Dear Members of
The Byke Hospitality Limited
The Board of Directors take great pleasure in presenting the Thirty First (31st) AnnualReport of your Company's business and operations along with the Audited FinancialStatements for the Financial Year (FY') ended March 31 2021.
The Company's financial performance for the Financial Year ended March 31 2021 onstandalone basis is summarized below:
INR in Lakhs
|PARTICULARS ||Year Ended March 31 2021 ||Year Ended March 31 2020 |
|Income: || || |
|Income from Operations ||6560.66 ||12218.58 |
|Other Income ||89.69 ||100.49 |
|Total Income ||6650.35 ||12319.07 |
|Expenditure: || || |
|Less: Operating & Other Expenses ||5161.56 ||8610.16 |
|Profit before Depreciation Finance ||1488.79 ||3708.91 |
|Costs and Tax || || |
|Less: Depreciation ||2646.80 ||2804.69 |
|Less: Finance Costs ||833.87 ||658.48 |
|Profit before Tax ||(1991.88) ||245.74 |
|Less: Provision for Taxes ||(168.04) ||(168.89) |
|Profit after Tax ||(1823.84) ||414.63 |
|Add: Other Comprehensive Income for the year (net of tax) ||7.55 ||(1.27) |
|Total Comprehensive Income for the year ||(1816.29) ||413.36 |
|Add: Surplus brought forward from the previous year ||12614.00 ||12200.64 |
|Less: Prior period item ||0 ||0 |
|Amount available for appropriation ||10797.71 ||12614.00 |
|Appropriations: || || |
|Dividend ||0 ||0 |
|Tax on Dividend ||0 ||0 |
|Amount transferred to General Reserve ||0 ||0 |
|Surplus carried forward ||10797.71 ||12614.00 |
OPERATIONS/ STATE OF COMPANY'S AFFAIRS
Profit before tax was Rs. (1991.88) lakhs as compared to profit Rs. 245.74 lakhs inthe prior year. This reduction in profit was on account of a decrease in sales because ofeconomic slowdown and Covid-19 pandemic.
The Company was adversely affected by the slowdown in the Hospitality sector. Thisparticularly impacted the performance in the First three quarters.
Demand appeared to rebound from January 2021 onwards;
Thus your Company achieved a total income of Rs. 6650.35 lakhs as compared to Rs.12319.07 lakhs in the previous year.
The Company is in regular expansion mode and also upgrading its existing properties.Therefore in order to fund new projects/up gradation and conserve the resource the Boardhas not recommended dividend on equity shares of the Company for the FY 2020 21.
IMPACT OF COVID 19 ON OPERATIONS
During the financial year 2020-21 Covid -19 continued to be a global pandemic whichresulted in various State as well as Central Governments imposing partial and completelock-down thereby compeling the masses including the millennials to stay indoors. Thisalso resulted in disruption of economic activities globally. Operating in the HospitalityIndustry the Company has abided by all the safety protocols and has taken all steps andmeasures necessary for ensuring safety of its customers and employees.
Your Company is continuously monitoring the situation closely and has taken/continuesto take all the measures to comply with the guidelines issued by the local authoritiesfrom time to time to ensure the safety of its workforce at Hotels and Apartments.However the extent to which the Covid-19 pandemic may impact the Company its operationsand financials will depend on future developments in this regard which as on date areuncertain.
TRANSFER TO RESERVES
The Board of Directors of your company has decided not to transfer any amount to theReserves for the year under review.
DIRECTORS' RESPONSIBILITY STATEMENT of its compliance from a Ms.
Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors to thebest of its knowledge and ability confirm that:
a. in the preparation of the Annual Accounts for the year ended March 31 2021 theapplicable accounting standards have been followed along with proper explanation relatingto material departures if any;
b. such accounting policies have been selected and applied them consistently and madejudgements and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of your Company at the end of the financial year on March 312021 and of the
Loss of your Company for that period; c. proper and sufficient care have been taken forthe maintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of your Company and for preventing anddetecting fraud and other irregularities;
d. the Annual Accounts have been prepared on a going concern basis;
e. proper internal financial controls were in place and that such internal financialcontrols are adequate and were operating effectively; and
f. proper systems to ensure compliance with the provisions of all applicable laws werein place and that such systems were adequate and operating effectively.
MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis as required in terms of the SEBI ListingRegulations is annexed to the report in (Annexure I)
MATERIAL CHANGES AND COMMITMENTS AFTER THE END OF FINANCIAL YEAR 2020 - 21
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of the report.
