U P Hotels Ltd.
|BSE: 509960||Sector: Services|
|NSE: N.A.||ISIN Code: INE726E01014|
|BSE 00:00 | 24 Feb||U P Hotels Ltd|
|NSE 05:30 | 01 Jan||U P Hotels Ltd|
|BSE: 509960||Sector: Services|
|NSE: N.A.||ISIN Code: INE726E01014|
|BSE 00:00 | 24 Feb||U P Hotels Ltd|
|NSE 05:30 | 01 Jan||U P Hotels Ltd|
Your Directors are pleased to present the 59th Annual Report of the Company for thefinancial year ended March 312020. Financials
Operations & State of Company's Affairs
Revenue from operations (net) has decreased by Rs.758.54 lakh (7.21%) from Rs. 10512.08lakh (previous year) to Rs. 9753.54 lakh in current year. The other income has increasedby 13.26% from Rs. 461.33 lakh (previous year) to Rs. 522.53 lakh in the current year. Theprofit after tax for the year (before other comprehensive income) was Rs. 370.90 lakh inthe current year against Rs. 655.94 lakh in the previous year down by 43.45%. The TotalComprehensive Income is Rs. 443.11 lakh in current year against Rs. 650.07 lakh in theprevious year.
The details on operations & state of affairs of the Company have been given in thereport under Management Discussion & Analysis.
No dividend has been recommended by the Board for the financial year ended 31st March2020.
Transfer to General Reserves During the financial year the Company has not transferredany amount out of the profits of the Company to the General Reserves.
Directors and Key Managerial Personnel
Mr. Apurv Kumar and Mr. Rupak Gupta are the Joint Managing Directors and ChiefFinancial Officers of the company during the year under review. Mr. Prakash Chandra Prustyis Company Secretary of the Company. Mr. Apurv Kumar Mr. Rupak Gupta and Mr. PrakashChandra Prusty are the Key Managerial Personnel of the Company.
Mr. Arvind Kumar will retire by rotation at the ensuing Annual General Meeting beingeligible offers himself for re-appointment at the ensuing Annual General Meeting.
Mr. Bisheshwar Prasad Singh and Mr. Shafi Alam are the Independent Directors of theCompany. The company has received necessary declarations form the Independent Directorsunder section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(b) of Listing Regulations 2015 and compliance with the Code for Independent Directorsprescribed in Schedule IV to the Act. In terms of Regulations 25(8) of the SEBI ListingRegulations the Independent Directors have confirmed that they are not aware of anycircumstance or situation which exists or may be reasonably anticipated that couldimpair or impact their ability to discharge their duties with an objective independentjudgment and without any external influence. A separate Meeting of the IndependentDirectors pursuant to Section 149(8) and Schedule IV of the Companies Act 2013 was heldon 12.02.2020.
The Company has put in place an induction and familiarization program for all itsDirectors including the Independent Directors. The familiarization program for IndependentDirectors in terms of provisions of Regulation 46(2)(i) of Listing Regulations isuploaded on the website of the Company at www.hotelclarks. com.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Act the Board of Directors to the best of theirknowledge and ability state that:
(a) in the preparation of the annual accounts for the financial year ended 31st March2020 the applicable accounting standards have been followed and there were no materialdepartures;
(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 the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;
(d) they have prepared the annual accounts on a going concern basis; and
(e) they have laid down internal financial controls for the company which are adequateand are operating effectively.
(f) they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems are adequate and operating effectively.
Internal Financial Controls
As per Section 134(5)(e) of the Companies Act 2013 Internal Financial Control (IFC)means the policies and procedures adopted by the company for ensuring the orderly andefficient conduct of its business including adherence to 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 reparation of reliablefinancial information.
The Company has a systematic process and well-defined roles and responsibilities forpeople at different hierarchical levels. The Internal Financial Control (IFC) system ofcompany comprises due compliances of company's policies and Standard Operating Procedures(SOPs) and internal audit checks. The Audit Committee discusses with the members of themanagement considers the systems as laid down meets with internal auditors &statutory auditors to ascertain their views and also takes note of the Internal AuditReports at appropriate intervals and issue advises to the management auditors andmanagement for better control timely compliances etc.
