Your Directors take great pleasure in presenting the Twenty Ninth Annual Report of yourCompany's business and operations together with the audited accounts for the financialyear ('FY') ended March 31 2019.
The Company's financial performance for the financial year ended March 31 2019 onstandalone basis is summarized below:
|PARTICULARS ||Year Ended March 31 2019 ||Year Ended March 31 2018 |
|Income: || || |
|Income from Operations ||14676.57 ||17741.01 |
|Other Income ||90.90 ||76.72 |
|Total Income ||14767.47 ||17817.72 |
|Expenditure: || || |
|Less: Operating & Other Expenses ||12309.27 ||10870.54 |
|Profit before Depreciation Finance Costs and Tax ||2458.19 ||6947.18 |
|Less: Depreciation ||1494.64 ||1364.73 |
|Less: Finance Costs ||203.71 ||75.00 |
|Profit before Tax ||759.85 ||5507.45 |
|Less: Provision for Taxes ||253.67 ||1906.02 |
|Profit after Tax ||506.18 ||3601.43 |
|Less: Other Comprehensive Income for the year (net of tax) ||2.34 ||2.10 |
|Total Comprehensive Income for the year ||503.84 ||3599.33 |
|Add: Surplus brought forward from the previous year ||12179.41 ||9082.20 |
|Less: Prior period item ||0 ||19.51 |
|Amount available for appropriation ||12683.25 ||12662.02 |
|Appropriations: || || |
(In respect of the previous year a final dividend of 10% i.e. Re 1/- per Equity Share was declared and paid to the Members)
|400.98 ||400.98 |
|Tax on Dividend ||81.63 ||81.63 |
|Amount transferred to General Reserve ||0 ||0 |
|Surplus carried forward ||12200.64 ||12179.41 |
The Company is in regular expansion mode and also upgrading its existing properties.Therefore in order to fund new projects/up gradation the Board has not recommendeddividend and proposes to utilize the profits for its ongoing projects.
TRANSFER TO RESERVES:
The Company did not transfer any amounts to General Reserve during the year.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS
The particulars of loans guarantee and investments has been disclosed in the FinancialStatements.
The Company has not accepted any deposits from public and as such no amount on accountof principal or interest on deposit from public was outstanding as on the date of thebalance sheet.
RELATED PARTY TRANSACTION
All Related Party Transactions entered during the financial year were on an arm'slength basis and in the ordinary course of the Business. Company has formulated policy onmateriality of Related Party Transaction. The policy is available on the Company's websitehttp://thebyke.com/corporate-governance/Since all related party transaction entered intoby the company were on an arm's length basis and in the ordinary course of business FormAOC-2 is not applicable.
EXTRACT OF ANNUAL RETURN
The extract of Annual Return in Form MGT-9 as provided under Section 92 (3) of theCompanies Act 2013 read with Rule 12 of the Companies (Management and Administration)Rules 2014 is annexed hereto as ANNEXURE-A to this Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
Resignation of Mr. Vikash Agarwal
During the year under review Mr. Vikash Agarwal (DIN No. 03543788) Non-ExecutiveDirector of the Company resigned from the Directorship of the Company with effect fromDecember 04 2018.
Reappointment of Mr. Dinesh Goyal
During the year under review Mr. Dinesh Goyal (DIN No. 02576453) Independent Directorof the company has been reappointed via process of Postal ballot with effect from February13 2019.
The Board of Directors have carried out an annual evaluation of their own performanceboard committees and individual directors pursuant to provision of the Act and thecorporate governance requirement as prescribed by the Securities and Exchange Board ofIndia (Listing Obligation & Disclosure Requirement) Regulation 2015.
The performance of the board was evaluated by the board after taking inputs from allthe directors on the basis of the criteria such as the Board Composition and structureeffectiveness of board process information and functioning etc. as provided through theGuidance Note on Board Evaluation issued by the Securities and Exchange Board of India onJanuary 5 2017. In a separate meeting of Independent directors which was held on February13 2019 performance of non-independent directors and the board as whole was evaluated.Performance evaluation of Independent director was done by the entire board excluding theindependent director being evaluated.
DECLARATION BY INDEPENDENT DIRECTORS
As on March 31st 2019 your Company has following Independent Directors:
1. Mr. Ram Ratan Bajaj
2. Mr. Ramesh Vohra
3. Mr. Bharat Thakkar
4. Mr. Sandeep Singh
5. Mr. Dinesh Goyal
In pursuance of Section 149(7) of the Companies Act 2013 all the IndependentDirectors of the Company have submitted a declaration under Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the LODR that they meet the criteria ofindependence.
