You are here » Home » Companies » Company Overview » TGB Banquets & Hotels Ltd

TGB Banquets & Hotels Ltd.

BSE: 532845 Sector: Services
NSE: TGBHOTELS ISIN Code: INE797H01018
BSE 00:00 | 02 Mar 4.40 0.19
(4.51%)
OPEN

4.26

HIGH

4.40

LOW

4.26

NSE 00:00 | 02 Mar 4.40 0.20
(4.76%)
OPEN

4.25

HIGH

4.40

LOW

4.25

OPEN 4.26
PREVIOUS CLOSE 4.21
VOLUME 2600
52-Week high 7.82
52-Week low 1.87
P/E
Mkt Cap.(Rs cr) 13
Buy Price 4.42
Buy Qty 20000.00
Sell Price 4.36
Sell Qty 3200.00
OPEN 4.26
CLOSE 4.21
VOLUME 2600
52-Week high 7.82
52-Week low 1.87
P/E
Mkt Cap.(Rs cr) 13
Buy Price 4.42
Buy Qty 20000.00
Sell Price 4.36
Sell Qty 3200.00

TGB Banquets & Hotels Ltd. (TGBHOTELS) - Director Report

Company director report

To

The Members

Your directors have pleasure in presenting their 20th Annual Report with theAudited Financial Statements for the financial year ended March 31 2019.

FINANCIAL RESULTS

The financial performance of the Company for the year ended on March 31 2019 issummarized below:

(*Rs* in Lakhs)

Particulars Year ended 31st March 2019 Year ended 31st March 2018
Revenue from Operation 7975.49 11873.75
Other Income 143.68 448.89
Total Revenue 8119.17 12322.64
Less : Total Expenditure 12729.57 14967.32
Profit from Operations before Exceptional Items and Tax (4610.40) (2644.68)
Add : Exceptional Items - 1370.14
Profit before tax (4610.40) (1274.54)
Less : Provision for taxation (540.36) -
Less : Deferred tax Liability (273.85) 1328.80
Profit after tax (5424.62) 54.26
Other Comprehensive Income - -
Items that will not be reclassified to P & L : Re-measurement of defined benefits plans (net of tax) 32.93 29.65
Total Comprehensive Income (5391.69) 83.91

* Previous year figures have been regrouped & rearranged wherever considernecessary.

REVIEW OF OPERATIONS

During the financial year 2018-19 your company booked total revenue of ` 8119.17 Lakhas compared to ` 12322.64 Lakhs in financial year 2017-18. This year your company bookedoperating profit of ` (4610.40) Lakhs as compared to ` (1274.53) Lakhs in the previousfinancial year.

DIVIDEND

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 2019.

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 2018-19. The performanceand financial position of the subsidiary are given in Form AOC-1 attached to the FinancialStatements for the year ended March 31 2019.

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 Indian Accounting Standards(Ind- AS) - 110 on consolidated financial statement issued by the Institute of CharteredAccountants of India Companies Act 2013 read with Schedule III of the Companies Act2013 and rules made there under and the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015. The audited consolidated financial statements areprovided 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 Obligationsand Disclosure Requirements) Regulations 2015. The Policy as approved by the Board isuploaded on the Company's website at http://www.thegrandbhagwati.com/investors.php.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the financial year 2018-19 with relatedparties were in the ordinary course of business and on an arm's length basis. During theyear the Company has entered into related parties transactions with TGB Bakers andConfectioners Private Limited for ` 160.80 Lakhs. Which could be considered as material inaccordance with the policy of the Company on materiality of related 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_Transaction_Policy.pdf.

Disclosures on related party transactions are set out in note no. 37 to the financialstatements.

DEPOSIT

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. As on March 312019 the Company has no unpaid deposits.

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.