Pursuant to the provisions of section 139 of the Companies Act 2013 M/s Satinder Goyal& Co. Chartered Accountants (Firm Registration No.027334N) have been appointed asStatutory Auditors of the Company for a term of five consecutive years to hold officefrom the conclusion of the 56th AGM until the conclusion of 61st AGM of the company to beheld in calendar year 2022. They have confirmed that they are not disqualified fromcontinuing as the auditors of the Company. The Auditors have submitted their Report on thefinancial statements of the Company for the year ended 31st March 2020. The Auditors'qualifications on non-compliances on various provisions of the Companies Act 2013Listing Regulations and other laws applicable to the Company are given in Auditors'Report. The clarifications of the Board on the said qualifications are in the Annexure 1attached to this Report.
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of Directors of the Companyhad appointed Mr. Deepak Bansal of Deepak Bansal & Associates Practicing CompanySecretaries to undertake the Secretarial Audit of the Company for the year ended 31stMarch 2020. The Secretarial Audit Report is annexed as Annexure 2. The Secretarial AuditReport contains observations/qualifications on non-compliances under the provisions of theCompanies Act 2013 and Listing Regulations. The Board has submitted its replies on theobservations/qualifications in the Annexure-1 attached to this Report.
The Company complies with all applicable mandatory Secretarial Standards issued by theInstitute of Company Secretaries of India.
Suspension from trading / Compliance of Regulation 31(2) of SEBI LODR Regulations /Clause 40A of erstwhile Listing Agreement The trading in shares of the company has beensuspended since 25th February 2015 on account of non-compliance of erstwhile ListingAgreement & Listing Regulations. The non-compliance was not intentional. There havebeen differences of opinion of few promoter directors on the operation of the company andsuch differences of opinion could not be settled/cured which led to non-compliances. TheCompany has complied with most of pending compliances and applied to Stock Exchange forrevocation of suspension of trading of shares in the company (revocationapplication'). As on date of this report the revocation application is being evaluated bythe Stock Exchange and further order/advise in this regard is awaited.
Voluntary Delisting of Equity Shares from BSE Limited
Since the Company could not comply with Regulation 38 of Listing Regulations (erstwhileClause 40A of the Listing Agreement) Securities & Exchange Board of India (SEBI) videits order dated 04.06.2013 and 02.12.2014 inter alia directed freezing of voting rightsand corporate benefits with respect to excess of proportionate promoter/promoter groupshareholding and other directions against the promoter shareholders and directors. Theappeal filed before the Securities Appellate Tribunal has been disposed off with certaindirections. The Company had filed an application with Securities and Exchange Board ofIndia for relaxation of its order to enable the promoters to consider voluntary delistingof shares as an option for compliances. SEBI vide its order dated 30.09.2019 granted theU. P. Hotels Limited relaxation from the applicability of regulation 8(1B)(i) of SEBI(Delisting of equity Shares) Regulations 2009 (limited to the extent of compliance withminimum public shareholding norms) for the specific purpose of seeking voluntary delistingof its equity shares subject to certain conditions. Accordingly the Company hasinitiated the process of delisting the equity shares from BSE Limited.
Particulars of Loans Guarantees and Investments
During the financial year under review the company has not granted any loans andadvances to related parties. The investments made by the company are given in the Note No.6 to the Financial Statements.
Financial Performance/Financial Position of Subsidiaries / Associate Companies / JointVentures There are no Subsidiary Companies/Associate Companies/ Joint venture associatedwith the Company.
Change in the Nature of Business:
No changes occurred in the nature of business during the financial year under review.
