Mar 31, 2018
Dear Shareholderâs
The Directors are pleased to present 15th Annual Report on business and operations with the audited financial statement for the year ended 31st March, 2018:
Demerger
The National Company Law Tribunal (NCLT), Mumbai Bench by its order dated 9th March, 2017 directed the Company to convene a meeting of Shareholders. Accordingly a Court Convened Meeting of Shareholders was held on 27th April, 2017 for the purpose of considering and if thought fit, approving, the Scheme of Arrangement between Talwalkars Better Value Fitness Limited (âDemerged Companyâ) and Talwalkars Lifestyles Limited (âResulting Companyâ) and their respective shareholders. As per the Scrutiniserâs Report dated 27th April, 2017, the Shareholders of the Company approved the said Scheme of Arrangement. The Scheme of Arrangement was sanctioned by the Honâble National Company Law Tribunal, Mumbai Bench on 21st December, 2017. The certified true copy of order of Honâble National Company Law Tribunal was filed with the Registrar of Companies on 20th February, 2018 and accordingly, the scheme has become effective from 20th February, 2018.
Accordingly, the Resulting Company named as on the date of this report as Talwalkars Lifestyles Limited (TLL), is the Company to which the entire Gym business is transferred and the cost of acquisition of its share is 71.04%. The existing Company i.e. Talwalkars Better Value Fitness Limited (TBVFL) has retained all other business other than the Gym business and its cost is 28.96%.
In consideration of the demerger scheme, Talwalkars Lifestyles Limited has issued and allotted equity shares to the shareholders of Talwalkars Better Value Fitness Limited in the share entitlement ratio of 1:1 i.e. one (1) equity share of Rs. 10/- (Rupees Ten only) each in TLL for every one (1) equity share of Rs. 10/- (Rupees Ten only) each in TBVFL, held by each shareholder as on record date of 28th March, 2018.
Financial Highlights
The Company has adopted Indian Accounting Standards (âIndASâ) pursuant to notification issued by the Ministry of Corporate Affairs dated 16th February, 2015 and as prescribed under Section 133 of the Companies Act, 2013 read with the relevant rules made thereunder from 1st April, 2016 being the date of transition as per IndAS.
Financial statement for the year ended and as at 31st March, 2017 has been restated to confirm to IndAS. The highlights of your Companyâs standalone financial performance for the year ended 31st March, 2018 are summarised below:
Rs.in millions
Summarized Financial Results |
March 31, 2018 |
March 31, 2017 |
Revenue from operations |
572.83 |
493.49 |
Other Income |
31.98 |
30.53 |
Total Income |
604.81 |
524.02 |
Profit before interest, depreciation and taxation |
421.45 |
343.46 |
Financial Expenses |
103.22 |
78.49 |
Depreciation |
178.72 |
126.17 |
Exceptional Items |
- |
- |
Profit before tax |
139.51 |
138.80 |
Provision for taxation |
26.17 |
21.50 |
Deferred Tax |
11.13 |
26.18 |
Profit after tax but before minority interest |
102.21 |
91.12 |
Share of minority interest |
- |
- |
Profit after tax |
102.21 |
91.12 |
Excess provision of Income Tax written back |
- |
- |
Balance brought forward |
617.34 |
526.22 |
Total available for appropriation |
719.55 |
617.34 |
Proposed Dividend |
- |
- |
Corporate Dividend Tax |
- |
- |
Debenture Redemption Reserve |
- |
- |
General Reserve |
- |
- |
Balance carried forward |
719.55 |
617.34 |
Our Business
Vide the Scheme of Arrangement between Talwalkars Better Value Fitness Limited (âDemerged Companyâ) and Talwalkars Lifestyles Limited (âResulting Companyâ) and their respective shareholders, the management of Demerged Company has demerged the Gym Business by transferring the same to Talwalkars Lifestyles Limited. Post sanction of the Scheme of Arrangement by NCLT, the business of your Company is to render different types of healthcare and beauty services including diet, nutrition-based weight-loss programs like Reduce, Nuform, yoga, physiotherapy, Zumba, Zorba, and other allied lifestyle and wellness activities etc.
Review of Operations
Riding the brand goodwill and management competence, our Income from Operations (Net) on a standalone basis grew at a 2 year CAGR (Financial Years 2016-17 and 2017-18) of 16.08% achieving Rs. 572.83 millions during financial year. Similarly, our EBITDA and Profits after Tax on a standalone basis for the year ended 31st March, 2018, were Rs. 389.47 millions and Rs. 102.20 millions respectively, growing at a 2 year CAGR (Financial Years 2016-17 and 2017-18) of 24.47% and 12.18% respectively.
During the year along with the financial performance, your Companyâs profit before tax as well as profit after tax and minority interest recorded a healthy growth of 0.53% and 12.18% respectively. The volume of the business also displayed an increase of 16.08% over last year.
No material changes affecting the financial position of the Company have occurred between the end of the financial year 2017-18 and the date of this Report, 7th May, 2018.
Share capital
During the year, the Company issued 13,00,000 Equity shares of Rs. 10/- each at a premium of Rs. 308.33/- on a preferential basis in terms of Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009. The funds have been used to finance the short term and long term working capital requirement of the business on one hand and to support the future growth plans of the Company, on the other.
Dividend
Your Directors are pleased to recommend for the consideration of shareholders, a dividend @5% (Re.0.50/- per equity share of Rs. 10/-) for the year ended on 31st March, 2018. The dividend has been recommended in accordance with your Companyâs policy of balancing dividend pay-out with the requirement of funds for its growth plans.
Reserves
The Directors have decided to retain the entire amount of Rs. 719.55 millions in the Profit and Loss Account.
Deposits
During the year under review, Company has not accepted any fixed deposits from the public falling within the purview of Section 73 of the Companies Act, 2013 (herein after referred to as âthe Actâ) and rules framed there under.
Subsidiaries
The Company has two subsidiaries as on 31st March, 2018. There has been no material change in the nature of the business of the subsidiaries. There are no Associate Companies or Joint Venture Companies within the meaning of Section 2(6) of the Act.
Pursuant to the provisions of Section 129(3) of the Act, a statement containing the salient features of financial statements of the Companyâs Subsidiaries in Form AOC-1 is attached to this Report as Annexure-I. Further, pursuant to the provisions of Section 136 of the Act, the financial statement of the Company, consolidated financial statement and the financial statements of subsidiaries, are available on the website of the Company. The Company has formulated a policy for determining material subsidiaries. The Policy may be accessed at the link: http://www.talwalkars.net/admin/investor/Po licyforMaterialSubsidiary12716164544408-7249c.pdf
Management Discussion and Analysis
A detailed Management Discussion and Analysis forms part of this Annual Report.
Corporate Social Responsibility (CSR)
The CSR policy of your Company is aimed at exhibiting care and concern for the Society. The Company broadly undertakes the activities related to health awareness, education, medical checkups, promotion of Art and culture etc. The Board plans to increase CSR expenses.
The initiatives undertaken by the Company on CSR activities during the year are set out in Annexure - II of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy on CSR as approved by the Board has been uploaded on the Companyâs website. CSR Policy may be accessed at http://www.talwalkars.net/admin/investor/ CSRPolicy12716164414123-0a542.pdf
Secretarial Standards
The Company complies with all the applicable Secretarial Standards.
Directors and Key Managerial Personnel
In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Vinayak Gawande (DIN: 00324591) and Mr. Girish Talwalkar (DIN: 00341675), Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. Resolutions for their re-appointment will be placed for your approval at the ensuing Annual General Meeting.
During the year Mr. Girish Talwalkar (DIN: 00341675), Executive Chairman of the Company was re-designated as Non-Executive Chairman with effect from 29th March, 2018.
Mr. Dinesh Afzulpurkar (DIN:05313394), Independent Director of the Company of the Company resigned from the Board with effect from 29th March, 2018 due to preoccupation. Your Directors placed on record its heartfelt gratitude for his valuable contribution towards the success of the Company.
Mr. Prashant Talwalkar, Managing Director and Chief Executive Officer, Mr. Madhukar Talwalkar, Mr. Girish Talwalkar, Mr. Anant Gawande, Mr. Vinayak Gawande, Mr. Harsha Bhatkal, Wholetime Directors, Mr. Girish Nayak, Chief Financial Officer and Ms. Avanti Sankav, Company Secretary and Compliance Officer of the Company are the Key Managerial Personnel of the Company in terms of Section 2 (51) read with Section 203 (1) of the Companies Act, 2013.
During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.
Independent Directors of your Company have given declaration confirming their independence and fair conduct in performance as provided in Section 149 of the Act and the SEBI Listing Regulations Requirements of the Stock Exchanges.
Ten Board meetings were held during the Financial Year 2017-18 with requisite quorum present for each of them, the details of which are given in the Corporate Governance Report.