TRANSFER TO RESERVES

During the financial year under review the Board has not proposed to transfer anyamount to Reserves.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY HAVING OCCURRED SINCE THE END OF THE YEAR AND TILL THE DATE OF THE REPORT

pursuant to provisions of Section 180(1)(a) and other applicable provisions if any ofthe Companies Act 2013 read with the Companies (Management and Administration) Rules2014 as amended from time to time or any other law for the time being in force (includingany statutory modification or amendment thereto or reenactment thereof for the time beingin force) approval for sell lease transfer or disposal of the whole or substantiallythe whole of the undertaking of the company situated at Ahmedabad regarding whichapproval of shareholders was obtained by passing an Special Resolution through PostalBallot pursuant to Section 180(1)(a) of the Companies Act 2013 completed on Monday 29thJuly 2019.

MATERIAL CHANGES AND COMMITMENTS DURING THE YEAR AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There have been no material changes and commitments affecting the financial positionsof the Company which have been occurred during the financial Year ended on March 31 2019.

COMPLAINCE WITH THE SECRETARIAL STANDARD

The Company has complied with all the provisions of Secretarial Standards (SS) on theBoard Meeting and General Meetings issued by the Institute of Company Secretaries ofIndia.

INTERNAL CONTROL SYSTEMS AND ADEQUACY

The Company has appropriate internal control systems for business processes with regardto its opera tions 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 a ndcompliance 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 DIRECTOR

The composition of the board of directors of the Company is in compliance with theCompanies Act 2013 and Regulation 17 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 prescribed by the stock exchanges and in accordance withgood corporate governance practices. The composition is described in the CorporateGovernance Report attached with this Annual Report.

Mr. Balveermal Singhvi Independent Director has been tendered his resignation witheffect from May 10 2018 in place of Mr.

Balveermal Singhvi (DIN: 05321014) the Board has appointed Mr. Shilam Vora (DIN:08285124) as an Additional Director of the Company w.e.f November 26 2018.

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.

The company proposes to appoint Mr. Shilam Vora (DIN: 08285124) as Independent Directorof the company who was appointed as an Additional Director designated as Non-executiveIndependent Director of the Company by the Board of Directors with effect from November26 2018.

Ms. Anjali Tolani (DIN: 06958982) Independent Director of the Company has beencompleted her first term on the Board. The company received the recommendation from theNomination and Remuneration committee for the appointment of Ms. Anjali Tolani (DIN:06958982) for the second term of 5 years Starting from October 01 2019.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees commission andreimbursement of expenses incurred by them for the purpose of attending meetings of theCompany.

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 20th Annual General Meeting and being eligible offerhimself for re-appointment.

The board recommends his appointment.

4. RE-APPOINTMENTS/APPROVALS FOR EXECUTIVE DIRECTORS

Mr. Hemant G. Somani (DIN: 00515853) was re-appointed as Whole time Directordesignated as Executive Director of the Company who is to retire by rotation at the 20thAnnual General Meeting and being eligible offers himself for re-appointment. The boardrecommends his appointment.

Mr. Narendra G. Somani (DIN: 00054229) who was appointed as Managing Director of theCompany by the members on September 30 2016 for a period of three (3) years from theOctober 01 2016 the present term of Mr. Narendra G. Somani is ending on September 302019. Pursuant to recommendation of the Nomination and Remuneration Committee of theCompany the Board of Directors of the Company passed a resolution on August 14 2019approving re-appointment of Mr. Narendra G. Somani as Managing Director (DIN: 00054229)designated as Whole-time Director for a further period of three (3) years commencing fromOctober 01 2019 to September 30 2022 which is subject to the approval of the members ofthe Company.

5. CHANGES IN OTHER KEY MANAGERIAL PERSONNEL

Mr. Ashish Thakkar who was appointed as Chief Financial Officer of the Company from May12 2018 and there was no other cessation or appointment of key managerial personnelduring the financial year 2018-19.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company as on 31st March 2019 are:

Mr. Narendra Somani Chairman and Managing Director Ms. Priyanka Gola CompanySecretary and Compliance Officer and Mr. Ashish Thakkar Chief Financial Officer of theCompany.

6. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT

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 20th Annual General Meeting.