The annual evaluation of the Board of Directors individual directors and Committeeswas conducted as per the provisions of the Companies Act and Listing Regulations. TheBoard evaluated its own performance and that of its Committees and individual directorsbased on assessment of a structured questionnaire (covering various aspects of the Board'sfunctioning board culture effective participation contribution to the Boardproceedings etc.) furnished by each director / member-director of various committees inrespect of their self assessment as well as the assessment of the Board/Committeesfollowed by the discussions with the directors/ members of the Committees. The entireBoard excluding the Director being evaluated evaluated the performance of eachIndependent Director. The process of review of Non-Independent Directors Chairman and theBoard as a whole and also its Committees were undertaken in a separate meeting ofIndependent Directors. The Independent Directors' meeting also assessed the qualityquantity and timeliness of information required for the Board to perform its dutiesproperly.
Policy on Directors' Appointment and Policy on Remuneration
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act 2013 the Policyon appointment of Board members including criteria for determining qualificationspositive attributes independence of a Director and the policy on remuneration ofDirectors Key Managerial Personnel and other employees is given in Annexure 3 and alsouploaded in the website of the Company at www.hotelclarks.com and its web-link ishttps://www.hotelclarks.com/investor- relations/investor-relations.html
Material changes and Commitments affecting the financial position of the company
There were no material changes and commitments if any affecting the financialposition of the company which have occurred between the end of the financial year of thecompany to which the financial statements relate and the date of the report.
Change in address of registered office of the company
The registered office of the Company is situated at Flat nos. 1101 & 1102 SuryaKiran 19 Kasturba Gandhi Marg New Delhi - 110001. Both flats 1101 and 1102 are onlease. Due to Covid-19 impact the company has decided to discontinue the lease of Flat1101 to save on cost. There will be no change in location of the registered office of thecompany.
Accordingly the change in address of Registered Office will be as follows:
From: 1101 & 1102
Surya Kiran 19
K G Marg
New Delhi - 110001 To: 1102
Surya Kiran 19 K G Marg
New Delhi - 110001
Conservation of Energy Technology Absorption and Foreign Earnings and Outgo
Your company monitors the systems and methods devised in the context of energyconservation on an ongoing basis. The details as per section 134(3)(m) of the CompaniesAct 2013 and Rule 8 of Companies (Accounts) Rules 2014 have been specified in Annexure4.
Whistle Blower/Vigil Mechanism Policy
In line with the provisions of Section 177(9) of the Act and Regulation 22 of the SEBIListing Regulations your company has adopted a policy on Vigil Mechanism / Whistle BlowerPolicy which provides the Directors and employees of the company to report actual orsuspected fraud or violation of your Company's Code of Conduct. The policy provides foradequate safeguards against victimization of directors and employees availing thismechanism and also provides them access to the Chairman of Audit Committee of the Company.The Whistle Blower Policy/Vigil Mechanism is available at company's website atwww.hotelclarks.com and its web-link ishttps://www.hotelclarks.com/investor-relations/investor-relations.html
Meetings of the Board
Six meetings of the Board were held during the year under review. For further detailsplease refer to Corporate Governance Report being part of this report. Audit Committee
The Audit Committee of the Company during the period under review comprised of JusticeMr. B. P. Singh (Retd.) - Chairman Mr. Arvind Kumar & Mr. Shafi Alam as members. Thedetails role & responsibilities number of meeting etc. of the Audit Committee areprovided in the Report on Corporate Governance being part of this report.
Nomination & Remuneration Committee Stakeholders' Relationship Committee
The details on composition meetings etc. of Nomination & Remuneration Committeeand Stakeholders' Relationship Committee have been given in Corporate Governance Reportbeing part of this report.
Corporate Social Responsibility
The details on the composition role & responsibilities of the Corporate SocialResponsibility (CSR) Committee are provided in the Report on Corporate Governance beingpart of this report. The brief outline of the CSR Policy of your Company and theinitiatives undertaken by your Company on CSR activities during the year are set out inthe Annual Report on CSR activities marked as "Annexure 5" of this report. Thedetails on CSR Funds activities and expenditure are given in Annexure 5. The CSR policyis available on the website of the Company www.hotelclarks.com.
Particulars of Employees and Related Disclosures
The table containing the names and other Particulars of employees of the Company inaccordance with the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure 6 of the Board's report.
The details of employees whose particulars are required to be given under Rule 5(2) and(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time are given in Annexure 6 of the Boards' report.