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own performance as well as that of its Committees and individual Directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI Listing Regulations. The performance of the Board was evaluated after seeking inputs from all the Directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning etc. The Guidance Note issued by the Securities and Exchange Board of India on Board Evaluation was duly considered while conducting the evaluation.
In a separate meeting of Independent Directors, performance of non-Independent Directors and the Board as a whole was evaluated, taking into account the views of Executive Directors and Non-Executive Directors. The same was discussed in the Board Meeting that followed the meeting of the Independent Directors, at which the performance of the Board, its Committees and individual Directors was also discussed. Performance evaluation of independent Directors was done by the entire Board, excluding the independent Director being evaluated.
Companyâs Policy on Directorsâ Appointment and Remuneration
The Companyâs policy on Directorsâ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this report.
Audit Committee
The details pertaining to composition, functions performed and meetings of Audit Committee are included in the Corporate Governance Report, which forms part of this report.
Your Directors highly value the suggestions of the Audit Committee and have never turned down any of it.
Related Party Transactions
In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulations, your Company has formulated a Policy on Related Party Transactions which is also available on the Companyâs website at http://www.talwalkars.net/admin/investor/ PolicyonRelatedPartyTransactions12716165958474-995fe.pdf
The Policy intends to ensure that proper reporting, approval and disclosure processes are in place for all transactions between the Company and Related Parties.
All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval is obtained for Related Party Transactions on a quarterly basis for transactions which are of repetitive nature and / or entered in the ordinary course of Business and are at Armâs Length basis. These transactions were entered as per the Companyâs Policy on Related Party transactions. No related party transaction was in conflict with the interests of the Company.
No Significant Material Related Party Transactions were entered during the year by your Company. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013, in Form AOC-2 is not applicable.
Risk Management
Your Company has constituted Risk Management Committee to identify and mitigate various risks faced by the Company from time to time. The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report.
Particulars of loans, guarantees and Investments
The particulars of loans, guarantees and investments have been disclosed in the financial statement forming part of this Annual Report and the same were given for the principal business activities.
Particulars of Employees
Pursuant to Section 197 of the Act, read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, none of the employees of the Company was in receipt of the remuneration during the financial year 2017-18, which in aggregate was in excess of Rs. 1.02 crores per year or Rs. 8.5 lakhs per month or in excess of the remuneration drawn by the Managing Director or Whole-time Director or Manager and holds by himself or along with his spouse and dependent children two percent or more of the equity shares of the Company.
The statement of particulars of appointment and remuneration of managerial personnel pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is as under:
(i) Ratio of the remuneration of each Director to the median remuneration of the Employees of the Company for the financial year 2017-18 and the percentage increase in remuneration of each Director, Chief Executive Officer, Chief Financial Officer and Company Secretary during the financial year 2017-18:
Sr. No. |
Name of Director/KMP |
Designation |
Ratio of remuneration of each Director to median remuneration of Employees |
Percentage increase in remuneration |
1 |
Girish Talwalkar |
Non-Executive Chairman |
-- |
-- |
2 |
Madhukar Talwalkar |
Whole-time Director |
6.07 |
-- |
3 |
Prashant Talwalkar |
Managing Director & CEO |
-- |
-- |
4 |
Vinayak Gawande |
Whole-time Director |
-- |
-- |
5 |
Anant Gawande |
Whole-time Director |
-- |
-- |
6 |
Harsha Bhatkal |
Whole-time Director |
-- |
-- |
7 |
Manohar Bhide |
Independent Director |
0.13 |
-- |
8 |
Raman Maroo |
Independent Director |
0.09 |
-- |
9 |
Mohan Jayakar |
Independent Director |
0.03 |
-- |
10 |
Avinash Phadke |
Independent Director |
0.07 |
-- |
11 |
Abhijeet Patil |
Independent Director |
0.28 |
-- |
12 |
Dinesh Afzulpurkar# |
Independent Director |
-- |
-- |
13 |
Mrunalini Deshmukh |
Independent Director |
0.06 |
-- |
14 |
Avanti Sankav |
Company Secretary |
Not Applicable |
15.32 |
15 |
Girish Nayak |
Chief Financial Officer |
Not Applicable |
32.41 |
# Mr. Dinesh Afzulpurkar has resigned as Independent Director w.e.f. 29th March, 2018
(ii) The percentage increase in the median remuneration of employees in the financial year: 15.08%.
(iii) Permanent employees on the roll as on 31st March, 2018: 9
(iv) During the Financial year 2017-18, there was an average 19.05 % increasein the salaries of employees other than the managerial personnel in the last financial year. Managerial Remuneration rose by 23.86 % in line with the volume of the Companyâs business and profits earned by it and their responsibilities.
(v) We hereby affirm that the remuneration paid is as per the remuneration policy of the Company.
Directorsâ Responsibility Statement
In accordance with the provisions of Section 134(5) of the Act, your Directors confirm that:
(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;
(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;
(c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts on a going concern basis;
(e) The Directors laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively;
Based on the framework of internal financial controls and compliance systems established by the Company, work performed by the internal, statutory and secretarial auditors, including audit of internal financial controls over financial reporting by the statutory auditors, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during financial year 2017-18.
Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Conservation of Energy and Technology absorption are not applicable to the Company.
Auditors
Statutory Auditor
M. K. Dandeker & Co., Chartered Accountants (Firm Registration Number: 000679S) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 8th September, 2016, for a term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting.
Auditors report and Secretarial Audit Report
The Auditors Report and Secretarial Audit Report do not contain any qualification, reservation or adverse remarks. Secretarial Audit Report is attached to this report.
Details of the statutory orders impacting the Company
Honâble National Company Law Tribunal, Mumbai Bench passed an order on 21st December, 2017 approving the Scheme of Arrangement between Talwalkars Better Value Fitness Limited (âDemerged Companyâ) and Talwalkars Lifestyles Limited (âResulting Companyâ) and their respective shareholders.
Other than the one mentioned above, no significant and material orders were passed by the Regulators or Courts or Tribunals impacting the going concern status and the Companyâs operations in future.
Extract of the Annual Return
The extract of annual return in Form MGT-9 as required under Section 92(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014 is appended as an Annexure -IV to this Annual Report.
Corporate Governance
As per SEBI Listing Regulations, Corporate Governance Report with a certificate of Practicing Company Secretary is attached, which forms part of this report.
Acknowledgement
Your Directors take this opportunity to place on record its appreciation of sincere efforts put in by the employees of the Company in making the Company excel in its services.
Your Directors sincerely thank all the investors, members, bankers, financial institutions, business associates, regulatory and government authorities for their continued support, assistance and valuable co-operation in the growth of company.
For and on behalf of the Board
Talwalkars Better Value Fitness Limited
Prashant Talwalkar Anant Gawande
Managing Director & CEO Whole-time Director
DIN: 00341715 DIN: 00324734
Date:7th May, 2018
Place: Mumbai
Mar 31, 2015
Dear Members,
The Directors are pleased to present 12th Annual Report on business
and operations with the audited financial statement for the year ended
31st March, 2015:
BUSINESS AND FINANCIAL HIGHLIGHTS
Financial Highlights
The highlights of your Company's stand-alone financial performance for
the year ended 31st March, 2015 are summarised below:
Rs. in millions
31.03.2015 31.03.2014
Total Income 2248.71 1808.73
Profit before interest, 1134.90 814.55
depreciation and taxation
Financial Expenses 109.14 95.60
Depreciation 366.77 222.66
Exceptional Items - (0.28)
Profit before tax 658.99 496.01
Provision for taxation 211.68 119.37
Deferred Tax 17.47 42.63
Profit after tax but before 429.84 334.01
minority interest
Share of minority interest - -
Profit after tax 429.84 334.01
Excess provision of Income - -
Tax written back
Balance brought forward 852.10 618.82
Total available for appropriation 1281.94 952.83
Proposed Dividend 39.27 39.27
Corporate Dividend Tax 7.85 6.67
Debenture Redemption reserve 48.03 38.09
General Reserve 21.49 16.70
Depreciation adjusted 8.02 -
Arrears of depreciation 41.40 -
Balance carried forward 1115.88 852.10
Our Business
Your Company continues its leadership position as largest Fitness Chain
with 150 health clubs across 79 cities and towns. For over 80 years,
Talwalkars has dominated and led the gymming business in India,
committing itself in making India, Healthy and Fit. It's USP is the
pan-India health fitness chain providing world-class gymming
experience, facilitated by the professional trainers. The Company has a
state-of-the Art training Institute in Thane that focuses on creating
industry- ready professionals to man its pan-India outlets.
Your Company works out for reversing the ever growing reality of
lifestyle-induced illnesses and ensuring overall wellness of the
members.