PERFORMANCE EVALUATION CRITERIA FOR DIRECTORS

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 has also reviewed the performance of the Board its Committees and of theDirectors.

In a separate meeting of Independent Directors performance of Non-IndependentDirectors the Board as a whole and the Chairman of the Company and Whole time Directorswas evaluated.

INDEPENDENT DIRECTORS DECLARATION

The Company has received declarations from all Independent Directors that they meet thecriteria of independence as laid down under Section 149(6) of the Companies Act 2013 (theAct) and the Listing Regulations.

AUDIT COMMITTEE

Details pertaining to composition of the Audit Committee are included in the Report onCorporate Gov ernance. All the recommendations made by the Audit Committee were acceptedby the Board. There is no such incidence where Board has not accepted the recommendationof the Audit Committee during the year under review

BOARD AND COMMITTEE MEETINGS

During the year Six Board and Six Audit Committee Meetings were convened and held on03.04.2018 12.05.2018 29.05.2018 11.08.2018 14.11.2018 12.02.2019. The details ofwhich are provided in the Corporate Governance Report forming part of the Directors'Report. The gap between two consecutive meetings was not more than one hundred and twentydays as provided in Section 173 of the Companies Act 2013.

MEETING OF INDEPENDENT DIRECTORS

A separate meeting of Independent Directors as required under the Schedule IV of theCompanies Act 2013 was held on August 11 2018 without presence of Executive Directors.Such meeting was conducted to review and evaluate (a) the performance of Non-IndependentDirectors and the Board as a whole (b) the performance of the Chairperson of the companytaking into account the views of Executive Directors and Non-Executive Directors and (c)assess the quality quantity and timeliness of flow of information between the companymanagement and the Board that is necessary for the Board to effectively and reasonablyperform their duties. The Independent Directors expressed their satisfaction with the performance of Non-Independent Directors and the Board as a whole and the Chairman of theIndependent Directors meeting briefed the outcome of the meeting to the Chairman of theBoard. The Independent Directors expressed satisfaction with the overall performance ofthe Directors and the Board as a whole.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134 (5) of the Companies Act 2013the directors confirm that:

a ) in the preparation of the annual accounts for the year ended March 31 2019 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.

AUDITORS

STATUTORY AUDITOR(S)

Under Section 139 of the Companies Act 2013 and the Rules made thereunder it ismandatory to rotate the statutory auditors on completion of the maximum term permittedunder the provisions of Companies Act 2013. In line with the requirements of theCompanies Act 2013 M/s Suresh R. Shah & Associates Chartered Accountants (FirmRegistration No: 110691W) was appointed as the statutory auditors of the Company to holdoffice for a period of five consecutive years from the conclusion of the 19thAGM of the Company held on September 28 2018 till the conclusion of the 24thAGM to be held in the year 2023. The requirement for the annual ratification of auditors'appointment at the AGM has been omitted pursuant to Companies (Amendment) Act 2017notified on May 7 2018.

During the year the statutory auditors have confirmed that they satisfy theindependence criteria required under Companies Act 2013 Code of ethics issued byInstitute of Chartered Accountants of India.

Auditors Report

The Statutory Auditors have issued unmodified opinion in their Consolidated andStandalone Auditor's Report for the financial year ended 31st March 2019 andthere are no qualifications reservations or adverse remarks in the Auditor's Report.

INTERNAL AUDITORS

The Board of Directors of the Company have appointed M/s. Dhirajlal Shah &Associates Chartered Accountants Ahmedabad as an Internal Auditors to conduct InternalAudit of the Company for the Financial Year 2018-19 and the Internal Auditors havepresented the observations to the Audit Committee at their meeting held on quarterlybasis.

SECRETARIAL AUDITOR(S)

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 2019.

The Secretarial Audit Report is annexed herewith as Annexure- "B". The reportof the Secretarial Auditor is self explanatory.

