Your directors have pleasure in presenting their 18th Annual Report with theAudited Financial Statements for the financial year ended March 31 2017.
The financial performance of the Company for the year ended on March 31 2017 issummarized below:
| || ||(` in Lakhs) |
|Particulars ||Year ended March 31 2017 ||Year ended March 31 2016 |
|Revenue from Operation ||13686.24 ||13647.42 |
|Other Income ||279.97 ||224.92 |
|Total Revenue ||13966.21 ||13872.34 |
|Less : Operating Expenditure ||11239.68 ||11495.04 |
|Profit from Operations ||2726.53 ||2377.30 |
|Less : Financial Charges ||1569.93 ||1870.06 |
|Less: Depreciation and Amortization ||1945.62 ||2051.31 |
|Profit before tax ||(789.02) ||(1544.07) |
|Less : Provision for taxation ||- ||50.00 |
|Less : Deferred tax ||128.05 ||(70.04) |
|Profit after tax ||(660.97) ||(1524.03) |
|Add : Profit brought forward from previous year ||1117.42 ||2641.45 |
|Less: Adjustment of Fixed Assets ||- ||- |
|Profit available for appropriation ||456.45 ||1117.42 |
|Profit Carried forward to the Balance Sheet ||456.45 ||1117.42 |
* Previous year figures have been regrouped and rearranged wherever considerednecessary.
REVIEW OF OPERATIONS
During the financial year 2016-17 your company booked total revenue of ` 13966.21Lakhs as compared to ` 13872.34 Lakhs in financial year 2015-16. This year your companybooked operating profit of ` 2726.53 Lakhs as compared to ` 2377.30 Lakhs in the previousfinancial year.
Looking to the requirement of the funds for internal growth of the Company the Boardof Directors of the Company have decided not to recommend any dividend for the year endedon March 31 2017.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis for the year under review as stipulated underSchedule V of the SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015is included in this report as Annexure-"A".
PERFORMANCE OF SUBSIDARY COMPANY
Lov Kush Properties Private Limited Wholly Owned Subsidiary Company of the Company hasnot commenced any business operations during the financial year 2016-17. The performanceand financial position of the subsidiary are given in Form AOC-1 attached to the FinancialStatements for the year ended March 31 2017.
CONSOLIDATED FINANCIAL STATEMENTS
The accounts of the Lov Kush Properties Private Limited are consolidated with theaccounts of the Company in accordance with the provisions of Accounting Standards AS-21 onconsolidated financial statement issued by the Institute of Chartered Accountants ofIndia Companies Act 2013 read with Schedule III of the Companies Act 2013 and rulesmade thereunder and the SEBI (Listing Obligations and Disclosure Requirement) Regulations2015. The audited consolidated financial statements are provided in this Annual Report.
The annual financial statements of the subsidiaries and related detailed informationwill be kept at the Registered Office of the Company as also at the registered offices ofthe respective subsidiary companies and will be available to investors seeking informationat any time. The consolidated financial results reflect the operations of subsidiaryCompany Lov Kush Properties Pvt. Ltd. The Company has adopted a Policy for determiningMaterial Subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations andDisclosure Requirement) Regulations 2015. The Policy as approved by the Board isuploaded on the Company's website.
RELATED PARTY TRANSACTIONS
All transactions entered by the Company during the financial year 2016-17 with relatedparties were in the ordinary course of business and on an arm's length basis. During theyear the Company had not entered into any transactions with related parties which couldbe considered as material in accordance with the policy of the Company on materiality ofrelated party transactions.
The Policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board may be accessed on the Company's website at thelink: http://www.thegrandbhagwati.com/assets/investors/uploads/ Related Party TransactionPolicy.pdf Disclosures on related party transactions are set out in note no. 2.24(f) tothe financial statements.
During the year under review the Company have not accepted and renewed any deposit fromPublic within the meaning of Section 73 and 76 of the Companies Act 2013. All thedeposits matured during the year and were repaid ` 9.39 Lakhs as principle andinterest thereon from time to time. As on March 31 2017 the Company has no unpaiddeposits.
PARTICULARS OF LOAN GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT2013
The details of loans given investments made guarantees given and securities providedunder Section 186 of the Companies Act 2013 have been provided in the notes to thestandalone financial statements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
Pursuant to Regulation 30(4) of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 the intimation made to Stock Exchanges and other Regulatory Bodies thatthe Company has been able to conclude the deal of sale of its Surat property named TGBHotels for Rs. 160 Crores. (Rupees One Hundred Sixty Crores only) Plus all expensestowards registration stamp duty legal fees and others will be borne by the buyer. Theproceeds have been utilized to repay the bank loans of the company. The Company has becomedebt free on account of the said repayment.The company will continue to run the saidproperty on lease rent basis under the brand "TGB Surat".
In this regard approval of shareholders was obtained by Postal Ballot pursuant toSection 180(1)(a) of the Companies Act 2013 on 18th June 2015 for such sell of part ofthe undertaking.
INTERNAL CONTROL SYSTEMS AND ADEQUACY
The Company has appropriate internal control systems for business processes with regardto its operations financial reporting and compliance with applicable laws andregulations. It has documented policies and procedures covering financial and operatingfunctions and processes. These policies and procedures are updated from time to time andcompliance is monitored by the internal audit function as per the audit plan. The Companycontinues its efforts to align all its processes and controls with best practices. Detailsof the internal controls system are given in the Management Discussion and AnalysisReport which forms part of the Board's Report.
DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL
1. CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS
Mr. Ramesh K. Motiani (DIN: 00515913) Whole time Director of the Company was resignedat the Board Meeting held on 14th November 2016 and Mr. Bakul R. Parikh (00517975)Independent Director of the Company has also resigned on 14th February 2017.
2. INDEPENDENT DIRECTORS
The Independent Directors have submitted their declarations of independence as requiredpursuant to the Section 149(7) of the Companies Act 2013 stating that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013.
3. RETIREMENT BY ROTATION
In accordance with the provisions of Section 152(6) of the Companies Act 2013 and interms of Articles of Association of the Company Mr. Hemant G. Somani (DIN: 00515853) willretire by rotation at the Annual General Meeting and being eligible offer himself forre-appointment. The board recommends his appointment.
4. RE-APPOINTMENTS/APPROVALS FOR EXECUTIVE DIRECTORS
Mr. Hemant G. Somani (DIN: 000515853) was re-appointed as Whole-time Directordesignated as Executive Director of the Company who is to retire by rotation at the 18thAnnual General Meeting and being eligible offers himself for re-appointment. The boardrecommends his appointment.
5. CHANGES IN OTHER KEY MANAGERIAL PERSONNEL
Mr. Rajesh Thakkar was appointed as Chief Financial Officer of the Company from 14thFebruary 2017 in place of Mr. Vishal Palkhiwala who has resigned on 02ndJanuary 2017 and there was no other appointment or cessation of key managerial personnelduring the financial year.
6. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT
As required under Regulation 36 of the SEBI (Listing Obligations and DisclosuresRequirements) Regulations 2015 Particulars of the Director retiring by rotation andseeking appointment / re-appointment at the ensuing Annual General Meeting is annexed tothe notice convening 18th Annual General Meeting.
Pursuant to the provisions of the Companies Act 2013 and Regulation 17 of the SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 the Nomination andRemuneration Committee has carried out an annual performance evaluation of the Board aswell as the working of its Committees. The manner in which the evaluation has been carriedout is explained in the Corporate Governance Report.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated. The performance evaluation of the Chairmanand the Non-Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole. The Nomination and RemunerationCommittee also reviewed the performance of the Board its Committees and of the Directors.
The Board has on the recommendation of Nomination and Remuneration Committee framed apolicy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is stated in the Corporate Governance Report.
BOARD AND COMMITTEE MEETINGS
During the year Four Board Meetings and four Audit Committee Meetings were convenedand held. The details of which are provided in the Corporate Governance Report formingpart of the Directors' Report. The gap between two consecutive meetings was not more thanone hundred and twenty days as provided in Section 173 of the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of the Section 134 of the Companies Act 2013 thedirectors confirm that:
a ) in the preparation of the annual accounts for the year ended March 31 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures;
b) they have selected such accounting policies and applied them consistently and madejudgments and estimates that 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 and of the profitand loss of the Company for that period;
c) they have taken proper and sufficient care 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;
d) they have prepared the annual accounts on a going concern basis;
e) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
At the Annual General Meeting held on September 30 2016 the Members approved theappointment of M/s. O. P. Bhandari & Co. Chartered Accountants (Firm RegistrationNo. 112633W) as Statutory Auditors to hold office commencing from the Seventeenth AnnualGeneral Meeting till the conclusion of the Eighteenth Annual General Meeting of theCompany. The Board has proposed the appointment of M/s Doogar & Associates CharteredAccountants New Delhi as Statutory Auditors of the Company to hold office for the periodcommencing from this Annual General Meeting till the conclusion of the 23rdAnnual General Meeting of the Company. The appointment is accordingly proposed in theNotice of the current Annual General Meeting vide item no. 3 for approval by Members.