Review of Operations
Your Company provides the diverse fitness services apart from the
standard gymming and fitness solutions like Zumba® programme, Spa,
Massage, Aerobics, Yoga, Nuform, Reduce and Transform which is a unique
combination of Nuform and Reduce through two formats "Talwalkars"
(large size formats mostly located in Metros) and "HiFi" (low cost
format located in non-metro locations.)
During the year, along with the financial performance on stand-alone
basis, on a consolidated basis also, your Company's profit before tax
as well as profit after tax and minority interest recorded a healthy
growth of 26.48% and 25.93% respectively. The volume of the business
also displayed an increase of 20.58% over last year.
No material changes affecting the financial position of the Company
have occurred between the end of the financial year 2014-15 and the
date of this Report, 7th May, 2015.
Dividend
Your Directors are pleased to recommend for the consideration of
members, a dividend @15% ( Rs.1.50/- per equity share of Rs.10/-) for
the year ended on 31st March, 2015. The dividend has been recommended
in accordance with your Company's policy of balancing dividend pay-out
with the requirement of funds for its growth plans.
Reserves
The Directors proposes to transfer Rs. 21.49 million (5% of the
net profit) to the General Reserve out of the amount available for
appropriations and an amount of Rs.1115.88 million is proposed to be
retained in the Profit and Loss Account.
Deposits
During the year under review, Company has not accepted any fixed
deposits from the public falling within the purview of Section 73 of
the Companies Act, 2013 and rules framed there under.
Subsidiaries
Your Company's subsidiary model encompasses the full services fitness
centres under the Talwalkars brand with each fitness outlet spread
across around 4,000 - 5,000 sq. ft. largely targeting customers in Tier
I and Tier II cities. This prudently structured model ensures lower
capex outflows and cash flow accretive incomes through royalty receipt.
This model also keeps open the buyout of the subsidiary fitness centre
at any point of time through optimal valuations.
Pursuant to the first proviso to Section 129(3) of the Companies Act,
2013 and Rule 5 and 8(1) of the Companies (Accounts) Rules, 2014, the
salient features of the financial statement, performance and financial
position of subsidiaries are given in Form AOC - 1 as Annexure - I to
this Report. Your Company has the following subsidiaries:
(1) Denovo Enterprises Private Limited with gym spread in Northern and
Western India.
(2) Equinox Wellness Private Limited with gym spread in Eastern India.
(3) Aspire Fitness Private Limited with gym spread in Western India.
(4) Jyotsna Fitness Private Limited with gym spread in Western India.
(5) Talwalkars Club Private Limited: This wholly-owned Subsidiary is
incorporated in March, 2014 to own, lease and manage recreational/
lifestyle clubs by providing all kinds of sports, games, recreational
and hospitality facilities.
The Company has framed a policy for determining material subsidiaries,
which has been uploaded on the Company's website (web link:
http://talwalkars.net/pdf/Policy%20for%20 Material%20Subsidiary.pdf).
HiFi
Talwalkars is present across the horizontal as well as the vertical
value chain by not only operating the full service "Talwalkars" brand
but also by operating the cost effective HiFi brand (short for Healthy
India Fit India) of fitness centres which are largely located in Tier
II and III towns and appeal to this segment. All gyms under this format
are franchised.
Management Discussion and Analysis
A detailed Management Discussion and Analysis forms part of this Annual
Report.
Corporate Social Responsibility
Pursuant to the provisions of Section 135 of the Companies Act, 2013
read with Companies (Corporate Social Responsibility Policy) Rules,
2014, during the year, the Company should have spent Rs.7.55 millions
on CSR activities. The actual spend was Rs.2.51 millions. The Company
broadly undertakes the activities related to health awareness,
education, medical check-ups, promotion of Art and culture etc. The
Board plans to increase CSR expenses especially in the area of health
awareness. Details of CSR activities are given in Annexure - II to this
Report. The policy on CSR as approved by the Board has been uploaded on
the Company's website www.talwalkars.net.
DIRECTORS' RESPONSIBILITY STATEMENT
In accordance with the provisions of Section 134(5) of the Companies
Act 2013, your Directors confirm that:
(a) In the preparation of the annual accounts, the applicable
accounting standards have been followed and there are no material
departures;
(b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year and of the profit of
the Company for that period;
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
(d) The Directors have prepared the annual accounts on a going concern
basis; and
(e) The Directors laid down internal financial controls to be followed
by the Company and that such internal financial controls are adequate
and were operating effectively.
(f) The Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
DIRECTORS, BOARD COMMITTEE, KMP AND REMUNERATION
Directors
Your Company has thirteen Directors including six Independent Directors
and a woman Director in accordance with Corporate Governance norms of
the Listing Agreement with the Stock Exchanges and the provisions of
the Companies Act, 2013.
Independent Directors of your Company have given declaration confirming
their independence and fair conduct in performance as prescribed in
both Companies Act and Clause 49 of the Listing Agreement with the
Stock Exchanges.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Madhukar Talwalkar and Mr.
Vinayak Gawande, Directors of the Company retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for
reappointment. Resolutions for the re-appointment will be placed for
your approval at the ensuing Annual General Meeting.
Ten Board meetings were held during the Financial Year 2014- 15 with
requisite quorum present for each of them, the details of which are
given in the Corporate Governance Report.
Changes in Directorships
Pursuant to resignation of Mr. Madhukar Talwalkar from the post of
Executive Chairman w.e.f. 17th November, 2014, Mr. Girish Talwalkar,
Whole-time Director has been appointed as the Chairman of your Company.
Mr. Madhukar Talwalkar has continued to be part of the promoter group
of the Board of Directors of the Company.
In terms of Section 149 and 161 of the Companies Act, 2013, read with
the Companies (Appointment and Qualification of Directors) Rules, 2014
and Clause 49 of the Listing Agreement, Mrs. Mrunalini Deshmukh has
been appointed as an Additional Director of Company w.e.f. 24th March,
2015. In terms of Section 161, she holds office only upto the ensuing
Annual General Meeting. The Company has received requisite notice under
Section 160 of the Companies Act, 2013 in writing from a member along
with the requisite deposit proposing her candidature for the office of
Director of the Company. Resolution seeking approval of the Members
for her appointment as Director of the Company, has been incorporated
in the Notice of the ensuing Annual General Meeting along with brief
details about her.
Board Evaluation
In compliance with the provisions of Section 134(3)(p) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement with the Stock
Exchanges, The Board carried out an annual evaluation of its own
performance and individual directors. It also evaluated the performance
of its Committees. The evaluation inter alia covered different aspects
viz. composition of the Board and its Committees, qualifications,
performance, inter-personal skills, submissions done by the Director in
varied disciplines related to the Company's business etc.
Company's Policy on Directors' Appointment and Remuneration
Your Company believes that an effective Board is a prerequisite for
growth of an organization. Also, though Remuneration or Emoluments is
theoretically defined as the salary or pay for the work done, your
Company looks at it as a reward for the efforts and initiatives. The
Company has a well defined Remuneration Policy for the Directors and
Employees. The Nomination and Remuneration Committee of the Company, has
carefully balanced the qualification, positive attributes and
independence of a Director with the remuneration/ compensation given
with a due regard to the motivation and encouragement to the Directors
and employees to put their best foot forward. The Committee has also
formulated the evaluation criteria for performance evaluation of
independent directors and the Board adopted a report on the same and
also devised a policy on Board diversity.
Audit Committee
Audit Committee of your Company comprises of Mr. Abhijeet Patil
(Independent Director and Chairman of the Committee), Dr. Avinash
Phadke (Independent Director and Member of the Committee) and Mr. Anant
Gawande (Whole-time Director & CFO and Member of the Committee). Your
Directors highly value the suggestions of the Audit Committee and have
never turned down any of it. The functions performed by the Audit
Committee and the particulars of meetings held and attendance thereat
are given in the Corporate Governance Report.
Related Party Transactions
During the year under review, all related party transactions entered
into by the Company were in the ordinary course of business and on an
arm's length basis. No related party transaction was in conflict with
the interests of the Company. All Related Party Transactions were
placed before the Audit Committee for its review and approval. These
transactions were entered as per the Company's Policy on Related Party
transactions. Your Company has not entered into materially significant
related party transactions with any of its related parties. The policy
on Related Party Transactions as approved by the Board has been
uploaded on the Company's website www. talwalkars.net (web link :
http://talwalkars.net/pdf/Policy%20
on%20Related%20Party%20Transactions.pdf).
Risk Management
Your Company has constituted Risk Management Committee to identify and
mitigate various risks faced by the Company from time to time. The
details of the Risk Management Committee and its terms of reference are
set out in the Corporate Governance Report.
Particulars of loans, guarantees and Investments
The particulars of loans, guarantees and investments have been
disclosed in the financial statement forming part of this Annual Report
and the same were given for the principal business activities.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Conservation of Energy and Technology absorption are not applicable to
the Company.
