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Royale Manor Hotels & Industries Ltd.
|BSE: 526640||Sector: Services|
|NSE: N.A.||ISIN Code: INE008C01011|
|BSE 00:00 | 26 May||10.11||
|NSE 05:30 | 01 Jan||Royale Manor Hotels & Industries Ltd|
Royale Manor Hotels & Industries Ltd. (ROYALEMANOR) - Director Report
Company director report
Royale Manor Hotels and Industries Limited
Your directors have pleasure in presenting their 28lhAnnual Report on thebusiness and operations of the Company together with its Audited Accounts for the yearended 31stMarch 2019.The Management Discussion and Analysis is also includedin this Report.
1. FINANCIAL RESULTS:
The highlights of the financial results of the Company for the financial year endedMarch 312019 are as under:
2. BRIEF DESCRIPTION OF THE COMPANY'S WORKING DURING THE YEAR/STATE OF COMPANY'SAFFAIR:
Hospitality industry mainly depends on the Tourism. It is the matter of pride theexisting economic scenario lead the tourism industry to upward direction. The Board ofDirectors and entire are working hard for betterment of business of the Company.
During the year under review Hotel business became more competitive due to commencingof new Hotels. The Average Occupancy of the hotel for 2018-19 has been increased to 62%from 61% and the Average Room Rates of the hotel for the year 201819 has been noted asRs.4978 as compared to Rs. 5224 in the previous year 2017-18.
However during the financial year 2018-19 Company had been in a position to achieve aturnover of Rs. 2393.03 in comparison to Rs. 2231.81 Lacs in the previous year 2017-18.The profit before tax and profit after tax for the year under review were Rs. 412.68 Lacsand Rs. 330.35 Lacs respectively. Your directors are hopeful that with recovery in theeconomy there would be a marked improvement in the performance of the company.
The hotel unit of the Company The Ummed Ahmedabad is an ISO 22000:2005certified hotel with the highest levels of Hygiene and Food Safety criteria. Further thehotel has established superior ambience interior decorations services and loyalclientele retained its' market leadership in the city of Ahmedabad and has placed thehotel ahead of its Competitors.
3. CHANGE IN THE NATURE OF BUSINESS:
The Company is engaged in the activities of Hotels and Restaurants.
There was no change in the nature of the business of the Company during the year underreview.
4. SHARE CAPITAL:
The paid up Equity Share Capital as on March 31 2019 was Rs. 16.93 Crores.
A) Issue of equity shares with differential rights:
During the year under review the company has not issued any shares with differentialvoting rights.
B) Issue of sweat equity shares:
During the year under review the Company has not issued any sweat equity shares.
C) Issue of employee stock options:
During the year under review the Company has not issued any employee stock options.
D) Provision of money by company for purchase of its own shares by employees or bytrustees for the benefit of employees: The Company has no scheme of provision of money forpurchase of its own shares by employees or by trustees for the benefit of employees. Hencethe details under rule 16 (4) of Companies (Share Capital and Debentures) Rules 2014 arenot required to be disclosed.
During the year under review the Company has not declared any dividend to theshareholder of the company.
6. REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES:
The Company does not have Subsidiaries Associate and Joint Venture Companies. Hencedetails for the same are not required to mention here.
7. DIRECTORS AND KMP:
a) Key Managerial Personnel:
The following are the Key Managerial Personnel of the Company.
b) Changes in Directors and Key Managerial Personnel:
Mr. Vishwajeetsingh Champawat retire by rotation at the forthcoming Annual GeneralMeeting of the Company and being eligible offer himself for reappointment.
During the year under review
The company has accepted resignation of Mr. Jayesh Dave from the directorship of theCompany and appointed Ms. Madhuri Chandak as a Director of the Company w.e.f. 30.05.2018.The Company has accepted resignation of Mr. Jayant Kumar from the post of CompanySecretary cum Compliance officer of the Company and accepted resignation of Ms. RaginiToshniwal from the directorship of the Company w.e.f. 30.07.2018.
