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 15:16 | 23 May 9.45 0.07
(0.75%)
OPEN

9.50

HIGH

9.55

LOW

9.39

NSE 14:51 | 23 May 9.20 -0.35
(-3.66%)
OPEN

9.65

HIGH

9.65

LOW

9.10

OPEN 9.50
PREVIOUS CLOSE 9.38
VOLUME 8049
52-Week high 13.20
52-Week low 5.42
P/E
Mkt Cap.(Rs cr) 28
Buy Price 9.07
Buy Qty 400.00
Sell Price 9.39
Sell Qty 100.00
OPEN 9.50
CLOSE 9.38
VOLUME 8049
52-Week high 13.20
52-Week low 5.42
P/E
Mkt Cap.(Rs cr) 28
Buy Price 9.07
Buy Qty 400.00
Sell Price 9.39
Sell Qty 100.00

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

Company director report

To

The Members

Your directors have pleasure in presenting their 22nd Annual Report with theAudited Financial Statements for the financial year ended March 31 2021.

FINANCIAL RESULTS

The financial performance of the Company for the year ended on March 31 2021 issummarized below:

Particulars Year ended 31st March2021 Year ended 31" March 2020
Revenue from Operation 1479.14 3358.02
Other Income 147.17 2031.43
Total Revenue 1626.31 5389.45
Less : Total Expenditure 2462.67 5347.42
Profit from Operations before Exceptional Items and Tax (836.23) 42.03
Add : Exceptional Items - -
Profit before tax (836.23) 42.03
Less : Provision for taxation 0.00 5.00
Less : Deferred tax Liability (11.69) (49.11)
Profit after tax (824.54) 86.14
Other Comprehensive Income - -
Items that will not be reclassified to P & L :
Re-measurement of defined benefits plans (net of tax) 6.64 33.21
Total Comprehensive Income (817.90) 119.35

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

REVIEW OF OPERATIONS

During the financial year 2020-21 your company booked total revenue of '1626.31 Lakhas compared to Rs.5389.45 Lakhs in financial year 2019-20. This year your company bookedoperating profit of Rs.(824.54) Lakhs as compared to Rs.86.14 Lakhs in the previousfinancial year.

IMPACT OF COVID-19 PANDEMIC

Due to the Covid-19 pandemic the world's economy was shut down almost overnight. Thepandemic has confronted the hospitality industry with an unprecedented challenge.Strategies to flatten the COVID-19 curve such as community lockdowns social distancingstay- at-home orders travel and mobility restrictions have resulted in temporary closureof many hospitality businesses and significantly decreased the demand for businesses thatwere allowed to continue to operate. Almost all restaurants were asked to limit theiroperations to only take-outs. Restrictions placed on travel and stay-at-home orders issuedby the authorities led to sharp decline in hotel occupancies and revenues. However thereopening process has slowly begun and authorities have started to ease restrictions forexample allow dine- in restaurants to reopen at a reduced capacity with strict socialdistancing guidelines and gradually reduce restrictions on domestic and internationaltravel.

The domestic hospitality industry which has been severely affected by the COVID-19related disruptions is likely to witness a decline of over 65 per cent in 2020-21according to a report. However there might be a recovery in demand in the later part offinancial year 2021-22 as vaccine rollouts gains traction.

The domestic hospitality industry has been one of the worst-hit sectors severelyaffected by the COVID-19 pandemic and subsequent lockdowns which restricted mobility andhotel occupancies in all the major markets research observed that pan-India occupancy hitan all-time low of 18-20 per cent in eight months of the financial year 2021 down from64-65 per cent in the previous year.

The eventual outcome of the impact of the global health pandemic may be different fromthose estimated as on the date of approval of the financial statements.

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 2021.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with Regulation 34(2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a separate section on

the Management Discussion and Analysis giving details of overall industry structuredevelopments performance and state of affairs of the Company's business is annexed as an. Annexure-"A".