Foreign Exchange earnings and Outgo:
Rs. in millions
particular 2014-15 2013-14
Total foreign _ 0.64
exchange earnings
Total foreign 5.08 66.69
exchange outgo
Vigil Mechanism/ Whistle blower policy
Your Company promotes ethical behavior in its business activities and is
progressive in designing a mechanism of reporting the grievances,
illegal or unethical behavior or any other genuine concern by any
employee of the Company. The Company takes utmost care to maintain the
confidentiality of those, reporting the concerns/problems/violations and
such people are not subjected to any discriminatory practice.
Whistleblower policy on the same is uploaded on Company's website
www.talwalkars.net
Particulars of Employees
Pursuant to Section 197 of the Companies Act, 2013 (Act), read with
Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, None of the employees of the Company was in
receipt of the remuneration during the financial year 2014-15, in
excess of Rs.60 lakhs per year or Rs.5 lakhs per month or in excess of
the remuneration drawn by the Managing Director or Whole-time Director
or Manager or holds by himself or along with his spouse and dependent
children two percent or more of the equity shares of the Company.
The statement of particulars of appointment and remuneration of
managerial personnel pursuant to Rule 5 of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014 is as under:
(i) Ratio of the remuneration of each Executive Director to the median
remuneration of the Employees of the Company for the financial year
2014-15, the percentage increase in remuneration of Chief Executive
Officer, Chief Financial Officer and other Executive Director and
Company Secretary during the financial year 2014-15:
Sr. Name of Executive Designation Ratio of remuneration
No Director of each director to
medianremuneration
of Employees
1 Girish Talwalkar Executive 3.49 : 1
Chairman
2 Madhukar Talwalkar Whole-time 4.65 : 1
Director
3 Vinayak Gawande Whole-time 4.65 : 1
Director
4 Prashant Talwalkar Managing 4.65 : 1
Director & CEO
5 Anant Gawande Whole-time 4.65 : 1
Director & CFO
6 Harsha Bhatkal Whole-time 4.65 : 1
Director
7 Avanti Sankav Company Not Applicable
Secretary
Sr. Name of Executive Percentage increase in
No Director remureation
1 Girish Talwalkar (25.00)
2 Madhukar Talwalkar -
3 Vinayak Gawande -
4 Prashant Talwalkar -
5 Anant Gawande -
6 Harsha Bhatkal -
7 Avanti Sankav 10.96
(ii) The percentage increase in the median remuneration of Employees
for the financial year ended 31st March, 2015 was 6.93%.
(iii) Permanent employees on the roll as on 31st March, 2015:17.
(iv) The explanation on the relationship between average increase in
remuneration and Company performance: PAT for the year ended 31st
March, 2015 increased by 28.69% and the median remuneration by 6.93%
(v) The comparison of the remuneration of the Key Managerial Personnel
against the performance of the Company: PAT for the year ended 31st
March, 2015 increased by 28.69% and the remuneration of the Key
Managerial Personnel by 10.96%.
(vi) Variations in the market capitalisation of the Company, price
earnings ratio as at the closing date of the current financial year and
previous financial year and percentage increase or decrease in the
market quotations of the shares of the Company in comparison to the
rate at which the Company came out with the last public offer:
Sr. Particulars As at 31st March, As at 31st March,
No. 2015 2014
1. Market BSE Rs.9728.82 BSE Rs.4213.81
Capitalisation millions millions
NSE Rs.9787.72 NSE Rs.4221.67
millions millions
2. Price Earnings BSE 22.63 BSE 12.61
Ratio NSE 22.77 NSE 12.64
The Company came with an Initial Public Offer in April, 2010 at the
price of Rs.128/- per equity share at premium of Rs.118/- of face value
Rs.10/- each. As on 31st March, 2015, the closing price of the
Company's share was Rs.371.60 on BSE Limited (increase of 290% over the
share price at its last public offer) and Rs.373.85 on The National
Stock Exchange of India Limited (increase of 290% over the share price
at its last public offer).
(vii) During the financial year 2014-15, there was an average 8.51%
increase in the salaries of employees other than the managerial
personnel. Remuneration of the key managerial personnel rose by 10.96%
in line with the volume of the Company's business and profits earned by
it and their responsibilities.
(viii) The key parameters for any variable component of remuneration
availed by the directors: No variable component of remuneration is
availed by the Directors.
(ix) During the year ended, 31st March, 2015, the ratio of the
remuneration of the highest paid director to that of the employees who
are not directors but receive remuneration in excess of the highest
paid director during the financial year was 0.82:1.
(x) We hereby affirm that the remuneration paid is as per the
remuneration policy of the Company.
AUDITORS
Statutory Auditor
At the 11th Annual General Meeting (AGM), the Members appointed M. K.
Dandeker & Co., Chartered Accountants (Firm Registration Number:
000679S), as the Statutory Auditors of the Company, for a period of two
years till the conclusion of the 13th AGM, subject to the ratification
by Members at the 12th AGM. Pursuant to the provisions of Sections
139(1) and 141 of the Companies Act, 2013 (Act), the Company has
received a certificate from M.K. Dandeker & Co., certifying that if
they are appointed as Auditors, their appointment would be as per the
conditions prescribed by the said Sections. Pursuant to the provisions
of Section 139 of the Act read with Rule 6 of the Companies (Audit and
Auditors) Rules, 2014, you are requested to ratify the appointment of
M.K. Dandeker & Co, as Statutory Auditors of the Company, from the
conclusion of the 12th AGM till the conclusion of the 13th AGM or any
adjournment thereof. The Auditors' Report does not contain any
qualification, reservation or adverse remark.
Secretarial Auditor
Geeta Canabar & Associates, Practicing Company Secretary, have been
appointed as the Secretarial Auditor of the Company. The Secretarial
Audit Report for the financial year ended 31st March, 2015 is given in
Annexure - III to this report. There is no qualification, reservation
or adverse remark in the said Report.
Extract of the Annual Return
The extract of the Annual Return as provided under Section 92 (3) of
the Companies Act, 2013 in Form MGT-9 is presented here under in
Annexure - IV.
Corporate Governance
The Report on Corporate Governance as required under the Listing
Agreement forms part of and is annexed to this Report. A certificate
from Practicing Company Secretary on compliance with Corporate
Governance requirements along with a certificate from the CEO and CFO
as required under Clause 49 of the Listing Agreement are annexed with
this Report.
Acknowledgement
Your Directors take this opportunity to place on record its
appreciation of sincere efforts put in by the employees of the Company
in making the Company excel in the realm of health and fitness.
Your Directors sincerely thank all the investors, members, bankers,
financial institutions, business associates, regulatory and government
authorities for their continued support, assistance and valuable
co-operation to set a brand 'Talwalkars' with difference.
For and on behalf of the Board
Talwalkars Better Value Fitness Limited
Prashant Talwalkar Anant Gawande
Managing Director & CEO Whole-time Director & CFO
DIN: 00341715 DIN: 00324734
Date: 7th May, 2015 Place: Mumbai
Mar 31, 2014
Dear Members,
The Company has twelve Directors including six Independent
Directors conforming with Corporate Governance norms as
specified in Clause 49 of the Listing Agreement with the Stock
Exchanges.
In accordance with the provisions of the Companies Act, 2013 and the
Articles of Association of the Company, Mr. Harsha Bhatkal and Mr.
Anant Gawande, Directors of the Company retire by rotation at the
ensuing Annual General Meeting and being eligible, offer themselves for
re-appointment. Resolutions for the re-appointment will be placed for
your approval at the ensuing Annual General Meeting.
The Board of the Company, presently comprises six Independent Directors
viz. Mr. Manohar Bhide, Mr. Raman Maroo, Mr. Mohan Jayakar, Dr. Avinash
Phadke, Mr. Abhijeet Patil and Mr. Dinesh Afzulpurkar. Pursuant to
Section 149 (10) of the Companies Act, 2013 and amended Clause 49 of
the Listing Agreement, these Independent Directors have to be appointed
to hold office upto five consecutive years for a term commencing from
the ensuing Annual General Meeting.
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under Section 149(6) of the Companies
Act, 2013 and Clause 49 of the Listing Agreement with the Stock
Exchange.
Further, the terms of employment of Mr. Prashant Talwalkar, Managing
Director & CEO of the Company shall expire on 17th June, 2014 and that
of Mr. Madhukar Talwalkar, Executive Chairman, Mr. Vinayak Gawande,
Whole-time Director, Mr. Girish Talwalkar, Whole-time Director, Mr.
Anant Gawande, Whole-time Director & CFO and Mr. Harsha Bhatkal, Whole-
time Director of the Company on 30th September, 2014.
The members approval is sought for their re-appointment for a further
period of 5 years.
Brief profiles of the Directors are set out in the Notice.
Declaration by the Independent Directors Independent Directors of your
Company have given declaration under Clause 49 I (A) (iii) of the
Listing Agreement confirming their independence and fair conduct in
performance.