Risk is an integral and unavoidable component of business and your company is committedto managing the risk in a proactive and effective manner. In today's challenging andcompetitive environment strategies for mitigating inherent risks in accomplishing thegrowth plans of the Company are imperative. The common risks inter alia are: Regulationscompetition business risk technology obsolescence investments retention of talent andexpansion of facilities. Business risk inter-alia further includes financial riskpolitical risk legal risk.
The company has formulated a Policy on Risk Management for identification evaluationmonitoring and minimization of identifiable risks and to ensure business growth withfinancial stability of the Company. The Audit Committee discusses on these matters atfrequent intervals and issue necessary guidance.
Contracts and Arrangements with Related Parties
There have been transactions entered into by the Company with related parties duringthe year under review. The related party transactions have been mentioned at the Notes No.30 and 41 (c) of the Notes on Financial Statements. Since the related party transactionsare inter alia part of a legal case pending before the National Company Law Tribunal("NCLT") the Board was of the opinion that any decision of the Board on therelated party transactions may be contrary to the decision of the NCLT which may not beexecutable later. Accordingly the Board has deferred its decision on approving relatedparty transactions till the final decision of NCLT. Hence the disclosures of particularsof contracts/arrangements entered into by the company with related parties & beingpart of the pending legal case have not been disclosed in the Form prescribed under theAct. However the particulars of related party transactions approved by Audit Committeeand Board of Directors have been disclosed in the prescribed Form attached herewith asAnnexure 7.
Extract of Annual Return
The extract of annual return in form MGT-9 as per Sec-92(3) and Rule-12(1) of theCompanies Management and Administrative Rule 2014 of the Company is enclosed herewith asAnnexure 8 and is also available at the web-link ishttps://www.hotelclarks.com/investor-relations/investor-relations.html
Management Discussion & Analysis and Corporate Governance
The Reports on the Management Discussion & Analysis and Corporate Governance asrequired under Listing Regulations form an integral part of this report and are set out inAnnexure 9 and 10 respectively to this Annual Report.
A certificate from the Company Secretary in Practice certifying compliance ofconditions of Corporate Governance as stipulated in the Listing Regulations is annexedwith the report on Corporate Governance.
The Company has received a certificate from a Company Secretary in Practice certifyingto the Board that none of the directors on the Board of Directors of the Company have beendebarred or disqualified from being appointed or continuing as directors of companies bySEBI/Ministry of Corporate Affairs or any other statutory authority is required.
Prevention of Sexual Harassment
The Company has adopted a policy on prevention of sexual harassment under the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and therules framed thereunder. Internal Committee have been constituted in accordance with theprovisions of the said Act to redress complaints. During the year no case of sexualharassment was reported by any female.
i. There was no change in Authorised Share Capital of the company during the year underreview.
ii. The Company has not accepted any deposits during the Financial Year under review.
iii. The Company has not bought back any of its securities during the year underreview.
iv. The Company has not issued any Sweat Equity Shares during the year under review.
v. No Bonus Shares were issued during the year under review.
vi. The Company has not provided any Stock Option Scheme to the employees during theyear under review.
vii. The company did not issue equity shares with differential rights as to dividendvoting or otherwise.
viii. The Auditors have not reported any fraud during the year under review;
ix. As the company has no holding or subsidiary company the information relating toreceiving remuneration or commission from holding company or subsidiary company by the Jt.Managing Directors has not arisen.
x. No significant and material orders were passed by the regulators during the periodunder review.
xi. The Company has paid Annual Listing fee to BSE Limited for the Financial Year2020-21.
xii. The unclaimed /unpaid dividend amount to be transferred to the IEPF account forthe Financial Year 2012-13 is Rs.131315/- and corresponding shares are 26263.
The Board expresses its sincere appreciation to bankers business associatesconsultants and various Government Authorities for their continued support extended toyour company during the year under review. Your Directors also acknowledge gratefully theshareholders for their support and confidence reposed on your Company.
For and on behalf of Board for U. P. Hotels Limited