As provided under section 92(3) and 134(3)(a) of the Act read with Rule 12 of theCompanies (Management and Administration) Rules 2014 as amended from time to time the
Annual Return of your Company in Form MGT 7 for the Financial Year 2020 -2021 shall behosted on the website of your Company at www.thebyke.com
As per the requirement of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the Company has complied with the requirements of Corporate Governancein all material aspects.
A report on Corporate Governance (Annexure II) together with a certificate ofM/s. Suman Sureka & Associates Secretarial Auditor of the company forms part of thisreport.
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') allunpaid or unclaimed dividend are required to be transferred by the company to the IEPFestablished by the Central Government after the completion of seven years. In accordancewith the Rules the Company is not required to transfer any shares in the account createdby the IEPF Authority.
The details of the unpaid / unclaimed dividends are available on the website of theCompany https://www.thebyke.com/ iepfrelatedcompliance.html
DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)
In terms of the provisions of the Act Mrs. Archana Patodia
(DIN: 00795826) Director of the Company is liable to retire by rotation at theensuing AGM and being eligible has offered herself for re-appointment.
Mr. Satyanarayan Sharma (DIN: 00798388) Director & Mr. Sandeep Singh (DIN:02814440) Independent Director had expressed their desire to step down as a directors ofthe Company with effect from November 232020 & February 11 2021 respectively. TheBoard places on record its appreciation for the services rendered by them during theirtenure as Directors of the Company.
During the year under review Mr. Dinesh Goyal (DIN No. 02576453) Non-ExecutiveIndependent Director of the Company ceased to be an Independent Director of the Companywith effect from February 12 2021 due to completion of Tenure.
At the meeting of the Board of Directors of the Company held on February 12 2021 Ms.Madhri Dhanak (DIN: 09065395) was appointed as an Additional / Independent Director of theCompany. She holds the office of directorship till the conclusion of the ensuing AnnualGeneral Meeting. Being eligible she has offered herself for appointment as a Director /Independent Director of the Company for a period of consecutive 5 years with effect fromFebruary 12 2021. Necessary approval of the shareholders for her appointment as anIndependent Director is being sought at the ensuing Annual General Meeting of the Company.
At the Meeting of the Board of Directors of the Company held on June 25 2021 based onthe recommendation of the Nomination & Remuneration Committee the Board re-appointedMr. Anil Patodia as a Chairman & Managing Director of the Company for the furtherperiod of 5 (Five) years w.e.f August 01 2021 subject to approval of the Members. TheBoard recommends his re-appointment as a Chairman & Managing Director for which theapproval of the members is being sought in the Notice convening the AGM of the Company.
The disclosures pertaining to Directors being re- appointed as required pursuant to theListing regulations & Secretarial Standard 2 is given in the ExplanatoryStatements to the Notice convening AGM.
Mr. Ram Ratan Bajaj Ms. Madhuri Dhanak and Mr. Ramesh Vohra who are independentdirectors have submitted declaration that each of them meets the criteria of independenceas provided in Section 149(6) of the Companies Act 2013 and SEBI (LODR) Regulations andthere has been no change in the circumstances which may affect their status as independentdirectors during the year.
None of the directors of the Company are debarred from holding the office of Directorby virtue of any SEBI order or order by any other competent authority.
In the opinion of the Board the independent directors possess appropriate balance ofskills experience and knowledge as required.
KEY MANAGERIAL PERSONNEL
As on date under report the following persons are the Key Managerial Personnel interms of Section 203 of the Act:
|1. Mr. Anil Patodia ||Chairman & Managing Director |
|2. Mr. Sumit Bajaj ||Chief Financial Officer |
|3. Ms. Rinku Kholakiya ||Company Secretary & Compliance Officer |
As on date under report Ms. Ankita Sharma has resigned as a Company Secretary &Compliance Officer of the Company w.e.f. November 30 2020 and Ms. Rinku Kholakiya hasbeen appointed as a Company Secretary & Compliance Officer of the Company w.e.f May28 2021.
POLICY ON DIRECTORS' APPOINTMENT REMUNERATION AND OTHER DETAILS
The Nomination and Remuneration Committee has laid down the criteria for Directors'appointment and remuneration including criteria for determining qualifications positiveat -tributes and independence of a Director. The following attributes/criteria forselection have been laid by the Board on the recommendation of the Committee:
the candidate should posses the positive attributes such as leadershipentrepreneurship industrialist business advisor or such other attributes which in theopinion of the Committee the candidate possess and are in the interest of the Company;
the candidate should be free from any disqualifications as provided underSections 164 and 167 of the Companies Act 2013;
the candidate should meet the conditions of being independent as stipulatedunder the Companies Act 2013 and SEBI (LODR) Regulations 2015 in case of appointment asan Independent Director; and
the candidate should posses appropriate educational qualification skillsexperience and knowledge in one more fields of finance law management sales marketingadministration research corporate governance technical operations infrastructuresocial service professional teaching or such other areas or disciplines which arerelevant for the Company's business.