Disclosure under Section 274(1)(g)
None of the Directors of the Company are disqualified from being
appointed as directors as specified u/s. 274(1)(g) of the Companies
Act, 1956 as amended by the Companies (Amendment) Act, 2000.
Particulars of Employees
None of the employees of the Company were in receipt of the
remuneration during the financial year 2013-14 in excess of H60 lakhs
per year or H5 lakhs per month as required to be disclosed under
Section 217 (2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975 and Companies (Particulars of
Employees) Amendment Rules, 2011.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars as required under Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988 are as under:
1. Part A & B pertaining to the Conservation of Energy and Technology
Absorption are not applicable to the Company.
AUDITORS
M. K. Dandeker & Company, Chartered Accountants (Regn No. 000679S),
Statutory Auditors of the Company retire at the ensuing Annual General
Meeting and are eligible for re- appointment. The Company has received
a letter from the retiring auditor to the effect that their appointment
as Statutory Auditor for year 2014-2015, if made, will be in accordance
with the provision of Sections 139, 141 of the Companies Act, 2013 read
with the Companies (Audit and Auditors) Rules, 2014.
Auditors'' Report
The report of Auditors and notes forming part of the Accounts are
attached along with the Annual Report. There is no qualification in the
Audit Report and Notes are self-explanatory.
OTHER DISCLOSURES
Listing of Equity
Talwalkars equity scrip is listed on the NSE (National Stock Exchange
of India Limited) and BSE (BSE Limited), the scrip code being
TALWALKARS in NSE and 533200 in BSE. The entire paid-up equity capital
of H26,18,08,880/- is listed on both the exchanges as on date.
Corporate Governance
We at Talwalkars, perceive Corporate Governance as an endeavor for
transparency and a wholehearted approach towards establishing
Professional Management, aimed at continuous enhancement of
Shareholder''s value. The Directors and key management personnel of your
Company have complied with the Code of Conduct which was put in place
by the Board of Directors.
The Report on Corporate Governance as required under the
Listing Agreement forms a part of and is annexed to this Report. A
certificate from Practicing Company Secretary on compliance with
Corporate Governance requirements along with a certificate from the CEO
and CFO as required under Clause 49 of the Listing Agreement are
annexed with this Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors hereby state and confirm that:
(a) In preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
(b) The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent; so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended on 31st March,
2014 and of the profit of the Company for that year;
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records for the year ended 31st
March, 2014 in accordance with the provisions of the Companies Act,
1956 for safeguarding the assets of the Company and for prevention and
detection of fraud and other irregularities;
(d) The Directors have prepared the Annual Accounts on a going concern
basis.
Acknowledgement
Your Directors take this opportunity to place on record its
appreciation of sincere efforts put in by the employees of the Company
in making the Company excel in the realm of health and fitness.
Your Directors sincerely thank all the investors, members, bankers,
financial institutions, business associates, regulatory and government
authorities for their continued support, assistance and valuable
co-operation.
For and on behalf of the Board
Talwalkars Better Value Fitness Limited
Prashant Talwalkar Anant Gawande
Managing Director&CEO Wholetime Director & CFO
DIN:00341715 DIN:00324734
Date:8th May,2014
Place:Mumbai
Mar 31, 2013
The Directors are pleased to present 10th Annual Report on business
and operations with the audited financial statements for the year ended
31st March, 2013:
Financial Results
The highlights of your Company''s financial performance for the year
ended 31st March, 2013 are summarised below:
Rs.in Millions
Summarised
Financial Results Standalone Consolidated
31.03.2013 31.03.2012 31.03.2013 31.03.2012
Total Income 1471.57 1107.67 1700.89 1321.02
Profit before
interest,
depreciation
and taxation 637.68 464.70 738.75 558.54
Financial Expenses 94.79 77.86 107.91 91.28
Depreciation 132.27 109.43 146.47 117.73
Exceptional ltems 3.68 3.68
Profit before tax 410.62 281.10 484.37 353.21
Provision for
taxation 84.62 59.31 107.99 72.53
Deferred Tax 49.32 29.82 50.23 31.50
Profit after tax
but before minority
interest 276.68 191.97 326.15 249.18
Share of minority
Interest 25.65 28.57
Profit after tax 276.68 191.97 300.50 220.61
Excess Provision
of Income Tax
written back 0.09
Balance brought
forward 440.77 304.13 476.25 310.97
Total available
for appropriation 717.45 496.10 776.84 531.58
Proposed Dividend 39.27 30.15 39.27 30.15
Corporate Dividend Tax 6.37 4.89 6.37 4.89
Debenture
Redemption reserve 34.37 20.29 34.37 20.29
General Reserve 18.63 18.63
Balance carried
forward 618.81 440.77 678.20 476.25
Review of Performance:
In a country with gym penetration standing below 0.5%, your Company has
a strong belief in the philosophy ÂSpreading Fitness. ThatÂs our
Karma. Apart from the core business of gymming, your Company has
embarked on new initiatives like Nuform, Zumba® programme, Reduce diet
programme, Talwalkars David Lloyd Leisure consulting, which all act in
complementto the coreactivity of gymming and would increase same store
revenues as well as overall revenues. Talwalkars is leading from the
front in this space of these fitness solutions and services. Your
Company now has 144 health clubs across 75 cities on consolidated
basis.
During the year, on a consolidated basis your Company''s profit before
tax as well as profit after tax recorded a healthy growth of 37% and
36% respectively. The volume of the business also displayed an increase
of 29% over last year.
Dividend
Your Company believes Promoting fitness enhances the health of our
members while adding to the wealth of our shareholders. It has been
consistent in sharing its profits with the shareholders. Your
Directors are pleased to recommend for consideration of members,
dividend @ 1 5% (Rs.1.50/- per equity share of Rs.10/-) for the year ended
on 31st March, 2013. The dividend has been recommended in accordance
with your Company''s policy of balancing dividend pay-out with the
requirement of funds for its growth plans.
Our Offers
In continuation of its mission to make healthier and fitter India, your
Company, apart from its initiatives, presented various offers and
schemes during the year like:
- Summer Scheme: Breaking News: Summer extended by one whole month this
year!
- NuForm: The Nu way to Total Fitness. Just 20 Minutes. Once a week.
- Zumba Fitness.
- Reduce: The easy weight loss solution.
- July 1999: Say hello to fitness for just Rs.1999.
- August Scheme 2012: Because August comes just once a year.
- Britannia Losers Challenge 2012: United, we Fall. How much collective
weight can you dropRs.
- New Year 2013: 2013 will change you. That''s a promise.
Our Business
The Company has grown multifold with 144 health clubs with a member
base of over 1,33,000. Talwalkars business model comprises of
100%-owned health clubs, 51%-subsidiary health clubs, trademark
licensed gyms and the franchised gym concept.
Our Subsidiaries
Your Company''s decision to partner a local master franchise and set up
health clubs through a 51%-subsidiary approach on a franchise basis has
been proved successful by the Company''s subsidiaries, namely Denovo
Enterprises Private Limited, Equinox Wellness Private Limited, Aspire
Fitness Private Limited and Jyotsna Fitness Private Limited. Our
subsidiaries- endeavours towards imparting good quality fitness
services and thereby maintain the same benchmark as that of the
Talwalkars Health clubs. On overall basis, the subsidiaries have shown
phenomenal growth by contributing significantly to the profits of the
Company.
(1) Denovo Enterprises Private Limited
Denovo Enterprises Private Limited, a subsidiary of your Company, is
sharing 40% of the total gym count under the subsidiaries head.
Denovo''s health clubs are operational in Northern and Western India.
(2) Equinox Wellness Private Limited
Equinox Wellness Private Limited is a step-down subsidiary of your
Company (direct subsidiary of Denovo Enterprises Private Limited).
Equinox has its health clubs operational in Eastern India.
(3) Aspire Fitness Private Limited
Aspire Fitness Private Limited, a subsidiary of your Company is sharing
40% of the total gym count under the subsidiaries head. Aspire''s health
clubs are operational in Western India.
(4) Jyotsna Fitness Private Limited
Jyotsna Fitness Private Limited though relatively new entrant in the
list of our subsidiaries, it is following the same quality footsteps as
that of Talwalkars. Jyotsna Fitness''s health clubs are operational in
Western India.
Franchisees
The Company developed a brand for low cost gyms known as -HiFi'' (short
for Healthy India Fit India). All gyms under this format are
franchised. Presently, the Company has twenty two franchised gyms. The
Company is actively focusing on this division and is confident of
increasing the number of franchisees in the coming years.
Section 212
The Ministry of Corporate Affairs, Government of India, vide its
General Circular No. 2/2011 dated 8th February, 2011, has granted
General Exemption to attach various documents in respect of the
subsidiary companies, as set out in Sub-section (8) of Section 212 of
the Companies Act, 1956.