Observations of the auditors in their report together with the notes on accounts areself-explanatory and therefore in the opinion of Directors do not call for any furtherexplanation.
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 with theapproval of its Board appointed M/s. Umesh Ved & Associates Practicing CompanySecretary to undertake the Secretarial Audit of the Company for the financial year endedMarch 31 2017. The Secretarial Audit Report is annexed herewith as Annexure-"B". The report of the Secretarial Auditor is self explanatory.
The Company has complied with the Corporate Governance requirements under the Act andas stipulated under the SEBI (Listing Obligations and Disclosure Requirement) Regulations2015. A separate section on detailed report on the Corporate Governance practices followedby the Company along with a certificate from M/s. O. P. Bhandari & Co. CharteredAccountants confirming the compliance is part of the Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Corporate Social Responsibility (CSR) is an integral part of our Sustainability Model.Your Company strongly believes in "what comes from the community should go back manytimes". One of the key features of our CSR projects is focus on participatory andcollaborative approach with the community. The model primarily covers Social andEnvironment aspects.
The Board of Directors of the Company has constituted a Corporate Social Responsibility(CSR) Committee under the Chairmanship of Mr. Narendra G. Somani (00054229). Other membersof the Committee are Mr. Hemant G. Somani (000515853) and Mr. Balveermal Singhvi(05321014). CSR Committee has recommended to the Board a CSR Policy indicating theactivities to be undertaken by the Company which is approved by the Board. The CSR Policyis posted on the website of the Company.
As part of its initiatives under Corporate Social Responsibility (CSR) the Company hascontributed for education and eradicating poverty and malnutrition for the year underreview. Other details of the CSR activities as required under Section 135 of the Act aregiven in the CSR Report at Annexure-"C".
MANAGING THE RISKS OF FRAUD CORRUPTION AND UNETHICAL BUSINESS PRACTICES
I. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Company has established vigil mechanism and framed whistle blower policy forDirectors and employees to report concerns about unethical behavior actual or suspectedfraud or violation of Company's Code of Conduct or Ethics Policy. Whistle Blower Policy isdisclosed on the website of the Company.
II. TGB BUSINESS CONDUCT POLICY
The Company has framed "TGB Business Conduct Policy". Every employee isrequired to review and sign the policy at the time of joining and an undertaking shall begiven for adherence to the Policy. The objective of the Policy is to conduct the businessin an honest transparent and in an ethical manner.
BUSINESS RISK MANAGEMENT
A well-defined risk management mechanism covering the risk mapping risk exposurepotential impact and risk mitigation process is in place. The objective of the mechanismis to minimize the impact of risks identified and taking advance actions to mitigate it.The mechanism works on the principles of probability of occurrence and impact iftriggered. Discussion on risks and concerns are covered in the Management Discussion andAnalysis Report which forms part of this Annual Report
INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION & REDRESSAL) ACT 2013
The Company has a policy against sexual harassment and a formal process for dealingwith complaints of harassment or discrimination. The said policy is in line with relevantAct passed by the Parliament in 2013. The Company through the policy ensures that allsuch complaints are resolved within defined timelines. During the year no cases werereported to the Company.
PARTICULARS OF EMPLOYEES
The information required under Section 197 of the Act read with Rule 5(1) of TheCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are given inAnnexure-"D".
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 is included in this Report asAnnexure-"E" and forms an integral part of this Report.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information on conservation of energy technology absorption foreign exchange earningsand outgo as required to be disclosed under Section 134(3)(m) of the Act read with theCompanies (Accounts) Rules 2014 are provided in the Annexure-"F" and formspart of this Report.
TGB Banquets and Hotels Limited are grateful to the Financial Institutions Banks andGovernment Authorities for their continued cooperation support and guidance. The Companywould like to take this opportunity to express sincere thanks to its valued customers fortheir continued patronage. The Directors express their deep sense of appreciation of allthe employees whose outstanding professionalism commitment and initiative have made theorganization's growth and success possible and continue to drive its progress. Finallythe Directors wish to express their gratitude to the Members for their trust and support.
|For and on behalf of the Board |
|Narendra G. Somani |
|(DIN : 00054229) |
|Chairman & Managing Director |
Place : Ahmedabad Date : August 18 2017