PROFICIENCY OF DIRECTORS
All the Independent Directors of the Company have registered their names in thedatabase maintained by the In-dian Institute of Corporate Affairs Manesar. ThoseIndependent Directors who are not otherwise exempted shall appear for the commonproficiency -tute within the prescribed time.
MEETINGS OF BOARD AND COMMITTEES THEREOF
This information has been furnished under Report on Corporate Governance which is in AnnexureII.
FAMILIARISATION PROGRAMME FOR DIRECTORS
Details of the familiarisation programs for independent directors are disclosed on thewebsite of the Company at www. thebyke.com
The Nomination and Remuneration Committee lays down the criteria for performanceevaluation of independent directors Board of Directors and Committees of the Board. Thecriteria for performance evaluation is based on various parameters like attendance andparticipation at meetings of the Board and Committees thereof contribution to strategicdecision making review of risk assessment and risk mitigation review of financialstatements business performance and contribution to the enhancement of brand image of theCompany.
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.
In a separate meeting of Independent directors which was held on February 12 2021performance of non-independent directors and the board as whole was evaluated. Performanceevaluation of Independent directors was done by the entire board excluding theindependent director being evaluated.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rule2014 is annexed to this report as Annexure III. The Company had no employee drawingremuneration in excess of the amount as mentioned under Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.
Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rule 2014 pertaining to the top ten names and otherparticulars of employees forms part of this report. However this information is not sentalong with this report pursuant to provision of section 136(1) of the Act. Any shareholderinterested in obtaining a copy of the same may write to the Company Secretary / ComplianceOfficer at the registered office of the Company.
Details of the Audit Committee along with its constitution and other detailstestconducted by the said insti are provided in the Report on Corporate Governance.
RELATED PARTY TRANSACTION
All Related Party Transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the Company's Business.
The Company has not entered into any contract arrangement or transaction with anyrelated party which could be considered as material as defined under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. Omnibus approval was alsoobtained from the Audit Committee on an annual basis for repetitive transactions.
Company has formulated policy on materiality of Related Party Transaction. The policyis available on the Company's web-site http://thebyke.com/corporate-governance/
Since all related party transaction entered into by the company were on an arm's lengthbasis and in the ordinary course of business Form AOC-2 is not applicable.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
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' complaintsand no personnel have been denied access to the Chairman of the Audit Committee.. Underthis policy we encourage our employees to report any reporting of fraudulent financial orother information to the stakeholders any conduct that results in violation of theCompany's Code of Business Conduct. Likewise under this policytheir we have prohibiteddiscrimination retaliation or harassment of any kind against any employees who based onthe employee's reasonable belief that such conduct or practice have occurred or areoccurring have reported the same to the Audit Committee. The policy is posted on thecompany's website at http://thebyke.com/corporate-governance/
CORPORATE SOCIAL RESPONSIBILITY
The Company is committed to good corporate citizenship. As a part of its corporatesocial responsibility the Company continues to undertake a range of activities includinghealthcare and education to improve living conditions of the needy people. The CSR policyof the Company is placed on the website of the Company https://thebyke.com/corporategovernance.html. During the year under report the Company has also supported healthcare andeducational projects undertaken by charitable institutions and organizations. Inaccordance with the provisions of Section 135 of the Companies Act 2013 an abstract onCompany's CSR activities is furnished as Annexure IV to this report.
CODE OF CONDUCT
The Board has laid down a code of conduct for board members and senior managementpersonnel of the Company. The code incorporates the duties of independent directors aslaid down in the Companies Act 2013. The said code of conduct is posted on Company'swebsite https://www.thebyke.com/ corporategovernance.html. The Board members andsenior management personnel have affirmed compliance with the said code of conduct. Adeclaration in this regard signed by the Chairman & Managing Director is given at theend of the Corporate Governance 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.
The Board informed that at the Annual General Meeting ("AGM") of the Companyheld on September 20 2016 M/s. Borkar & Muzumdar Chartered Accountant (FirmRegistration No - 101569W) were appointed as Statutory Auditors of the Company until theconclusion of the 31st AGM to be held in year 2021. Hence the term of the StatutoryAuditors of the Company expires at the conclusion of the ensuing AGM of the Company.
The Board of Directors of the Company decided to recommend the appointment of BilimoriaMehta & Co. Chartered Accountants (Firm registration no: 101490W) as a StatutoryAuditors of the Company till the conclusion of the 32nd AGM of the Company to be held in2022.