Accordingly, the annual accounts of the subsidiary companies and the
related detailed information will be made available to the investors of
the Company and subsidiaries of the Company, seeking such information,
at any point of time at the registered office of the Company and its
concerned subsidiary, on request made in writing to that respect.
CompanyÂs QIP
The Company has successfully completed its QIP (Qualified Institutional
Placement) issue during the year and allotted 20,65,216 additional
Equity shares of Rs.10/- each at a price of Rs.205.18/, The paid-up capital
of the Company, thereby, has been increased to Rs.26,18,08,880/- from
Rs.24,11,56,720/-.
Listing of Equity
Talwalkars equity scrip is listed on the NSE (National Stock Exchange
of India Limited) and BSE (BSE Limited), the scrip code being
TALWALKARS in NSE and 533200 in BSE. The entire paid-up equity capital
of Rs.26,18,08,880/- is listed on both the exchanges as on date.
Fixed Deposits
During the year under review, Company has not accepted any
fixed deposits from the public falling within the purview of Section
58A and 58AA of the Companies Act, 1956 and rules framed there under.
Directors
Your Company has twelve Directors including six Independent Directors
in consonance with Corporate Governance norms as specified in Clause 49
of the Listing Agreement with the Stock Exchanges.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Madhukar Talwalkar, Mr.
Vinayak Gawande and Mr. Girish Talwalkar, Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. Resolutions for the
re-appointment will be placed for your approval at the forthcoming
Annual General Meeting.
Directors Responsibility Statement
As required under Section 217(2AA) of the Companies Act, 1956, your
Directors hereby state and confirm that:
(a) In preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
(b)The Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent; so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended on 31st March,
2013 and of the profit of the Company for that year;
(c) The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records for the year ended 31st
March, 2013 in accordance with the provisions of the Companies Act,
1956 for safeguarding the assets of the Company and for prevention and
detection of fraud and other irregularities;
(d) The Directors have prepared the Annual Accounts on a going concern
basis.
Disclosure under Section 274(1)(g)
None of the Directors of the Company are disqualified from being
appointed as directors as specified u/s 274(1) (g) of the Companies
Act, 1956 as amended by the Companies (Amendment) Act, 2000.
Particulars of Employees
None of the employees of the Company were in receipt of the
remuneration during the financial year 2012-13 in excess of Rs.60 lakhs
per year or 15 lakhs per month as required to be disclosed under
Section 217 (2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, and Companies (Particulars of
Employees) Amendment Rules, 2011.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars as required under Section 217(1) (e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, are as under:
1. Part A & B pertaining to the Conservation of Energy and Technology
Absorption are not applicable to the Company.
2. Foreign Exchange earnings and outgo:
Rs. In Millions Particulars 2012-13 2011-12
Total foreign exchange earnings 0.73 Nil
Total foreign exchange outgo 73.45 69.10
Corporate Governance
All the requirements of Corporate Governance are adhered to both in
letter and spirit at the Company. The Audit Committee and Shareholders/
Investors Grievance, Share Allotment and Share Transfer Committee of
the Board meet at regular interval as required in terms of Clause 49 of
the Listing Agreement. Your Board of Directors has taken all necessary
steps to ensure compliance with all the statutory and listing
requirements. The Directors and key management personnel of your
Company have complied with the Code of Conduct which was put in place
by the Board of Directors.
The Report on Corporate Governance as required under the Listing
Agreement forms part of and is annexed to this Report. A certificate
from Practicing Company Secretary on compliance with Corporate
Governance requirements along with a
certificate from the CEO and CFO as required under Clause 49 of the
Listing Agreement are annexed with this Report.
Auditors
M. K. Dandeker & Company, Chartered Accountants (Regn No. 000679S),
Statutory Auditors of the Company retire at the ensuing Annual General
Meeting and are eligible for reappointment. The Company has received a
letter from the retiring auditor to the effect that their appointment
as Statutory Auditor, if made, will be within the limits prescribed
under Section 224(1 B) of the Companies Act, 1956.
Auditors Report
The report of Auditors and notes forming part of the Accounts are
attached along with the Annual Report. There is no qualification in the
Audit Report and Notes are self-explanatory.
Acknowledgement
Your Directors take this opportunity to place on record its
appreciation of sincere efforts put in by the employees of the Company
in making the Company excel in the realm of health and fitness.
Your Directors sincerely thank all the investors, members, bankers,
financial institutions, business associates, regulatory and government
authorities for their continued support, assistance and valuable
co-operation to set a brand Talwalkars'' with difference.
For and on behalf of the Board
Talwalkars Better Value Fitness Limited.
Prashant Talwalkar Anant Gawande
Managing Director & CEO Whole-time
Director & CFO
Date: 8th May, 2013
Place: Mumbai
Mar 31, 2012
To,The Members of Talwalkars Better Value Fitness Limited
The Directors are pleased to present 9th Annual Report on business and
operations with the audited financial statements for the year ended
31st March, 2012:
Financial Results:
The financial highlights of your Company's performance for the year
ended 31st March, 2012 are summarised below:
Rs in Millions
Summarised Financial
Results Standalone Consolidated
31.03.2012 31.03.2011 31.03.2012 31.03.2011
Total Income 1,107.67 884.15 1,321.02 1,043.44
Profit before interest,
depreciation and taxation 464.70 383.76 558.54 421.37
Financial Expenses 77.86 73.60 91.28 85.94
Depreciation 109.43 83.34 117.73 89.64
Exceptional Items 3.68 (3.64) 3.68 (3.64)
Profit before tax 281.09 223.18 353.21 242.15
Provision for taxation 59.31 44.72 72.53 45.92
Deferred Tax 29.82 26.19 31.50 27.80
Profit after tax but
before minority interest 191.97 152.27 249.18 168.43
Share of minority interest - - 28.57 8.12
Profit after tax 191.97 152.27 220.61 160.31
Balance brought forward 304.13 182.24 310.97 181.04
Total available for
appropriation 496.10 334.51 531.59 341.35
Proposed Dividend 30.15 24.12 30.15 24.12
Corporate Dividend Tax 4.89 4.00 4.89 4.00
Debenture Redemption reserve 20.29 2.26 20.29 2.26
Balance carried forward 440.77 304.13 476.26 310.97
Review of Performance:
Your Directors are delighted at the rapid progress of the Company. The
Company has demonstrated a consistent and robust growth in its business
and profitability. High quality service and gym equipments at the
health clubs, constant innovation and development of several health
products like NuForm, expansion of sub-brand "HiFi" as well as
introduction of world renowned Zumbaî Fitness Party are the key points
to boost members confidence in the Company. This together makes your
Company a Brand Leader in India. Your Company now has 128 health clubs
across 68 cities on consolidated basis.
During the year, on consolidated basis your Company's profit before tax
as well as profit after tax recorded the rise of 46% and 38%
respectively, representing a healthy growth over last years financial
performance. Volume of the business also displayed 26.45% increase over
last year.
Dividend
Your Company has been consistent in sharing its profits with the
shareholders. Your Directors are pleased to recommend for consideration
of members, dividend @ 12.5% (Rs 1.25 per equity share of Rs 10/-) for
the year ended on 31st March 2012. The total outflow towards dividend
payment including tax on distributable profits would amount to Rs 35.03
million. The dividend has been recommended in accordance with your
Company's policy of balancing dividend pay-out with the requirement of
funds for its growth plans.
Our Offers
Apart from bringing the Health Clubs at your door step, during the
year, your Company had presented various offers and schemes for the
purpose of promoting the health and fitness in the Country.
Various Schemes offered during the year:
- Enjoy the Woman's week offer at Talwalkars.
- Celebrate Valentines Day with your loved ones at Talwalkars.
- New Year Scheme with gift of fitness.
- Tone Master at Talwalkars - the next step to body toning.
- Talwalkars Care - Free Fitness Health Camp on World Diabetes Day.
- Talwalkars Loser's Challenge, Getting Slim is now an adventure.
- Create your Discount at Talwalkars (August Scheme).
- July 999 offer.
- Summer Scheme.
Our Business
Your Company has always adopted various business models in the process
of its growth and its increasing footprint is the result of a
combination of Company operated health clubs, trademark licensed health
clubs, franchised health clubs and Subsidiary operated health clubs.
Your Company has "Quality Service" as its biggest focus point.
Therefore, it ensures that all the Companies which also ensure the same
focus are part of the "Talwalkars".
Certain highlights like the latest equipments, well trained & courteous
staff and welcoming ambience are ensured from both subsidiaries and
associate companies to maintain the same standard of service as
provided by your Company.
Our Subsidiaries
Your Company has four subsidiaries as on 31st March, 2012, namely
Denovo Enterprises Private Limited, Equinox Wellness Private Limited,
Aspire Fitness Private Limited and Jyotsna Fitness Private Limited
which are active in the same business of running health clubs and gyms.