COMMITTEES OF THE BOARD
As on March 31st 2019 your Board has following Statutory Committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
d) Corporate Social Responsibility Committee
e) Risk Management Committee
The details of the composition meetings held during the year and attendance of themeetings and the terms of reference of the above Committees of the Board are provided inthe Corporate Governance Report.
During the year under review Four Board Meetings were held and the intervening gapbetween the meetings did not exceed the period prescribed under the Act the details ofwhich are given in the Corporate Governance Report.
DIRECTORS' RESPONSIBILITY STATEMENT
As required under Section 134 of the Companies Act 2013 your Directors confirmhaving:
a) followed in the preparation of the Annual Accounts the applicable accountingstandards with proper explanation relating to material departures if any;
b) selected such accounting policies and applied them consistently and made judgementsand estimates that are reasonable and prudent so as to give a true and fair view of thestate of affairs of your Company at the end of the financial year and of the profit ofyour Company for that period;
c) taken proper and sufficient care for the maintenance of adequate accounting recordsin accordance with the provisions of the Companies Act 2013 for safeguarding the assetsof your Company and for preventing and detecting fraud and other irregularities;
d) prepared the Annual Accounts on a going concern basis;
e) laid down internal financial controls to be followed by your Company and that suchinternal financial controls were adequate and operating effectively; and
f) devised proper systems to ensure compliance with the provisions of all applicablelaws and that such systems were adequate and operating effectively.
M/s Borkar & Mazumdar Chartered Accountant were appointed as statutory auditor ofyour company at the Annual General Meeting held on September 20 2016 for a term of fiveyears. As per provision of Section 139 of the Companies Act 2013 the appointment ofstatutory auditor is required to be ratified by Members at every Annual General Meeting.
The Auditor's Report to the Shareholders does not contain any qualifications hence doesnot require any comments on the same. The Auditor's Report is enclosed with the financialstatements in this Annual Report.
Pursuant to provision of Section 138 and other applicable provision of Companies Act2013 P.P. Kapoor & Co. Chartered Accountants (Firm Registration No. 104806W) hasbeen appointed as internal auditor of the company for the financial year under review.
Pursuant to the provision of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 the Board of Directorsof the company has appointed M/s Suman Sureka & Associates Practicing CompanySecretary as secretarial auditor of the company.
The Secretarial Auditor's Report for the year does not contain any qualifications hencedoes not require any comments on the same. The Secretarial Auditor's Report is enclosed asANNEXURE B to the Board's report in this Annual Report.
Annual Secretarial Compliance Report:
In terms of Clause 3(b)(iii) of SEBI Circular No. CIR/CFD/CMD1/27 /2019 dated February08 2019 Annual Secretarial Compliance Report of the Company for the year ended March312019 issued by M/s Suman Sureka & Associates Practising Company Secretaries isannexed as ANNEXURE C to this report.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the initiatives undertaken by your Company on (Corporate Socialresponsibility) CSR activities during the year is set out in ANNEXURE D of thisreport. The CSR Committee decided to continue with existing programs and increase focus onhealth and education in the years ahead. The CSR policy is available on the website ofyour Company. Detailed Composition of the CSR Committee number of meetings held duringthe year under the review and other related details are set out in the CorporateGovernance report which forms a part of this report.
SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
There is no subsidiary company associate company or joint venture of your companywithin the meaning of section 2(87) & 2(6) of the Companies Act 2013 respectively.
DEVELOPMENT IN HUMAN RESOURCES
The Company continues to maintain a very cordial and healthy relationship with itsworkforce across all its units. The total number of persons working in the group(permanent employees on rolls and contractual employees) as at March 31 2019 was 700across all its units in the group.
The Company is ensuring the best place to work to attract and retain good employees inthe Company. The Company continues to strive towards attracting retaining trainingmultiskilling employees. With the increase in workforce due to expansion in businessenvisaging the requirement of adequate on the job training across the various levels ofemployees. The Human Resource Team carried out the following programs across the groupduring the year:
1. Hospitality Training Program.
2. Food Festivals to make staff experience cuisines of multiple types.
3. Plantation drives as an environmental awareness initiative.
4. Blood donation camp and staff health check-up camps.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
The information required under section 197 of Companies act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 forms part of thisAnnual Report. However this information is not sent along with this report pursuant toprovision of section 136 of the Act. Any shareholder interested in obtaining a copy of thesame may write to the Company Secretary/Compliance Officer at the registered office of theCompany.