The consent and eligibility letter has been received form the Statutory Auditors underSection 139 & 141 of the Companies Act 2013 ("Act)" that they satisfy thecriteria provided under Section 141 of the Act.
remu You are requested to appoint Auditors and to fix -neration.
Pursuant to the provision of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rule 2014 M/s Suman Sureka &Associates Practicing Company Secretary were appointed as the Secretarial Auditor forauditing the secretarial records maintained by the Company for the financial year 2020 -21.
The Secretarial Auditors' Report is annexed as (Annexure V) hereto. There are noqualifications reservations or adverse remarks made by the Secretarial Auditors.
The provisions of section 148 are not applicable to the Company and accordingly themaintenance of cost records as specified by the Central Government under sub-section (1)of section 148 of the Companies Act 2013 is not required.
RISK MANAGEMENT POLICY
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.
PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS
The Company has not given any loans or guarantees or made investments in contraventionof the provisions of the Section 186 of the Companies Act 2013. The details of the loansand guarantees given and investments made by the Company are provided in the notes to thefinancial statements.
The Company has not accepted any deposits from public during the year under the reviewand as such no amount on account of principal or interest on deposit from public wasoutstanding as on the date of the balance sheet.
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
CARE Ratings has assigned the following ratings to the Company's long term bankfacilities of Rs. 20.00 crores - CARE BBB; Stable (Triple B; Outlook: Stable).
PREVENTION OF INSIDER TRADING
The Board has adopted a Code of Prevention of Insider Trading based on the SEBI(Prohibition of Insider Trading) Regulations 2015. The same has been placed on thewebsite of the Company https://www.thebyke.com/corporategovernance.html
All the Directors senior management employees and other employees who have access tothe unpublished price sensitive information of the Company are governed by this code.During the year under Report there has been due compliance with the said code of conductfor prevention of insider trading.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
In accordance with the requirements of Section 134 of the Companies Act 2013statement showing particulars with respect to conservation of energy technologyabsorption and foreign exchange earnings and outgo is furnished as
Annexure VI to this report.
PAYMENT OF LISTING FEE AND CUSTODIAL FEE
Your Company has paid the Annual Listing Fee and Annual Custodial Fee for the FinancialYear 2020 2021 to the National Stock Exchange ("NSE") MetropolitanStock Exchange of India Limited ("MSE") and the Bombay Stock Exchange("BSE") and to National Securities and Depositories Limited (NSDL) and CentralDepository Services (India) Limited (CDSL) respectively.
The Company's shares are available for dematerialization with both the Depositoriesviz. NSDL and CDSL. About 98.32% of the paid-up equity share capital of the Company hasbeen dematerialized as on March 31 2021.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant material order passed by the Regulators or Court or Tribunalthat would impact 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 2020 2021 along with the Notice of the 31stAnnual General Meeting to all members whose email addresses are registered with theCompany / Registrar and Share Transfer Agent ("RTA").
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 received no complaints Following is thedetailed presentation of the same: a. Number of complaints filed during the financial Year: NIL b. Number of complaints disposed of during the year: NIL c. Number of complaintspending as on end of the financial year: NIL
INTERNAL COMPLAINTS COMMITTEE
In compliance with Section 4 of The Sexual Harassment of Women at Workplace(Prevention Prohibition And Redressal) Act 2013 the Company has constituted an InternalComplaints Committee. Following are the details of the committee constituted w.e.f01.08.2021:
|Sr. No. ||Name of Committee Members ||Designation |
|1 ||Mrs. Archana Patodia ||Director |
| ||Presiding Officer || |
|2 ||Mrs. Shivali Sharma ||Sales Manager Goa |
| ||Member || |
|3 ||Mrs. Lavina Sankla ||Sales Executive - Matheran |
| ||Member || |
| || ||Director in Lions Club Heritage |
|4 ||Mrs. Vinita Kulhari || |
| ||Member ||Galaxy |
|5 ||Mr. Radheshyam Maharana ||Head - HR |
The Company has in place proper systems to ensure compliance with the provisions of theapplicable secretarial standards issued by The Institute of Company Secretaries of Indiaand such systems are adequate and operating effectively.
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. We sure youwill join our Directors in conveying our sincere appreciation to all employees of theCompany for their hard work and commitment. Their dedication and competence has ensuredthat the Company continues to be a significant and leading player in the HospitalityIndustry.
|For and on behalf of the Board of Directors |
| ||Sd/- |
|(Anil Patodia) ||(Archana Patodia) |
|Chairman & Managing Director ||Director |
|DIN: 00073993 ||DIN: 00795826 |
Date: August 10 2021
Shree Shakambhari Corporate Park
Plot No: 156-158 Chakaravarti Ashok Society
J.B.Nagar Andheri East Mumbai 400099
Email Id: email@example.com