(1) Denovo Enterprises Private Limited (Denovo)
Denovo Enterprises Private Limited, a subsidiary of your Company, is
sharing 54% of the total gym count under the Subsidiaries head.
Denovo's health clubs are operational in Northern and Western India.
Denovo was the Joint Venture Company (JVC). Considering its continuous
striving for imparting good quality service, Denovo was converted from
the JVC to Subsidiary Company. It has maintained the same benchmark as
that of Talwalkars health clubs.
(2) Equinox Wellness Private Limited (Equinox)
Equinox Wellness Private Limited is step-down subsidiary of your
Company. Equinox has its health club operational in Eastern India.
Equinox, subsidiary of Denovo, became our subsidiary by virtue of the
Companies Act, 1956. It is following the same quality footsteps as that
of the Talwalkars.
(3) Aspire Fitness Private Limited (Aspire)
Aspire Fitness Private Limited, a subsidiary of your Company, is
sharing 30% of the total gym count under the Subsidiaries head.
Aspire's health clubs are operational in Western India.
Aspire was also the Joint Venture Company (JVC). It was converted from
JVC to Subsidiary. Aspire has shown phenominal growth by contributing
significantly to the profits of the Company.
(4) Jyotsna Fitness Private Limited (Jyotsna Fitness)
Jyotsna Fitness Private Limited has become subsidiary of your Company
during this year. Jyotsna Fitness's health club is operational in
Western India.
Jyotsna Fitness, our Joint Venture Company (JVC) was converted from JVC
to Subsidiary Company during this year vide approval of the Board of
Directors granted in the meeting held on 14th November, 2011. It has
been running the health clubs itself and through its promoter directors
directly and indirectly successfully, following a standard model set up
by Talwalkars.
Franchisees
The Company developed a brand for low cost gyms known as "HiFi"
(short for Healthy India Fit India). All gyms under this format are a
franchised. Presently, the Company has 15 franchised gyms. The Company
is actively focusing this division and hope to increase the number of
franchisees in the coming years.
Section 212
The annual accounts of the Subsidiary Companies and the related
detailed information will be made available to the investors of the
Company and Subsidiaries of the Company, seeking such information, at
any point of time at the Registered Office of the Company and it's
concerned Subsidiary, on request made in writing in that respect as per
the general exemption granted by the Ministry of Corporate Affairs vide
General Circular No. 2/2011 dated 8th February, 2011.
Fixed Deposits
During the year under review, Company has not accepted any fixed
deposits from the public falling within the purview of Sections 58A and
58AA of the Companies Act, 1956 and rules framed thereunder.
Directors
Your Company has twelve Directors including six Independent Directors
in consonance with Corporate Governance norms as specified in the
Clause 49 of the Listing Agreement with the Stock Exchanges.
During the year, Mr. Glenn Saldanha, Independent Director resigned from
the Directorship w.e.f. 22nd November, 2011 due to his preoccupation.
Your Directors placed on record its heartfelt gratitude for his
valuable contribution towards the success of the Company. Mr. Dinesh
Afzulpurkar, Indian Administrative Service officer with distinguished
career, has consented to join the Board as Independent Director. He has
served the Government of Maharashtra as Chief Secretary. He was also
the Chairman of Bombay Port Trust and Collector of Pune.
Mr. Dinesh Afzulpurkar was appointed as Additional Director w.e.f. 19th
May, 2012. As per the provisions of Section 260 of the Companies Act,
1956, he holds office only upto the forthcoming Annual General Meeting.
The Company has received requisite notice under Section 257 of the
Companies Act, 1956 in writing from member along with the requisite
deposit proposing his candidature for the office of Director of the
Company. Resolution seeking approval of the Members for his appointment
as Director of the Company has been incorporated in the Notice of the
forthcoming Annual General Meeting along with brief details about him.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Raman Maroo, Mr. Mohan
Jayakar and Mr. Abhijeet Patil, Independent Directors of the Company
retire by rotation at the ensuing Annual General Meeting and being
eligible, offer themselves for re-appointment. Resolutions for the
re-appointment will be placed for your approval at the forthcoming
Annual General Meeting.
Directors' Responsibility Statement
As required under Section 217 (2AA) of the Companies Act, 1956, your
Directors hereby state and confirm that:
(a) in preparation of the Annual Accounts, the applicable Accounting
Standards have been followed along with proper explanation relating to
material departures;
(b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent; so as to give a true and fair view of the state of affairs
of the Company at the end of the financial year ended on 31st March,
2012 and of the profit of the Company for that year;
(c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records for the year ended 31st
March, 2012 in accordance with the provisions of the Companies Act,
1956 for safeguarding the assets of the Company and for prevention and
detection of fraud and other irregularities;
(d) the Directors have prepared the Annual Accounts on a going concern
basis.
Disclosure under Section 274(1)(g)
None of the Directors of the Company are disqualified from being
appointed as directors as specified u/s 274(1)(g) of the Companies Act,
1956 as amended by the Companies (Amendment) Act, 2000.
Information pursuant to Section 21 7 (2A) of the Companies Act, 1956
The Information regarding particulars of employees as required under
Section 217 (2A) of the Companies Act, 1956 read with Companies
(Particulars of Employees) Rules, 1975, and Companies (Particulars of
Employees) Amendment Rules, 2011 for receipt of remuneration exceeding
Rs 60,00,000/- per annum or Rs 5,00,000/- per month is not applicable to
the Company since none of the employees is covered under that limit.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo
The particulars as required under Section 217(1)(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, are as under:
1. Part A & B pertaining to conservation of energy and technology
absorption are not applicable to the Company.
2. Foreign Exchange earnings and outgo: Rs in Million
Particulars 2011-12 2010-11
Total foreign exchange Nil Nil
earnings
Total foreign exchange 69.10 111.32
outgo
Corporate Governance
Transparency is the cornerstone of your Company's philosophy and it has
a strong belief on self discipline rather than imposed discipline. All
requirements of Corporate Governance are adhered to both in letter and
spirit. The Audit Committee and Shareholders/Investors Grievance, Share
Allotment and Share Transfer Committee of the Board meet at regular
interval as required in terms of Clause 49 of the Listing Agreement.
Your Board of Directors has taken all necessary steps to ensure
compliance with all statutory and listing requirements. The Directors
and key management personnel of your Company have complied with the
code of conduct which was put in place by the Board of Directors.
Apart from being in compliance with all the requirements of Clause 49
of the Listing Agreement, your Company has voluntarily adopted certain
governance principles. Setting up of the Remuneration Committee of
Directors and introduction of a code for Insider Trading are some of
the initiatives taken by your Company towards this end.
The Report on Corporate Governance as required under the Listing
Agreement forms part of and is annexed to this Report. A certificate
from Practicing Company Secretary on compliance with Corporate
Governance requirements along with a certificate from the CEO and CFO
as required under Clause 49 of the Listing Agreement are annexed with
this Report.
Auditors
M. K. Dandeker & Company, Chartered Accountants, Statutory Auditors of
the Company retire at the ensuing Annual General Meeting and are
eligible for re-appointment. The Company has received a letter from the
retiring auditor to the effect that their appointment as Statutory
Auditor, if made, will be within the limits prescribed under Section
224(1B) of the Companies Act, 1956.
Auditors' Report
The report of Auditors and notes forming part of the Accounts are
attached along with the Annual Report. There is no qualification in
the Audit Report and Notes are self-explanatory.
Acknowledgement
Your Directors take this opportunity to place on record its
appreciation of sincere efforts put in by the employees of the Company
in making the Company reach its current growth level.
Your Directors sincerely thank all the investors, members, bankers,
financial institutions, business associates, regulatory and government
authorities for their continued support, assistance and valuable
co-operation to set a brand "Talwalkars" with difference.
For and on behalf of the Board
Talwalkars Better Value Fitness Limited
Prashant Talwalkar Anant Gawande
Managing Director & CEO Whole-time Director & CFO
Date: 22nd May, 2012
Place: Mumbai
Mar 31, 2011
NOT APPLICABLE
Mar 31, 2010
The Directors are pleased to present 7th Annual Report on the business
and operations together with the audited financial statements and
Auditors Report for the financial year ended 31 st March, 2010:
Financial Results:
The financial performance of the Company for the financial year ended
31st March, 2010 is summarised below:
31-Mar-2010 31-Mar-2009
Gross Income (Income from Operations) 6,611.55 5,951.85
Other Income 38.29 22.41
Total Income 6,649.84 5,974.26
Gross Profit before Interest, Depreciation
and Amortization, Extra Ordinary 2,553.81 1,706.59
Items and Taxes
Less: Interest 764.68 747.51
Depreciation and Amortization 608.90 458.29
Net Profit for the year before Taxes and
Extra Ordinary Items 1,180.23 500.79
Add: Extra Ordinary Items (21.32) 280.35
Net profit for the year before Taxes 1,158.91 781.14
Less: Provision for Taxes 212.31 108.10
Deferred Tax (LiabilityVAsset 152.90 -
Profit after tax 793.70 673.04
Add: Balance Brought Forward from Previous
Year 1,522.86 852.12
Surplus Available for Appropriation 2,316.56 1,525.16
Appropriations
Effect on Change in AS - 11 23.86 -
Effect of previous years Deferred Tax
Liability 329.19 -
Proposed Equity Dividend 120.58 1.97
Provision for Dividend Tax 20.49 0.33
Balance Carried to Balance sheet 1,822.44 1,522.86
Total 2,316.56 1,525.16
Dividend:
The Directors recommend for consideration of the shareholders at the
ensuing annual general meeting, payment of a dividend of Re. 0.50/-
(Fifty Paise only) per equity share (5%) for the year ended 31st March,
2010. The amount of dividend and tax thereon aggregates to Rs.
1,41,07,065/- (Rupees One Crore Forty One Lacs Seven Thousand Sixty
Five only).