PERFORMANCE OF SUBSIDARY COMPANY

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) the Company has divested its Investment from its Wholly owned subsidiarycompany viz. Lov Kush Properties Private Limited and Consequently Lov Kush PropertiesPrivate Limited has also ceased to be a wholly owned subsidiary of TGB Banquets and HotelsLimited with effect from the conclusion of Board Meeting dated 24th July 2020consequently announce on September 02 2020 in the outcome of board meeting that Lov KushProperties Private Limited has fully ceased to be a wholly owned subsidiary of TGBBanquets and Hotels Limited with effect from the conclusion of this Board Meeting viz.September 02 2020. Necessary Agreement regarding the sale of shares and other process hasbeen done by the management in due course of time.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the financial year 2020-21 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 are mention in notes tofinancial statements. Which could be considered as material in accordance with the policyof 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 TransactionPolicy.pdf.

Disclosures on related party transactions are set out in note no. 2.38 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 312021 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 DURING THE FINANCIAL YEAR.

• Mr. Shilam Vora (DIN: 08285124) Independent Director has been tendered hisresignation with effect from August 25 2020 in place of whom appointment of Ms. JasminDoshi (DIN: 08686876) has been approved by board directors at their meeting held onNovember 09 2020 consecutively by the shareholders at 21st Annual GeneralMeeting.

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

• Ms. Anjali Tolani (DIN: 06958982) Independent Director of the company havetender his resignation on the board of the company with immediate effect from August 142021 and board has taken note of the same on board meeting.

• Mr. Nishit Popat (DIN: 09279612) has been appointed as an Additional Directordesignated as Non-Executive Independent Director of the Company on the Board Meeting heldon August 14 2021.

• Pursuant to the provisions of Section 139(8) and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014as amended from time to time or any other law for the time being in force (including anystatutory modification or amendment thereto or reenactment thereof for the time being inforce) M/s Prakash Tekwani & Associates Chartered Accountants (Firm RegistrationNumber: 110691W) appointed as Statutory Auditors of the Company to fill the casual vacancycaused by the resignation of M/s Suresh R. Shah & Associates Chartered Accountants(Firm Registration No.120253W) wide resignation letter dated August 24 2021.

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 of India(ICSI).

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 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 2020-21.

• Mr. Shilam Vora (DIN: 08285124) Independent Director has been tendered hisresignation with effect from August 25 2020 in place of whom appointment of Ms. JasminDoshi (DIN: 08686876) has been approved by board directors at their meeting held onNovember 09 2020 consecutively by the shareholders at 21st Annual GeneralMeeting.

• Ms. Anjali Tolani (DIN: 06958982) Independent Director of the company havetender his resignation on the board of the company with immediate effect from August 142021 and board has taken note of the same at board meeting.

• Mr. Nishit B. Popat (DIN: 09279612) has been appointed as an AdditionalDirector designated as Non-Executive Independent Director of the Company on the BoardMeeting held on August 14 2021.

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.

• Ms. Anjali Tolani Independent Director has been tendered their resignation witheffect from August 14 2021 in place of Ms. Anjali Tolani (DIN: 06958982) the Board hasappointed Mr. Nishit B. Popat (DIN: 09279612) as an Additional Director designated atnonexecutive Independent Director of the Company w.e.f August 14 2021.

• Mr. Shilam Vora (DIN: 08285124) Independent Director has been tendered hisresignation with effect from August 25 2020 in place of whom appointment of Ms. JasminDoshi (DIN: 08686876) has been approved by board directors at their meeting held onNovember 09 2020 consecutively by the shareholders at 21st Annual GeneralMeeting.

• 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 22nd Annual General Meeting and being eligible offerhimself for re-appointment.

The board recommends his appointment.