The report on Corporate Governance as stipulated under the SEBI (Listing Obligation& Disclosure Requirements) Regulation 2015 forms an integral part of this report. Acertificate from M/s Borkar & Mazumdar Chartered Accountant Statutory Auditor of thecompany regarding compliance on conditions of corporate governance as stipulated in theListing Regulations is also appended to the report on Corporate Governance.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management's Discussion and Analysis Report for the year under review asstipulated under Regulation 34 of SEBI (Listing Obligation & Disclosure Requirement)Regulation 2015 is presented in a separate section forming part of the Annual Report.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
Pursuant to applicable provision of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rule 2016 ('the Rules') all unpaid orunclaimed dividend are required to be transferred by the company to the IEPF establishedby the Central Government after the completion of seven years. In accordance with theRules the shares in respect of which dividend has not been paid or claimed by theshareholders for seven consecutive years or more shall be transferred to the demat accountcreated by the IEPF Authority. Accordingly your company has transferred the unclaimed andunpaid dividend.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under section 134(3) (m) of the Companies Act 2013 readwith Companies (Accounts) Rule 2014 as amended is annexed as ANNEXURE E to thisreport.
INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK
The Company has adopted the policies and procedures for ensuring the orderly andefficient conduct of its business including adherence to the company's policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation of reliablefinancial disclosures.
The Company has established an effective Compliance Mechanism to mitigate the risk andwill be reviewed by the Board periodically. The Company has adopted Risk ManagementPolicy pursuant to the provision of Section 134 of the Act to identify and evaluatebusiness risks and approach for mitigation of such risks.
VIGIL MECHANISM AND WHISTLE BLOWER POLICY:
The Board of Directors of your Company has adopted the Vigil Mechanism and WhistleBlower Policy in compliance with Section 177(9) and (10) of the Companies Act 2013 andregulations specified under LODR.
The Company has adopted a channel for receiving and redressing of employees'complaints. Under this policy we encourage our employees to report any reporting offraudulent financial or other information to the stakeholders any conduct that results inviolation of the Company's Code of Business Conduct. Likewise under this policy we haveprohibited discrimination retaliation or harassment of any kind against any employeeswho based on the employee's reasonable belief that such conduct or practice have occurredor are occurring. Details of the policy is available on the company's website atwww.thebyke.com
DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013:
The Company has zero tolerance for sexual harassment at its workplace and in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules there under your Board of Directors has approved andadopted a "Policy on Prevention of Sexual Harassment at Workplace" to provideequal employment opportunity and is committed to provide a work environment that ensuresevery woman employee is treated with dignity and respect and afforded equitable treatment.
During the year under review the Company has not received any complaints on sexualharassment.
DISCLOSURE OF FRAUDS IN THE BOARDS' REPORT UNDER SECTION 143 OF THE COMPANIES ACT2013:
During the year under review your Directors did not observe any contract arrangementand transaction which could result in a fraud; your Directors hereby take responsibilityto ensure you that the Company has not been encountered with any fraud or fraudulentactivity during the Financial Year 2018-2019.
PAYMENT OF LISTING FEE AND CUSTODIAL FEE
Your Company has paid the Annual Listing Fee and Annual Custodial Fee for the FinancialYear 2018-2019 to the National Stock Exchange ("NSE") Metropolitan StockExchange (MSEI) and the Bombay Stock Exchange ("BSE") and to National Securitiesand Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL)respectively.
The Company's shares are available for dematerialization with both the Depositoriesviz. NSDL and CDSL. About 98.28% of the paid-up equity share capital of the Company hasbeen dematerialized as on March 31 2019.
MATERIAL ORDER PASSED BY THE REGULATORS
There are no significant material order passed by the Regulators or court or tribunalimpacting the going concern status of the Company and its operation in future.
The Company in order to promote green initiative has sent electronic copies of theAnnual Report for Financial Year 2018-2019 along with the Notice of the 29th AnnualGeneral Meeting are sent to all members whose email addresses are registered with theCompany/Registrar and Share Transfer Agent ("RTA").
For members who have not registered their email addresses physical copies of theAnnual Report 2018- 2019 under Section 101 of the Companies Act 2013 are sent in thepermitted mode. Members who have been sent Annual Report copies in electronic modedesirous to have physical copies of the same can send a request in writing either to theCompany or the RTA.
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers shareholders suppliersbankers business partners/associates financial institutions and Central and StateGovernments for their consistent support and encouragement to the Company. I am sure youwill join our Directors in conveying our sincere appreciation to all employees of theCompany and its subsidiaries and associates for their hard work and commitment. Theirdedication and competence has ensured that the Company continues to be a significant andleading player in the Hospitality Industry.
|For and on behalf of the Board of Directors || |
|(Anil Patodia) ||(Pramod Patodia) |
|sd/- ||sd/- |
|Managing Director ||Director |
|DIN:00073993 ||DIN: 03503728 |
|Place: Mumbai || |
|Date: August 13 2019 || |