Increase in Authorised Share Capital:
During the year the Authorised Share Capital of the Company was
increased from Rs. 3,60,00,000/- (Rupees Three Crores Sixty Lacs only)
to Rs. 30,00,00,000/- (Rupees Thirty Crores only).
Increase in Paid-up Share Capital:
The Company allotted 2,91,339 equity shares on private placement basis
on 5th October, 2009, at a price of Rs. 635/- per equity share of face
value of Rs. 10/- each at a premium of Rs. 625/- per equity share. The
Company collected Rs. 18,50,00,265/- (Rupees Eighteen Crores Fifty Lacs
Two Hundred Sixty Five only) from this allotment on private placement
basis.
The Company issued seven (07) bonus equity shares for existing one (01)
equity share held in the Company i.e. in the ratio of 7:1. On total
22,58,209 equity shares, the Company allotted 1,58,07,463 equity shares
as bonus shares on 16th November, 2009.
Joint Venture Company:
The Company formed a 50:50 Joint Venture Company (JVC) known as Aspire
Fitness Private Limited along with Life Fitness India Private Limited.
The JVC is set up to operate health clubs in Pune. Mr. Madhukar
Talwalkar, Mr. Girish Talwalkar and Mr. Anant Gawande, Directors of the
Company are appointed as directors of the JVC.
Performance/ State of Companys Affairs:
As on 31st March, 2010, the Company was operating total fifty eight
(58) health clubs, out of which forty four (44) health clubs belong to
the Company and fourteen (14) health clubs belong to the Joint Venture
Companies, Associate Companies and Franchisee. The Company also has one
(01) training centre at Thane.
During the year under review the Company started nine (09) new health
clubs at Kalyan, Paldi and Navarangpura at Ahmedabad, Jodhpur,
Jabalpur, Jalandhar, Varanasi, Jubilee Hills and Kukatpally at
Hyderabad.
During the period from 1 st April, 2010 to 6th July, 2010 the Company
has opened total five (05) health clubs, out of which three (03) health
clubs belong to the Company at Bhopal, Calicut and Coimbatore and two
(02) health clubs belongs to the JVC at Baner and Viman Nagar in Pune.
Listing of Companys Equity:
The Company was converted into public company from private limited
company vide Fresh Certificate of Incorporation issued by Registrar of
Companies, Mumbai, dated 7th November, 2009.
The Company made an Initial Public Offer (IPO) of 60,50,000 equity
shares of Rs. 10/- (Rupees Ten only) each at the price band of Rs.
123/- to Rs. 128/-. The issue was opened on 21 st April, 2010 and was
closed on 23rd April, 2010. There was overwhelming response from all
categories of the investors and the Companys shares were
oversubscribed by 28.21 times. The category wise subscription details
are given below:
Category No. of Applications No. of Equity No. of times
Received Shares Subscribed
Qualified Institutional
Buyers 101 10,71,70,250 35.4282
Non-Institutional Investors 83 4,61,61,200 50.8663
Retail Individual
Investors 36,204 1,73,58,550 8.1977
Total 36,388 17,03,90,000 28.2132
The Company in consultation with India Infoline Limited, Book Running
Lead Manager determined the price of Rs. 128/- per equity share
(including a share premium of Rs. 118/- per equity share) for cash
aggregating to Rs. 77,44,00,000/- (Rupees Seventy Seven Crores Forty
Four Lacs only). The issue constituted 25.09% of the fully diluted post
issue paid up capital of the Company.
The Company has appointed National Stock Exchange of India Limited
(NSE) as its designated stock exchange. The Company applied to National
Stock Exchange of India Limited (NSE) and Bombay Stock Exchange Limited
(BSE) for listing approval. The Company got listing approval from both
stock exchanges
on 6th May, 2010. The Companys equity shares were listed on both the
Stock Exchanges on Monday, 10th May, 2010 at a premium to the Issue
Price.
Operations:
The operations of the Company are elaborated in the annexed Management
Discussion and Analysis Report.
Related Parties:
Based on the audit procedures applied by us and according to the
information and explanations provided by the management, we are of the
opinion that the transactions that need to be entered into the Register
maintained under Section 301 have been so entered.
Fixed Deposits:
During the year under review Company has not accepted any fixed
deposits from the public falling within the purview of Section 58A and
58AA of the Companies Act, 1956 and rules framed thereunder.
Disclosure under Section 274(1 )(G):
None of the Directors of the Company are disqualified for being
appointed as directors as specified u/s 274(1) (g) of the Companies
Act, 1956 as amended by the Companies (Amendment) Act, 2000.
Directors:
Mr. Madhukar Vishnu Talwalkar, Chairman of the Company was appointed as
the Executive Chairman of the Company for the period of five years from
1 st October, 2009 to 30th September, 2014.
Mr. Prashant Sudhakar Talwalkar, Director of the Company was appointed
as the Managing Director & Chief Executive Officer of the Company for
the period of five years from 18th June, 2009 to 1 7th June, 2014.
Mr. Anant Ratnakar Gawande, Director of the Company was appointed as
Whole-time Director & Chief Financial Officer of the Company for the
period of five years from 1 st October, 2009 to 30th September, 2014.
Mr. Vinayak Ratnakar Gawande, Mr. Girish Madhukar Talwalkar and Mr.
Harsha Ramdas Bhatkal, Directors of the Company were appointed as
Whole-time Directors of the Company for the period of five years from 1
st October, 2009 to 30th September, 2014.
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of the Company, Mr. Madhukar Vishnu Talwalkar,
Mr. Vinayak Ratnakar Gawande, Mr. Girish Madhukar Talwalkar and Mr.
Harsha Ramdas Bhatkal, retire by rotation at the ensuing Annual General
Meeting and being eligible, have offered themselves for re-appointment.
During the year the Company appointed Mr. Manohar Gopal Bhide, Mr.
Raman Hirji Maroo, Mr. Mohan Motiram Jayakar, Dr. Avinash Achyut
Phadke, Mr. Abhijeet Rajaram Patil and Mr. Glenn Mario Saldanha as
Additional Directors of the Company in the capacity of Independent
Directors liable to retire by rotation. The appointment of the
Independent Directors needs to be regularized in the ensuing Annual
General Meeting of the Company.
Directors Responsibility Statement:
As required under Section 217 (2AA) of the Companies Act, 1 956, your
Directors hereby state and confirm that:
(a) That in preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
relating to material departures;
(b) That the Directors have selected such accounting policies and
applied them consistently and made judgements and estimates that are
reasonable and prudent; so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year ended on 31
st March, 2010 and of the profit of the Company for that year;
(c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records for the year ended 31st
March, 2010 in accordance with the provisions of the Companies Act,
1956 for safeguarding the assets of the Company and for prevention and
detection of fraud and other irregularities;
(d) That the Directors have prepared the Annual Accounts on a going
concern basis.
Constitution of Committees of the Board of Directors:
During the year the Company constituted five (05) Committees of the
Board of Directors, namely IPO Committee; Audit Committee;
Remuneration/Compensation Committee; Shareholders/ Investors Grievance,
Share Allotment and Share Transfer Committee and Management Committee.
Details on various committees are provided in the Report on Corporate
Governance.
Review of Annual Accounts by Audit Committee:
Financials of your Company for the year ended 31 st March, 2010 were
reviewed by the Audit Committee before being placed before the Board.
Listing of Securities:
The Companys equity shares are listed on the National Stock Exchange
of India Limited (NSE) and on the Bombay Stock Exchange Limited (BSE).
The Company has paid the listing fees to both NSE & BSE for listing of
its equity shares on both the Stock Exchanges.
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and Outgo:
The particulars as required under Section 21 7(1 )(e) of the Companies
Act, 1956 read with Companies (Disclosure of Particulars in the Report
of Board of Directors) Rules, 1988, are as under:
1. Part A & B pertaining to conservation of energy and technology
absorption are not applicable to the Company.
2. