowing a period of 120 days between the two consecutive meetings thedetails os which can be seen under the; head of "Corporate Governance" of thereport.
The Company does not have any subsidiary and associates and thereforeit has nothing to report in respect thereof
Reliable Ventures India Limited is its ultimate holding company.
KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51)and 203 of the Companies Act
2013 are as follows:
1. Mr. Sikandar Hafiz Khan Chairman and Managing Director
2. Mr. Rajendra Malpani Whole time Director designed as ExecutiveDirector
3. Ms. Sanober Bano wholetime Director designated as ExecutiveDirector and
4. Mr. SS Raghuwanshi Company Secretary and compliance officer.
PARTICULARS OF EMPLOYEES:
Disclosure under Section 197 read with rule 5(1) of the Companies Act2013 read with Companies (Appointment and Remuneration of managerial Personnel) Rules2014 is attached is given under annexure "C" to this report
During the period under report the Company does not have any employeeson its roll that was employed throughout the year and was in receipt of remunerationaggregating to Rs. 60.00 lacs or more or was employed to part of the year and was inreceipt of remuneration aggregating to Rs. 5.00 lacs per month. Hence information underSection 197(12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration and Managerial Personnel) Rules 2014 is nil.
PARTICULARS OF LOAN AND GUARANTEE
During the period under report the Company has not given any loansguarantees and made investment.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATIONS
The Company's policy on directors' appointment and remuneration andother matters provided under Section 178(3)of the Act has been disclosed in the CorporateGovernance Report that forms part of the Directors Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your company has an Internal Control System tailored to size and thenature of its operations aimed at providing reasonable assurance respecting recording andproviding reliable financial and operational information complying with applicable lawssafeguarding assets from unauthorized use executing transactions under properauthorization and compliance of internal policies.
The system is manned by a full time professional accountant and ITexperts. The Audit committee
deliberates with the members of the management and statutory auditorsof he company as to the appropriateness of the system lay down and carry out need-basedreview thereof to conform to the requirements of the Company satisfies itself of theadequacy and effectiveness of the system .The Committee also keeps the board of directorsinformed accordingly. Your board is of view the control system is effective and optimum
The Board of the Company has approved the Risk Management Policy in itsmeeting held on 2nd February 2015 and also formed a Risk Management Committee (RMC) toimplement and monitor the risk management plan forthe Company.
The performance of the Board as a whole its independent executive andnone executive directors has been carried out in term and based on criteria specified inthe formal Performance Evaluation policy approved by the Board.
The details in the matter of evaluation criteria process etc. is givenin the Corporate Governance part of this report.
Pursuant to the provisions of the Act and Regulation 17(10) of theListing Regulations a Board Evaluation Policy has been put in place.
A structured questionnaire covering various aspects of the Board'sfunctioning Board culture performance of specific duties by Directors and contributionto the Board proceedings was circulated to the members of the Board.. Based on theresponses received the Board as a whole the Committees the Chairperson and
individual Directors were separately evaluated in the separate meetingof the Independent Directors and at the Meeting of the Board of Directors.
The process of review of Non-Independent Directors and the Board as awhole and also its committees were undertaken in a separate meeting of IndependentDirectors without the attendance of Non- Independent Directors and members of themanagement.
At the meeting the performance of the Chairman of the Company wasreviewed taking into account the views of the Executive Directors Non-Executive Directorsand Independent Directors. The meeting also assessed the quality quantity and timelinessof the flow of information required forthe Board to perform its duties properly. Theentire Board of Directors excluding the Director being evaluated evaluated theperformance of each Independent Director. The Directors have expressed their satisfactionwith the evaluation process.
DETAILS OF MATERIAL ORDERS ETC. IN TERM OF SECTION 134 (1) (q) READWITH COMPANIES (ACCOUNTS) RULES 2014.
During the financial year under report there are no significant ormaterial orders passed by regulator court or tribunal impacting the going concern statusof the Company or its future operations.
INTERNAL COMPLAINTS COMMITTEE;
The company has an internal complaint committee under the SexualHarassment of Women At Workplace (Prevention Prohibition and Redressal) Act 2013 forprevention and redressal of complaints of sexual harassment and for matters concernedconnected or incidental thereto.
During the financial year under report the company did not receive anycomplaint at all from any person connected to the Company.
The Board takes this opportunity to thank all employeesfortheircommitment dedication and co-operation.
By order of the Board
SANOBERBANO Executive Director