To The Shareholders
Your Directors present herewith the Thirty First Annual Report and the audited accountsof the Company for the year ended 31st March 2018
The financial results of the Company for the year under review are summarized below:-
(? in lacs)
| ||2017-2018 ||2016-2017 |
|Loss before Finance Cost & Provision for Taxes ||97.95 ||129.25 |
|Add : Finance Cost ||456.94 ||433.70 |
|Add/Less : Provision for Income Tax (Deferred Tax) ||(94.60) ||(1.81) |
|Loss for the year ||460.29 ||561.12 |
|Add/Less : Total Comprehensive Income ||(11.37) ||(0.76) |
|Profit and Loss Account Balance ||2187.51 ||1627.15 |
|Balance available for Appropriation ||(2636.43) ||2187.51 |
On account of legal disputes your Company did not receive any Hotel Management Feesduring the year. The performance of your Company will depend on the time factor involvedin the final decision in the ongoing litigation and legal matters.
Sad Demise of Company Secretary Shri Sanjeev D. Shenvi
The Board of Directors deeply regret to inform the Members about the untimely demise ofShri Sanjeev D Shenvi on 27th December 2017 at Mumbai. Shri Sanjeev D Shenvi was CompanySecretary of the Company since 1st April 1994.
The Board places on record its deep appreciation of the valuable contributions made byMr. Sanjeev D. Shenvi during his tenure as Company Secretary.
The Directors regret their inability to recommend dividend.
The total borrowings stood at ' 58.61 crores as at March 31 2018 as against ' 54.45crores as on March 31 2017. The increase in debt was on account of fresh borrowingsinterest and payments on behalf of the Company.
As on 31st March 2018 the Company has 4 employees on its roll excludingthe Executive Director.
Dr. Ajit B. Kerkar has been re- appointed as Managing Director for a Period of 5 yearswith effect from 1st April 2018. The reappointment is subject to approval of the Membersin the General Meeting. Accordingly the necessary approval of Members is sought at theensuing General Meeting.
Mr. A. B. M. Good retires by rotation at the ensuing Annual General Meeting pursuantto the provisions of Section 152 of Companies Act 2013 and being eligible offers himselffor re-appointment.
Your Company has constituted the following Committees:
Stakeholders Relationship Committee
Nomination and Remuneration Committee
. a. Audit Committee
The Audit Committee of the Company is constituted in line with the provisions ofSection 177 of the Companies Act 2013. The Audit Committee oversees of the Company'sfinancial reporting process and the disclosure of its financial information to ensure thatthe financial statements are correct sufficient and credible.
Composition of the Audit Committee:
|Name of Director ||Category |
|1. Mr. M. Narayanan ( Chairman) ||Independent Non Executive |
|2. Ms. Ramola Mahajani ||Independent Non Executive |
|3. Mr. A. B. M. Good ||Non Independent Non Executive |
|4. Mr. Shailesh S. Mody ||Independent Non Executive |
|5. Mr. Sheel Dhar Pande ||Independent Non Executive |
All the recommendations of the Audit Committee has been accepted by the Board.
b. Stakeholders Relationship Committee
The Stakeholders Relationship Committee' is primarily responsible to review all mattersconnected with the Company's transfer of securities and redressal of shareholders' /investors' / security holders' complaints. The Committee also monitors the implementationand compliance with the Company's Code of Conduct for Prohibition of Insider Trading.
Composition of the Stakeholders Relationship Committee
|Name of Director ||Executive/Non Executive |
|1. Mr. M. Narayanan (Chairman) ||Independent Non Executive |
|2. Mr. Pesi S. Patel ||Independent Non Executive |
|3. Ms. Ramola Mahajani ||Independent Non Executive |
|4. Mr. Sheel Dhar Pande ||Independent Non Executive |
c. Nomination and Remuneration Committee
The Nomination and Remuneration Committee shall identify persons who are qualified tobecome Directors and who may be appointed in Senior Management in accordance with thecriteria laid down recommend to the Board their appointment and removal and shall carryout evaluation of every Director's performance. The Committee shall formulate the criteriafor determining qualifications positive attributes and independence of a Director andrecommend to the Board a policy relating to the remuneration for the Directors KeyManagerial Personnel and other Employees.