The Company has appointed Mr. Sunil Trivedi as a Company Secretary cum ComplianceOfficer of the Company on 25.09.2018.
c) Declaration by an Independent Director(s) and reappointment if any:
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
The Independent Directors have complied with the Code of Conduct for IndependentDirectors prescribed in Schedule IV of the Companies Act 2013 and the Code of conductformulated by the Company as hosted on the Company's Website i.e. www.rmhil.com .
8. EXTRACT OF THE ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure-A.
9. NUMBER OF MEETINGS OF THE BOARD:
During the year the Board of Directors met Six times (6). The details of the boardmeetings are provided in Corporate Governance Report.
30.05.2018 30.07.2018 13.08.2018 25.09.2018 01.11.2018 and 13.02.2019
10. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors made the following statements in terms ofSection 134(3) (c) of the Companies Act 2013:
a. That in the preparation of the annual financial statements for the year ended March312019 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. That such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at March 312019 and of the profitof the Company for the year ended on that date;
c. That proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d. That the annual financial statements have been prepared on a going concern basis
e. That proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively;
f. That system to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.
A. Statutory Auditors:
M/s. Pranav R Shah & Associates Chartered Accountants (Firm Registration No.132072W) Ahmedabad were appointed as the statutory auditors of the Company for a periodof 5 (five) years in the 26th Annual General Meeting (AGM) of the Company heldon September 27 2017 will be ratified at the ensuing Annual General Meeting pursuant tothe provisions of
Section 139 of the Companies Act 2013 and rule made thereunder.
Pursuant to the amendments made to Section 139 of the Companies Act 2013 by theCompanies (Amendment) Act 2017 effective from May 7 2018 the requirement of seekingratification of the Members for the appointment of the Statutory Auditors has beenwithdrawn from the Statute.
In view of the above ratification by the Members for continuance of their appointmentat this AGM is not being sought. The Statutory Auditors have given a confirmation to theeffect that they are eligible to continue with their appointment and that they have notbeen disqualified in any manner from continuing as Statutory Auditors. The remunerationpayable to the Statutory Auditors shall be determined by the Board of Directors based onthe recommendation of the Audit Committee.
B. Secretarial Audit:
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 CS Rupal Patel Practicing Company Secretary to undertake the Secretarial Auditof the Company. The Secretarial Audit Report is annexed herewith as Annexure-B.
Reply for qualification Remark in Secretarial Audit Report:
The company has informed to the promoters about the requirement of their respectingholding in dematerialized mode only.
12. TRANSFER TO/FROM RESERVES:
It is proposed to transfer Rs. 330.35 lacs to reserves out of the profit during FY2018-19.
The Company has not accepted or renewed any deposits during the year. There are nooutstanding and overdue deposits as at 31st March 2019.
14. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTSUNDER SECTION 186:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
15. RELATED PARTY TRANSACTIONS:
All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. There were nomaterially significant related party transactions made by the Company with PromotersDirectors Key Managerial Personnel or other designated persons which may have a potentialconflict with the interest of the Company at large.
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS 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.
17. BOARD EVALUATION:
Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of the working of its Audit Nomination & Remuneration and ComplianceCommittees. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
18. CORPORATE SOCIAL RESPONSIBILITY:
In today's world Corporate Social Responsibility is avery important and dominantconceptfor external environment. Every year 5thJune is observed as the WorldEnvironment Day around the world and is of immense importance for The Ummed AhmedabadHotel. THE UMMED AHMEDABAD has obtained Earth Check Gold Ccertification fromEarth Check on International Environment body during the year 2015-16 which is valid for5 years. It is about creating wealth for all our stakeholders embracing diversityminimizing resource consumption and reducing our greenhouse gas emissions. We providehealthy and hygienic food to our valuable customers. Customer satisfaction is our motive.This is a commitment to safeguard the health and safety of our employees and neighbors tosupport the local economy and to treat our staff fairly.
19. BUSINESS RISK MANAGEMENT:
The Company has laid down a Risk Management Policy and identified threat of such eventswhich if occurs will adversely affect either /or value to shareholders ability ofcompany to achieve objectives ability to implement business strategies the manner inwhich the company operates and reputation as Risks. Further such Risks arecategorized in to Strategic Risks Operating Risks & Regulatory Risks. A detailedexercise is carried out to identify evaluate manage and monitoring all the three typesof risks.
20. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:
The Company has an Internal Control System commensurate with the size scale andcomplexity of its operations. During the year under review the company retained externalaudit firm to review its existing internal control system with a view of tighten the sameand introduce system of self-certification by all the process owners to ensure thatinternal controls over all the key business processes are operative. The scope andauthority of the Internal Audit (IA) function is defined in the Internal Audit Charter.
The Internal Audit Department monitors and evaluates the efficacy and adequacy ofinternal control system in the Company its compliance with operating systems accountingprocedures and policies at all locations of the Company. Based on the report of internalaudit function process owners undertake corrective action in their respective areas andthereby strengthen the controls. Significant audit observations and corrective actionsthereon are presented to the Audit Committee of the Board.
21. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS:
The Company has adequate and proper Internal financial controls with reference to theFinancial Statements during the year under review.
22. VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The Company has a vigil mechanism named Whistle Blower Policy to deal with instances offraud and mismanagement if any. The details of the Whistle Blower Policy is explained inthe Corporate Governance Report and also posted on the website of the Company.
23. EMPLOYEE RELATIONS:
Employee relations throughout the Company were harmonious. The Board wishes to place onrecord its sincere appreciation of the devoted efforts of all employees in advancing theCompany's vision and strategy to deliver good performance.
24. NOMINATION & REMUNERATION POLICY OF THE COMPANY:
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Key Managerial Personnel andSenior Management and their remuneration. The Remuneration Policy is available on theCompany's website at www.rmhil.com .
25. CORPORATE GOVERNANCE REPORT AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
The Company has been proactive in the following principles and practices of goodcorporate governance. A report in line with the requirements of Regulation 27(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the report onManagement Discussion and Analysis and the Corporate Governance practices followed by theCompany and the Auditors Certificate on Compliance of mandatory requirements are given asan Annexure C & D respectively to this report.
Your Company is committed to the tenets of good Corporate Governance and has takenadequate steps to ensure that the requirements of Corporate Governance as laid down inRegulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 are complied with.
As per 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 with the Stock Exchanges the Corporate Governance Report Management Discussion andAnalysis and the Auditor's Certificate regarding compliance of conditions of CorporateGovernance are attached separately and form part of the Annual Report.
26. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONAND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith asAnnexure-E.
27. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
During the Financial Year 2018-19 there were no Material changes occurred subsequent tothe close of the financial year of the Company to which the balance sheet relates and thedate of the report.
28. PARTICULERS OF EMPLOYEES & EMPLOYEE REMUNERATION
The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is providedas Annexure- F to the Board's report.
None of the employees of the Company drew remuneration of Rs.10200000/- or more perannum and Rs.850000/- or more per month during the year. No employee was in receipt ofremuneration during the year or part thereof which in the aggregate at a rate which isin excess of the remuneration drawn by the managing director or whole-time director ormanager and holds by himself or along with his spouse and dependent children not lessthan two percent of the equity shares of the company. Hence no information is required tobe furnished as required under Rule 5(2) and 5(3) of The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014.
29. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at work place and has adopted apolicy against sexual harassment in line with the provision of sexual harassment of womenat work place (Prevention Prohibition and Redressal) Act 2013 and the rules framedthereunder. During the financial year 2018-19 the Company has not received any complaintson sexual harassment.
30. TRANSFER OF UN-CLAIMED DIVIDENDS:
The Company does not have any funds lying as unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
31. SECRETARIAL STANDARDS:
The Directors State that applicable Secretarial Standards - 123 and 4 issued by theInstitute of Company secretaries of India relating to Meetings of the Board ofDirectors' and General Meetings' Payment of Dividend' and Report of the Boardof Directors' respectively have been duly followed by the Company.
Your Directors thank the various Central and State Government DepartmentsOrganizations and Agencies for the continued help and co-operation extended by them. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for the excellent supportreceived from them during the year. The Directors place on record their sincereappreciation to all employees of the Company for their unstinted commitment and continuedcontribution to the Company.
By Order of the Board of Directors