The Secretarial Audit Report contains some qualifications reservation or adverseremarks which are follows:

1. As per regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and as per Section 149 of the Companies Act 2013 Composition of theBoard of Director was not proper as the Independent Director was not appointed withinstatutory time frame.

The Composition of Board was not proper due to resignation of Mr. Balveermal Singhvi(DIN: 05321014) who have resigned on 10th May 2018 and company was unable tofind the suitable candidate for the post of Independent Director due to short time periodprovided in the provisions for such appointment. The company has also short listed coupleof people to be appointed as Independent Directors. However due diligence was taken a bitlong time and the Nomination and Remuneration committee has recommended to Mr. Shilam Vora(DIN: 08285124) for such vacancy and the Company approved his appointment on 26thNovember 2018 as an additional director designated as Independent Director. For which noncompliance the Stock Exchanges has imposed the penalty as per SEBI CircularSEBI/HO/CFD/CMD/CIR/P/2018/ 77 dated 03rd May 2018.

2. The board clarified that the Composition of Audit committee was not as perRegulation 18 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015and as per Section 177 of the Companies Act 2013 due to resignation of Mr. BalveermalSinghvi (DIN: 05321014) from the directorship of the Board and various committee formattedby the Board of which he was the member or chairman. Hence Audit Committee composition wasnot proper during that time period.

3. Further Statutory Auditors remarks on the non compliance of Regulation 33 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 as the Company receivedthe Mail from the Stock Exchanges regarding the Non filing of Consolidated Audit Reportson the Audited Financial Statements for the quarter and Year ended 31st March2018. Pursuant to Regulation 33 and 52 of the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015 the company have filed Outcome of Board Meeting of 29thMay 2018 along with Standalone and Consolidated Audit Financial Result StandaloneAuditor's Report and Declaration pursuant to Regulation 33(3) (d) of the SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 on and around 09:08 P.M. meetingconcluded on 29th May 2018 at 09:00 P.M. While scanning the document theConsolidated Auditor's Report along with Outcome and Financial Result for the Quarter andYear ended on 31st March 2018 was skipped to be attached. The same wasunintentional and was the result of stretched Board Meeting. The concerned official afteruploading the results both standalone and consolidated Auditor's Report skipped attachingthe page of consolidated Auditors Report. The Board stated that mere non submission of thepage of Consolidated Auditor's Report be not treated as Non-Submission of FinancialResults under Regulation 33 of the SEBI (LODR) Regulations 2015 for March 2018.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS

There were no instances of non-compliance by the company and no significant andmaterial orders passed by the regulators or courts or tribunals impacting the goingconcern status and Company's operations in future.

CORPORATE GOVERNANCE

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. Umesh Ved & Associates CompanySecretaries Ahmedabad 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 (DIN: 00054229). Other members of the Committeeare Mr. Hemant G. Somani (DIN: 000515853) and Mr. Mahendra kumar Bhandari (DIN: 03035629).CSR Committee has recommended to the Board a CSR Policy indicating the activities to beundertaken by the Company which is approved by the Board. The CSR Policy is posted on thewebsite of the Company athttp://thegrandbhagwati.com/uploads/policies/corporate_social_responsibility_policy.pdf.

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

POLICIES UNDER COMPANIES ACT 2013/SEBI (LODR) REGULATIONS

I. Code of Conduct and Vigil Mechanism/Whistle Blower Policy

The Company has in place a mechanism for employees for reporting genuine concerns fromreprisal and victimization. During the year under review the Company has amended Code ofConduct and Vigil Mechanism/Whistle Blower Policy which has been disseminated to all theDirectors Officers Employees and Associates and they are free to report undesirablepractices events violations/suspected violations of the TGB Code in terms of the policy.The policy is also available in the 'Investor Relations' section at the Company's websitewww.tgbhotels.com During the year under review no concerns have been received by theCompany from any of the Directors Officers Employees and Associates pertaining to theCode and Vigil Mechanism.