Composition of the Nomination and Remuneration Committee is as under
|Name of Director ||Executive/Non Executive |
|1. Mr. Pesi S. Patel (Chairman) ||Independent Non Executive |
|2. Ms. Ramola Mahajani ||Independent Non Executive |
|3. Mr. M. Narayanan ||Independent Non Executive |
|4. Mr. Sheel Dhar Pande ||Independent Non Executive |
|5. Dr. Ajit B. Kerkar ||Non Independent Executive Director |
During the financial year 2017-18 your Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act 2013 read together with the Companies(Acceptance of Deposits) Rules 2014.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING FINANCIAL POSITION OF THE COMPANYFROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT
There has been no material change and commitment affecting the financial performanceof the Company occurred between the end of the financial year of the Company to which theFinancial Statements relate and the date of this Report.
DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Company has in place internal financial control systems commensurate with the sizeand scale of operations.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has no female employee and therefore the provisions of Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 are not applicable.
PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT TO SECTION 134OF THE COMPANIES ACT 2013 RULE 8 OF THE COMPANIES (ACCOUNTS) RULES 2014 AND RULE 5 OFTHE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
EXTRACT OF ANNUAL RETURN (MGT 9)
Pursuant to Section 92 of Companies Act 2013 every Company is required to prepareAnnual Return for the end of previous financial year. Under subsection (3) of the saidSection it is also mandatory to enclose the extract of the Annual Return with DirectorsReport. The extract of the Annual Return as prescribed is enclosed as Annexure I to theDirectors Report.
DETAILS OF BOARD MEETING HELD
Five Board Meetings were held during the year. The Board of Directors of your Companymet on May 30 2017 August 12 2017 September 30 2017 November 13 2017 and February13 2018.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto Directors' Responsibility Statement it is hereby confirmed that:
(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) they have selected such accounting policies 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 the Company at the end of the financial year and loss ofthe Company for year ended on that date;
(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; and
(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;
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and ListingRegulations 2015.
COMPANY'S POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Board had on the recommendation of the Nomination and Remuneration Committee frameda policy for selection and appointment of Directors Key Managerial Personnel and SeniorManagement Personnel and their remuneration.
The Company has no employee mentioned in Section 197 of Companies Act 2013 read withRule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
AUDITORS & AUDITORS REPORT
Members at the last Annual General Meeting appointed M/s. K A M G & AssociatesChartered Accountants (Firm Registration No. 311027E) as the Statutory Auditors of theCompany to hold office for 5 (five) consecutive years till the conclusion of the AnnualGeneral Meeting to be held in the year 2022.
Pursuant to the Companies Amendment Act 2018 the Company need not pass any resolutionfor appointment of Auditors at every Annual General Meeting if Auditors have beenappointed for fixed term of 5 years and there is no change in Auditors is required. M/s. KA M G & Associates Chartered Accountants (Firm Registration No. 311027E) have alsogiven a written consent to the Company for appointment as Auditors and has also given acertificate that they satisfy the criteria prescribed in Section 141 of the Act and theirappointment if made shall be in accordance with the conditions laid down under the Actand Rules.
As such M/s K A M G & Associates will continue to be Statutory Auditor of theCompany and will audit the Book of Accounts of the Company for Financial Year 2018-19.
With respect to the observations of the Auditors in the Main Report / Annexure to theirReport the response of the Management is as under :- Main Report:
The financial controls are commensurate to the scale of business and all the importantand significant transactions of the Company are closely monitored by the Management of theCompany under the superintendence of the Board.
Clause iii and Clause iv Loans given.
The loan to V Hotels Ltd. the Company has 50 percent stake in V Hotels Ltd. In view ofthe present financial position of V Hotels Ltd. it was decided not to charge interest. Thefinancial position of V Hotels Ltd. is expected to strengthen once the legal disputes areresolved. The stake in V Hotels Ltd. was acquired when V Hotels Ltd. was wholly ownedsubsidiary of the Company.
The loan was given to Banzai Estates Private Limited at interest @18% p.a. against thesecurity of the premises admeasuring about 3000 Sq ft. which is being occupied as aCorporate Office of the Company. This loan was given at the time when the Company was tomanage its hotel in Chennai. Banzai Estates Private Limited dropped its plan of hotel andits not paying any interest. However the Company is in possession of the said premisesand is occupying the same.
