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Reliable Ventures India Ltd.

BSE: 532124 Sector: Services
NSE: N.A. ISIN Code: INE419H01019
BSE 00:00 | 12 Aug 12.59 -0.25
(-1.95%)
OPEN

12.41

HIGH

12.64

LOW

12.10

NSE 05:30 | 01 Jan Reliable Ventures India Ltd
OPEN 12.41
PREVIOUS CLOSE 12.84
VOLUME 5681
52-Week high 22.20
52-Week low 10.30
P/E 6.49
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 12.41
CLOSE 12.84
VOLUME 5681
52-Week high 22.20
52-Week low 10.30
P/E 6.49
Mkt Cap.(Rs cr) 14
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Reliable Ventures India Ltd. (RELIABLEVENTUR) - Director Report

Company director report

Your directors have pleasure in presenting to you their Twenty Eight (28th)Annual Report together with the audited statement of accounts of the company for the 12months' period ended 31st March 2021.

FINANCIALPERFORMANCE:

A summary of the audited financial results for the financial year is brought outhereunder:

PROFIT AND LOSS ACCOUNT

Operating Years 2020-21 2019-20
Income:
Revenue from operation 998.07 1828.60
Other Income 18.43 114.44
Total Income 1016.50 1943.04
Expenses
Operating expenses before depreciation 979.54 1546.72
Depreciation 96.54 139.19
Total Expenses 1076.08 1685.19
Profit before comprehensive income -59.58 257.13
Less: provision for tax/ adju of tax for earlier years 3.95 72.17
Profit (loss) before exceptional item and tax -63.70 184.96
Add: other comprehensive income 79.66 -36.33
Total comprehensive income for the period 15.96 148.63
Total equity share capital o 1101.29 1101.29
Earnings per Share of Rs.10/- each 0.14 1.35

BALANCE SHEET

Description 2020-21 2019-20
Total Non-current Assets 2080.96 2071.63
Net current assets 964.09 905.78
Capital Employed 3045.05 2977.41
Represented by:
Share capital 1101.29 1101.29
Reserve & Surplus 1868.74 1852.78
Deferred tax liability 20.24 23.34
Loans/borrowings 54.74 0.00
Capital employed 3045.05 2977.41

REVIEW OF OPERATING RESULTS:

Your company belongs to the category of Hospitality/ Hotel Industry which is amongstthe hardest hit category due to covid-19 pandemic effect. Due to this effect despite thepositive increase in other comprehensive income from -36.33 lacs to Rs. 79.66 lacs thecompany reported a general decline in its financial performance as under:

1. The overall revenue generation declined by around 48% from Rs.1949.04 lacs to Rs.1016.50 lacs

2. Room occupancy reported a declined by around 54 % from Rs. 657.03 lacs to Rs. 303.04lacs

3. The food and beverage declined by around 40 % from Rs. 1135.95 lacs to Rs. 684.10lacs.

The Management Discussion and Analysis forms a part of this report and covers amongstother matters the performance of the Company during the Financial Year 2020 -21 as wellas the future outlook.

DIVIDEND:

Keeping in view the noticeable decline in the performance of the company yourdirectors did not find it worthwhile to declare any dividend for this year too.

DIRECTORS' RESPONSIBILITY STATEMENT

Based on the internal financial controls and compliance systems established andmaintained by the Company the work performed by the Board committees the Board is of theopinion that the Company's internal financial controls were adequate and effective duringthe financial year under report. Accordingly in term of provisions contained underSection 134(3) (c) and 134(5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability confirm that:-

a) in preparing the Annual Accounts applicable accounting standards have been followedand there are no material departures;

b) the Directors have selected accounting policies applied them consistently and madejudgments and estimates that are reasonable and prudent to give a true and fair view ofthe state of affairs of the Company at the end of the Financial Year and of the profit ofthe Company for the year;

c) the Directors have taken proper and sufficient care in maintaining adequateaccounting records in accordance with provisions of the Act for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

d) the Directors have prepared the Annual Accounts of the Company on a "goingconcern" basis;

e) the Directors have laid down internal financial controls to be followed by theCompany and such internal financial controls are adequate and were operating effectively;and

f) The Directors have devised proper systems to ensure proper compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

CORPORATE GOVERNANCE REPORT

The Company is committed to the high standards of corporate ethics professionalism andtransparency. Exactly half of the Board of the Company is comprised of independentDirectors. The Company is in compliance with the governance requirements provided underthe Companies Act 2013 and listing regulations. The company has in place all theCommittees required under the applicable law.

As required by Regulations of the Listing Regulations A report on the CorporateGovernance for the financial year 202021 along with certificate of Auditors on CorporateGovernance is annexed farming part of this report.

COMPLIANCE UNDER COMPANIES ACT 2013.

