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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
OPEN 261.00
PREVIOUS CLOSE 283.60
VOLUME 86
52-Week high 283.60
52-Week low 0.00
P/E 23.08
Mkt Cap.(Rs cr) 153
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 261.00
CLOSE 283.60
VOLUME 86
52-Week high 283.60
52-Week low 0.00
P/E 23.08
Mkt Cap.(Rs cr) 153
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

U P Hotels Ltd. (UPHOTELS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 58th Annual Report of the Company for thefinancial year ended March 31 2019.

Financials

(Rs. in lakh)

Current Year Previous Year
2018-19 2017-18
Revenue from Operations 10512.08 9405.31
Other Income 461.33 439.45
Expenditure 10064.30 9309.10
Depreciation 694.29 676.28
Profit before tax 909.11 535.66
Tax expense 253.17 231.01
Profit after tax 655.94 304.65
Other Comprehensive Income (5.87) 54.21
Total Comprehensive Income 650.07 358.85
Profits available for Appropriation 5550.70 4894.76
Transfer to General Reserve - -
Earning Per Equity Share (Basic) 12.15 5.64
Earning Per Equity Share (Diluted) 12.15 5.64

Operations & State of Company's Affairs

Revenue from operations (net) has increased by Rs.1106.77 (11.76%) from Rs. 9405.31lakh (previous year) to Rs. 10512.08 lakh in current year. The other income has increasedby 4.98% from Rs. 439.45 lakh (previous year) to Rs. 461.33 lakh in the current year. Theprofit after tax for the year (before other comprehensive income) was Rs. 655.94 lakh inthe current year against Rs. 304.65 lakh in the previous year a growth of 115.31%. TheTotal Comprehensive

Income was Rs. 650.07 lakh in current year against Rs. 358.86 lakh in the previousyear.

The details on operations & state of affairs of the Company have been given in thereport under Management Discussion & Analysis.

Dividend

No dividend has been recommended by the Board for the financial year ended 31st March2019.

Transfer to General Reserves

During the financial year the Company has not transferred any amount out of theprofits 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 Prusty is Company Secretary of the Company. Mr. Apurv Kumar Mr. RupakGupta and Mr. Prakash Chandra Prusty are the Key Managerial Personnel of the Company.

Mrs. Supriya Gupta will retire by rotation at the ensuing Annual General Meeting beingeligible offers herself for re-appointment at the ensuing Annual General Meeting. TheBoard has recommended for revision in remuneration of Mr. Apurv Kumar and Mr. Rupak Guptaboth Joint Managing Directors and

Chief Financial Officers of the company at the ensuing Annual General Meeting.

The Board has recommended for re-appointment of Mr. Shafi Alam as Independent Directorat the ensuing Annual General Meeting. He has given a declaration that he possessesappropriate skills experience and knowledge in one or more fields as provided under theacts/rules in relation to the company. Mr. Bisheshwar Prasad Singh and Mr. Shafi Alam arethe Independent Directors of the Company. The company has received necessary declarationsform the

Independent Directors under section 149(7) of the Companies Act 2013 that they meetthe criteria of independence as laid down under Section 149(6) of the Companies Act 2013and Regulation 16(b) of Listing Regulations 2015 and compliance with the Code forIndependent Directors prescribed in Schedule IV to the Act. In terms of Regulations 25(8)of the SEBI Listing Regulations the Independent Directors have confirmed that they arenot aware of any circumstance or situation which exists or may be reasonably anticipatedthat could impair or impact their ability to discharge their duties with an objectiveindependent judgment and without any external influence. A separate Meeting of theIndependent Directors pursuant to Section 149(8) and Schedule IV of the Companies

Act 2013 was held on 07.02.2019.

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 March2019 the applicable accounting standards have been followed and there were no materialdepartures; (b) they have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and 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 for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities;

(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 andresponsibilities for people at different hierarchical levels. The Internal FinancialControl

(IFC) system of company comprises due compliances of company's policies and StandardOperating Procedures (SOPs) and internal audit checks. The Audit Committee discusses withthe members of the management considers the systems as laid down meets with internalauditors & statutory auditors to ascertain their views and also takes note of theInternal Audit Reports at appropriate intervals and issue advises to the managementauditors and management for better control timely compliances etc.

Statutory Audit

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 2019. 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 Annexure1 attached to this Report.

Secretarial Audit

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 A. G. G. & Associates Practicing Company Secretaries to undertake theSecretarial Audit of the Company for the year ended 31st March 2019. The SecretarialAudit Report is annexed as Annexure 2. The Secretarial Audit Report containsobservations/qualifications on non-compliances under the provisions of the Companies Act2013 and Listing Regulations. The Board has submitted its replies on the observations/qualifications in the Annexure 1 attached to this Report.

Secretarial Standards

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 been suspended since 25th February 2015 onaccount of non-compliance of erstwhile Listing Agreement & Listing Regulations. Thenon-compliance was not intentional. There have been differences of opinion of few promoterdirectors on the operation of the company and such differences of opinion could not besettled/cured which led to non-compliances. However during the year under review 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.

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 associated withthe Company.

Change in the Nature of Business:

No changes occurred in the nature of business during the financial year under review.

Board Evaluation

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 qualificationspositiveattributes independence of a Director and the policy on remuneration of Directors KeyManagerial Personnel and other employees is given in Annexure 3 and also uploadedin 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

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 inAnnexure4.

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

Five 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. The details role & responsibilities number of meeting etc. ofthe Audit Committee are provided in the Report on Corporate Governance being part of thisreport.

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 thisreport. The details on CSR Funds activities and expenditure are given in Annexure 5. TheCSR policy is 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 Company did not employ any such person whose particulars are required to be givenunder Rule 5(2) and (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended from time to time.

Risk Management

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 risk political 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 42 (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.

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 as Annexure7 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 8 and 9 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 otherstatutory 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.

Other Disclosures i. There was no change in Authorised Share Capital of the companyduring the year under review. ii. The Company has not accepted any deposits during theFinancial Year under review. iii. The Company has not bought back any of its securitiesduring the year under review. iv. The Company has not issued any Sweat Equity Sharesduring 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 the yearunder review. vii. The company did not issue equity shares with differential rights as todividend voting or otherwise. viii. The Auditors have not reported any fraud during theyear under review; ix. As the company has no holding or subsidiary company theinformation relating to receiving remuneration or commission from holding company orsubsidiary company by the Jt. Managing Directors has not arisen. x. No significant andmaterial orders were passed by the regulators during the period under review. xi. Theunclaimed/unpaid dividend amount to be transferred to the ‘Investor Education andProtection Fund' account for the financial year 2011-12 is Rs. 281930/- and correspondingshares are 4251.

Acknowledgement

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

Bisheshwar Prasad Singh Apurv Kumar Rupak Gupta
(Non-Executive Chairman-

(Jt. Managing Director &

(Jt. Managing Director &

Independent Director) CFO) CFO)
DIN: 06949954 DIN: 00043538 DIN: 00007310
ADD: House No. 7 ADD: 28 Shree Vihar ADD: 35-A Friends
Second Floor Colony Near Hotel Colony (East)
Block- A Neeti Bagh Clark Amer J L Nehru New Delhi- 110065
New Delhi-110016 Marg Jaipur- 302018
Date: 02.08.2019
Place: New Delhi