4. RE-APPOINTMENTS/APPROVALS FOR EXECUTIVE DIRECTORS

pursuant to the provisions of Sections 196 197 198 and 203 read with Schedule V andother applicable provisions if any of the Companies Act 2013 including any statutorymodifications or re-enactments thereof for the time being in force and the Articles ofAssociation of the Company consent of the Board of the Company be and is hereby taken tore-appoint Mr. Hemant G. Somani (DIN: 00515853) and Mr. Devanand Somani (DIN: 00515959) asa Whole-time Directors of the Company for a period of five years commencing from January26 2021 subject to approval of Shareholders in this Annual General Meeting.

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 22ndAnnual General Meeting and being eligible offers himself for re-appointment. The boardrecommends his appointment.

5. CHANGES IN OTHER KEY MANAGERIAL PERSONNEL

During the year there is no any appointment or resignation by the key managerialpersonnel other than mentioned in the Notice of 22nd Annual General Meeting.

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 22nd Annual General Meeting.

7. STATEMENT REGARDING OPINION OF THE BOARD WITH REGARD TO PROFICIENCY INTEGRITY OFINDEPENDENT DIRECTORS APPOINTED DURING THE FINANCIAL YEAR

Subject to the provisions contained in sub-section (5) of section 149 an independentdirectors proposed to be appointed on the board are selected from a data bank containingnames addresses and qualifications of persons who are eligible and willing to act asindependent directors maintained by Indian Institute of Corporate Affairs as notified bythe Central Government having expertise in creation and maintenance of such data bank.Board has given their opinion and received recommendation from its Nomination andRemuneration Committee for such appointments.

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 Governance. All the recommendations made by the Audit Committee were accepted bythe Board. There is no such incidence where Board has not accepted the recommendation ofthe Audit Committee during the year under review BOARD AND COMMITTEE MEETINGS

During the year Five Board and Four Audit Committee Meetings were convened and held on24.07.2020 02.09.2020 09.11.2020 25.01.2021 12.02.2021. The details of which areprovided in the Corporate Governance Report forming part of the DirectorsRs.Report.

"The mandatory requirement of holding meetings of the Board of the companieswithin the intervals provided of one hundred and twenty days as per section 173 of theCompanies Act 2013 stands extended by the Ministry of corporate affairs wide theirgeneral circular General Circular No. 11/2020 date March 24 2020 for period of 60 daystill next two quarters i.e. till 30th September. MEETING OF INDEPENDENTDIRECTORS

A separate meeting of Independent Directors as required under the Schedule IV of theCompanies Act 2013 was held on February 12 2021 without presence of ExecutiveDirectors. Such meeting was conducted to review and evaluate (a) the performance ofNonIndependent Directors and the Board as a whole (b) the performance of the Chairpersonof the company taking into account the views of Executive Directors and Non-ExecutiveDirectors and (c) assess the quality quantity and timeliness of flow of informationbetween the company management and the Board that is necessary for the Board toeffectively and reasonably perform their duties. The Independent Directors expressed theirsatisfaction with the performance of Non-Independent Directors and the Board as a wholeand the Chairman of the Independent Directors meeting briefed the outcome of the meetingto the Chairman of the Board. The Independent Directors expressed satisfaction with theoverall performance of the Directors and the Board as a whole.

DIRECTORSRs.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 2021 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)

At the Annual General Meeting held on Friday September 28 2018 the members approvedthe appointment of M/s. Suresh R. Shah & Associates. Chartered Accountants (FirmRegistration No. 110691W) Ahmedababd as Statutory Auditor(s) to hold office from theconclusion of 19th Annual General Meeting till the conclusion of the 23rdAnnual General Meeting of the Company. M/s. Suresh R. Shah & Associates has placedtheir resignation on August 24 2021 and the Board has approved the same at their meetingheld on August 25 2021 called on shorter notice through the approval of the Board. TheBoard has proposed to M/s. Prakash Tekwani & Associates Chartered Accountants (Firmregistration No. 120253W) Ahmedabad to work as Statutory Auditors of the Company at theirmeeting held on August 25 2021. The consent letter and eligibility certificate has beenreceived from M/s. Prakash Tekwani & Associates Chartered Accountants (Firmregistration No. 120253W). The Board has decided with recommendation of audit committeefor a remuneration of rupees two Lakhs per annum to pass Ordinary Resolution regardingsuch appointment. M/s. Prakash Tekwani & Associates Chartered Accountants (Firmregistration No. 120253W) were appointed to hold office for the