Clause vii (a) regarding delays in payment of statutory dues:
Due to liquidity problems faced by the Company there has been a delay in payment ofthe statutory dues.
SECRETARIAL AUDIT REPORT
Secretarial Audit' has been introduced under Companies Act 2013. It is complianceaudit by Independent Practicing Company Secretary. As per Section 204 of the CompaniesAct 2013 read with Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 every listed company is required to obtain Secretarial Audit Report'from Independent Practicing Company Secretary.
The Secretarial Audit Report for the financial year ended March 31st 2018is enclosed as Annexure II to the Directors Report.
LOANS GUARANTEES & INVESTMENTS AS OF MARCH 31 2018
|Loans ||Rs. 370000000 |
|Guarantees ||Rs. 1335200000 |
|Investments ||Rs. 220357000 |
There were no loan guarantee and investment made during financial year 2017-18.
RELATED PARTY TRANSACTIONS
All transactions entered into with the Related Parties as defined under the CompaniesAct 2013 during the financial year were in the ordinary course of business and on arm'slength basis and do not attract the provisions of Section 188 of the Companies Act 2013.There were no Material Related Party Transactions during the year. Thus disclosure inForm AOC-2 is not required.
REPORTING OF FRAUDS
There was no instance of fraud during the financial year 2017-18 which required theStatutory Auditors to report to the Audit Committee and/or Board under Section 143(12) ofthe Companies Act 2013 and Rules framed thereunder.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has no activity relating to conservation of energy or technologyabsorption. The Company did not have any foreign exchange earnings as well as there are nooutgoings during the year.
ANNUAL EVALUATION OF BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performance itsCommittees and Individual Directors pursuant to the requirements of the Act and theListing Regulations 2015.
Further the Independent Directors at their exclusive meeting held during the yearreviewed the performance of the Board its Chairman and Non-Executive Directors and otheritems as stipulated under the Listing Regulations 2015.
INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO RULE 5 OF THE COMPANIES(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014
The relevant information pursuant to Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is enclosed as Annexure III to thisReport.
The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism.This has provided a mechanism for Directors and Employees of the Company and other personsdealing with the Company to report to the Chairman of the Audit Committee; any instance ofunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct. CORPORATE GOVERNANCE REPORT
In terms of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 has exempted companies for the time being having paid up share capitalnot exceeding INR 10 crore and net worth not exceeding INR 25 crore as on the last day ofthe previous financial year. Accordingly the Corporate Governance Report does not formpart of the Annual Report for the financial year 2017-18.
In accordance with the requirements of the Companies Act 2013 and SEBI (LODR)Regulations 2015 the Board of Directors of the Company has framed the following policies:
Policy on Related Party Transactions
Code of practices and procedures for fair disclosure of unpublished pricesensitive information
Code of Conduct to regulate monitor and report trading by insiders
Policy for preservation of documents
Policy for determination of materiality of events
The above policies are up-loaded on the Company's website under the web-linkwww.tulipstarhotel.com
ORDERS BY REGULATORS COURTS OR TRIBUNALS
No significant and/or material orders were passed by any regulator or court or tribunalimpacting the going concern status and the Company's operations in future.
Pursuant to intimation from the Promoters the names of the Promoters and entitiescomprising group are disclosed below for the purpose of the SEBI (SubstantialAcquisition of Shares and Takeovers) Regulations 2011:
|Name ||Shares held |
|1. Cox & Kings Limited ||1402500 |
|2. Liz Traders And Agents Private Ltd. (Formerly known as Liz Investments Private Limited) ||666930 |
|3. Sneh Sadan Traders And Agents Limited (Formerly known as Sneh Sadan Graphic Services Limited) ||283000 |
|4. Dr. Ajit B. Kerkar / Mrs. Elisabeth Kerkar ||274070 |
Your Directors take this opportunity to express their sincere gratitude to theShareholders for their continued support.
| ||For and on behalf of the Board |
|Place: Mumbai ||A. B. M. Good |
|Date: May 29 2018 ||Chairman |
| ||(DIN:00189453) |