Pursuant to section 134 of the Companies Act 2013 read with the Companies (Accounts)Rules 2014 your Company has complied with the requirements and the details of thecompliances under the Act are enumerated below:

NOS OF MEETING OF THE BOARD:

During the financial year under report your Board of Directors met for six (6) timeswithout allowing a gap of 120 days between any two such meetings. The details of which canbe seen the annexed Corporate Governance Report.

SHARE CAPITAL

During the period under report the authorized equity share capital was 2500 Lacsdivided into 250 lacs equity shares of Rs. 10/- each and issued and paid up share capitalwas Rs. 1101.29 lacs. as tabulated hereunder:

Category of shareholders No. of shares held % age to total share capital
Promoters friends relatives and persons concert 5828412 52.923
Non-resident Indians 1035935 9.407
Indian general public 4158553 37.670
Total 11012900 100.00

LISTING:

The equity shares of the company are listed on Bombay Stock Exchange Limited (BSE) andits security code is 532124 and the company has paid the prescribed listing fee to theBSE.

BOARD OF DIRECTORS:

(a) Constitution

In the matter of constitution of the Board of Directors the provisions contained underthe section 149 and section 152 of the Companies Act 2013 have been observed. Otherdetails of Board of Directors can be seen in the Corporate Governance part to this report

The Board of Directors of the Company comprised of a total 5 (five) directors and ratioof category of non-executive independent and executive director has been 60:40

(b) Retirement by rotation:

Ms. Sanober Bano Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offers herself for her re-appointment. The Board of Directorsrecommend re-appointment of Ms. Sanober Bano as a Director on the Board.

In term of Section 149(7) of the Companies Act 2013 all the three independentDirectors of the Company have given requisite declarations that they continue to meet thecriteria of independence and your board is also of the opinion that all of them meet theindependence criteria.

Other details about the Board can be seen in the Corporate Governance Report that formspart of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE:

Although your company does satisfy the criteria of net worth and turnover required forattracting the provisions of corporate responsibility contained under Section 135 of theCompanies Act 2013 and therefore it need not to go for constitution of committee forCorporate Social Responsibilities and fulfill other requirements of the law on thesubject it still recognizes the need to minimize the impact of operation of its onlyhotel unit on environment. The hotel unit of the Company maintains large gardens in -and-around all its properties. The Company has made substantial investment for improvingenergy efficiencies and fresh water management in its only hotel property.

AUDIT COMMITTEE

In terms of Section 177 of the Companies Act 2013 your Company has an Audit Committeeconstituted of the following Directors:

(a) Mr . Ranjay K. Dawar Non- executive Independent Director- Chairman

(b) Mr. Panchena Gopinath Non-executive Independent Director Member

(c) Mr. Chandan Mitra Non-Executive Independent Director.

All the members of the committee are financially literate within the meaning ofexplanation under regulation 18(1) (c) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015("Listing Regulations") other details can beenseen in the report on corporate governance

CONSERVATION OF ENERGY:

Although the operations of the company do not involve any manufacturing and processingactivities and the provisions contained under Section 134 dealing with conservation ofenergy are not squarely applicable to it being conscious of conservation of energy thecompany has taken following steps in conservation of electric energy:

1. Installation of LED lights in lobby public areas and corridors in place of CFLlights.

2. Improving power factor and reducing line losses by installing suitable capacitor

FOREIGN EXCHANGE EARNING:

During the financial year 2020-21 the company could not earn any foreign exchange gainat all compared to a gain of Rs.0.16 lac during the preceding financial year.

AUDITORS:

In 23rd AGM of the company held on 28th December 2016 in term of Section139 of the Companies Act 2013 M/s. Parekh Shah & Lodha a Mumbai based firm ofchartered accountant holding firm registration No.10748W was appointed as statutoryAuditors of the Company to hold the office as such from the conclusion of the 22ndAGM of the Company till the conclusion of 28th AGM of the Company.

The Company proposes to reappoint the said auditors for their 2nd tenurebeginning from the close of 28th Annual General Meeting. Accordingly aproposal is being brought at the ensuing AGM for reappointment of the said for furtherperiod effective from close of 28th AGM till conclusion of 32nd AGMof the Company.

SECRETARIAL AUDIT:

Secretarial Audit of listed Share Capital:

Pursuant to provisions under Section 204 (1) of the Companies Act 2013 and theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board ofDirectors of the Company had appointed M/s. Baldev Dudea & Associates CompanySecretaries to undertake the Secretarial Audit of the Company for the financial yearended March 31 2021. 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 reconciling the totaladmitted capital with NSDL and CDSL and the total issued and listed capital. The saidaudit confirms that the total issued / paid up capital tallies with the total number ofshares in physical form and the total number of dematerialized shares held with NSDL andCDSL

As of the end of March 31 2021 shares comprising approximately 9239200 being 83.89%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 related parties and noneof 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's length basis detailsof which are set out Under Note No_28 to standalone financial statements.

EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act 2013 and Rule 12(1) of theCompanies (Management and Administration) Rules 2014 the extract of annual return inprescribed form MGT-9 is annexed as Annexure-B to this report.

DEPOSITS:

During the period under report the Company did not accept any deposits from public.

VIGIL MECHANISM

In accordance with the section 177(9) of the Companies Act 2013 and rules framedthere-under read with Regulations 22 of the Listing Regulations the Company has aWhistleblower Policy for its directors and employees to report concern about unethicalbehavior actual or suspected fraud or violation of the Company's Code of Conduct. Thepolicy provides for protected disclosures that can be made by a whistle blower to theChairperson of audit committee. The policy is accessible on the website of the hotelundertaking www.noorussabahpalace.co.in. During the financial year under report nocomplain under mechanism is received.

BOARD MEETINGS

During the financial year 2020-21 the Board of Directors met for six (6) times withoutallowing a period of 120 days between the two consecutive meetings the details of whichcan be seen under the head of "Corporate Governance" of the report.

SUBSIDIARY COMPANIES:

The Company does not have any subsidiary and associates and therefore it has nothing toreport in respect thereof HOLDING COMPANY:

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 theCompanies Act 2013 are as follows:

1. Mr. Sikandar Hafiz Khan Chairman and Managing Director

2. Mr. Rajendra Malpani Whole time Director designated as CFO of the Company whoresigned from the said office effective from 27-10-2020

3. Ms. Sanober Bano whole time Director designated as Executive Director 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 Act 2013 read withCompanies (Appointment and Remuneration of managerial Personnel) Rules 2014 is given inthe attached annexure "C" to this report

During the period under report the Company does not have any employees on its rollthat was employed throughout the year and was in receipt of remuneration aggregating toRs. 60.00 lacs or more or was employed to part of the year and was in receipt ofremuneration aggregating to Rs. 5.00 lacs per month. Hence information under Section197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration andManagerial Personnel) Rules 2014 is nil

PARTICULARS OF LOAN AND GUARANTEE

During the period under report and till date 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 and other mattersprovided under Section 178(3) of the Act has been disclosed in the Corporate GovernanceReport 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 the nature of itsoperations aimed at providing reasonable assurance respecting recording and providingreliable 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 IT experts. The Auditcommittee deliberates with the members of the management and statutory auditors of thecompany as to the appropriateness of the system lay down and carry out need-based reviewthereof to conform to the requirements of the Company satisfies itself of the adequacy andeffectiveness of the system .The Committee also keeps the board of directors informedaccordingly. Your board is of view the control system is effective and optimum

RISK MANAGEMENT:

The Board of the Company has approved the Risk Management Policy in its meeting held on2nd February 2015 and also formed a Risk Management Committee (RMC) to implement andmonitor the risk management plan for the Company.

BOARD EVALUATIONS

The performance of the Board as a whole its independent executive and none executivedirectors has been carried out in term and based on criteria specified in the formalPerformance Evaluation policy approved by the Board. The details in the matter ofevaluation criteria process etc. is given in the Corporate Governance part of thisreport.

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulationsa Board Evaluation Policy has been put in place.

A structured questionnaire covering various aspects of the Board's functioning Boardculture performance of specific duties by Directors and contribution to the Boardproceedings was circulated to the members of the Board... Based on the responses receivedthe Board as a whole the Committees the Chairperson and individual Directors wereseparately evaluated in the separate meeting of the Independent Directors and at theMeeting of the Board of Directors.

The process of review of Non-Independent Directors and the Board as a whole and alsoits committees were undertaken in a separate meeting of Independent Directors without theattendance of Non- Independent Directors and members of the management.

At the meeting the performance of the Chairman of the Company was reviewed taking intoaccount the views of the Executive Directors Non-Executive Directors and IndependentDirectors. The meeting also assessed the quality quantity and timeliness of the flow ofinformation required for the Board to perform its duties properly. The entire Board ofDirectors excluding the Director being evaluated evaluated the performance of eachIndependent Director. The Directors have expressed their satisfaction with the evaluationprocess.

DETAILS OF MATERIAL ORDERS ETC. IN TERMS OF SECTION 134(q) READ WITH COMPANIES(ACCOUNTS) RULES 2014.

During the financial year under report there are no significant or material orderspassed by regulator court or tribunal impacting the going concern status of the Companyor its future operations.

INTERNAL COMPLAINTS COMMITTEE;

The company has an internal complaint committee under the Sexual Harassment of Women AtWorkplace (Prevention Prohibition and Redressal) Act 2013 for prevention and redressalof complaints of sexual harassment and for matters concerned connected or incidentalthereto.

During the financial year under report the company did not receive any complaint atall from any person connected to the Company.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank all employees for their commitmentdedication and co- operation.

.