financial year 2021-22. Further the Board has proposed the appointment of M/s. PrakashTekwani & Associates Chartered Accountants (Firm registration No. 120253W) to holdoffice from the conclusion of 22nd Annual General Meeting till the conclusionof 24th Annual General Meeting of the Company. The appointment is accordinglyproposed in the Notice of the current Annual General Meeting vide item no. 03 for theapproval of Members. Observations of the auditors in their report together with the noteson accounts are self-explanatory and therefore in the opinion of Directors do not callfor any further explanation.

AUDITORS REPORT

The Statutory Auditors have issued unmodified opinion in their Standalone Auditor'sReport for the financial year ended 31st March 2021 and there are noqualifications 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 2020-21 and the Internal Auditors havepresented the observations to the Audit Committee at their meeting held quarterly basis.

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 2021.

The Secretarial Audit Report in Form MR- 3 for the financial year ended 31stMarch 2021 is annexed herewith as Annexure- "B". The report of the SecretarialAuditor is self explanatory.

The appointment of M/s. Umesh Ved & Associates Practicing Company Secretaryceased to be effective on 31st March 2021. The Board has re-appointed M/s.Umesh Ved & Associates Practicing Company Secretary as the Secretarial Auditor ofyour Company for the Financial Year 2021-22.

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 PracticingCompany Secretaries 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). Othermembers of the Committee are Mr. Hemant G. Somani (DIN: 000515853) and Ms. Anjali Tolani(DIN: 06958982). 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 athttp://thegrandbhagwati.com/uploads/policies/corporate_social_responsibility_policy.pdf.

As part of its initiatives taken under Corporate Social Responsibility [CSR] due tothe pandemic situation of COVID-19 and lockdown on the states and other educationalinstitutions the Company has not contributed any amount for the CSR activity for theFinancial Year 2020-21. Other details of the CSR activities as required under Section 135of the Act are given in the CSR Report at Annexure-"C".

Note: Ms. Anjali Tolani (DIN: 06958982) has been tender her resignation from the postof independent director of the company with effect from August 14 2021.

MANAGING THE RISKS OF FRAUD CORRUPTION AND UNETHICAL BUSINESS PRACTICES POLICIES UNDERCOMPANIES 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 RelationsRs.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

Note: Ms. Anjali Tolani (DIN: 06958982) has been tender her resignation from the postof independent director of the company

with effect from 14th August 2021.

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 athttp://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 Rs. 48 lakhs annually ordrawing remuneration of Rs. 4 lakhs per month if employed part of the year as requiredunder Rule 5(2) of the Companies (Appointment and Remuneration 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 athttp://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 RelationsRs.section at theCompany's website www.tgbhotels.com . Annual Report on CSR Activities for the FinancialYear 2020-21 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-CRs.to this Report.

Corporate Social Responsibility ("CSR") Policy is disclosed on the website ofthe Company athttp://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 iftriggered. Discussion on risks and concerns are covered in the Management Discussion andAnalysis Report which forms part of this Annual Report VIII. INFORMATION REQUIRED UNDERSEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION & REDRESSAL) ACT2013

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 company asnodal officer under the provisions of IEPF and the web-address on which the said detailsare available as follows http://www.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 an Annexure-E and it is part of Annual Report The details ofAnnual Return is attached at company's website 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 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.

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.

By Order of the Board of Directors
For and on behalf of the Board
Place: Ahmedabad Narendra G. Somani
Date: August 25 2021 Chairman & Managing Director
(DIN: 00054229)

.