Vigil Mechanism/Whistle Blower Policy is disclosed on the website of the Company athttp://thegrandbhagwati.com/uploads/ policies/whistle_blower_policy.pdf

II. Nomination and Remuneration Policy

The Company has in place the Nomination & Remuneration Policy which lays down thecriteria for appointment evaluation of performance of Directors and remuneration ofDirectors Key Managerial Personnel Senior Management Personnel and other employees andthere has been no change in the policy since the last Financial Year. During the yearunder review the Company has taken necessary approval/recommendation wherever requiredfrom Nomination and Remuneration Committee in terms of the policy. Nomination andRemuneration Policy is disclosed on the website of the Company at http://thegrandbhagwati.com/uploads/policies/remuneration_policy.pdf

INFORMATION TO BE FURNISHED UNDER RULE 5(1) OF COMPANEIS (APPOINTMENT AND REMUNERATIONOF MANAGERIAL PERSONNEL) RULES 2014

Disclosure of information under Rule 5(1) of Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 in the Director's Report is annexed to this Report.

STATEMENT UNDER RULE 5(2) of COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULES 2014

There are no employees drawing remuneration of more than ` 48 lakhs annually or drawingremuneration of ` 4 lakhs per month if employed part of the year as required under Rule5(2) of the Companies (Appointment and Rem uneration of Managerial Personnel) Rules 2014.

III. UNPUBLISHED PRICE SENSITIVE INFORMATION POLICY

The Company has established Unpublished Price Sensitive Information policy (UPSI)framed by the Board of Directors of the Company pursuant to SEBI (Prohibition of InsiderTrading) Regulations 2015 the amendment in the Regulations in 2018 and is part of"TGB Code of Corporate Disclosure Practices. The Policy shall be reviewedperiodically in accordance with review of internal control and check as well as changes orany regulatory requirements from time to time. In the events of inconsistency of thisPolicy with any legal provisions the provisions of the law shall override this Policy.Unpublished Price Sensitive Information policy (UPSI) is disclosed on the website of theCompany at http://thegrandbhagwati.com/uploads/policies/tgb_policy_on_determination_of_legitimate_purpose.pdf.

IV. Corporate Social Responsibility ("CSR") Policy

The Company has in place CSR policy formulated in terms of provisions of Section135(4) of the Act read with Rule 6 of the Companies (Corporate Social ResponsibilityPolicy) Rules 2014. The policy is available in the 'Investor Relations' section at theCompany's website www.tgbhotels.com . Annual Report on CSR Activities for the FinancialYear 2019 as required under Section 134 and 135 of the Act read with Rule 8 of theCompanies (Corporate Social Responsibility Policy) Rules 2014 read with Rule 9 of theCompanies (Accounts) Rules 2014 is attached as 'Annexure-C' to this Report.

Corporate Social Responsibility ("CSR") Policy is disclosed on the website ofthe Company at http://thegrandbhagwati.com/uploads/policies/corporate_social_responsibility_policy.pdf

V. 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.

VI. 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 if triggered. Discussion on risks and concerns are covered in the Management Discussion andAnalysis Report which forms part of this Annual Report

VIII. 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. Sexual Harassment Policy is disclosed on the website of theCompany at http://thegrandbhagwati.com/uploads/ policies/sexual_harassment_policy.pdf

DETAILS OF THE NODAL OFFICER

Ms. Priyanka K. Gola Company Secretary of the company appointed by the board as nodalofficer under the provisions of IEPF and the web address on which the said details areavailable as follows http://thegrandbhagwati.com/uploads/ Nodal_Officer.pdf?v=1.1

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

Pursuant to Section 92(3) of the Companies Act 2013 the Extract of Annual Return inForm MGT-9 is attached as Annexure-"E" and it is part of director's report. TheCompany has also placed a copy of Annual Return of the Company on its website at http://thegrandbhagwati.com/investors.php

ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy technology absorption foreign exchange earningsand outgo a s 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.

ACKNOWLEDGMENTS

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

Place : Ahmedabad Narendra G. Somani Date : 14th August 2019 (DIN :00054229) Chairman & Managing Director

.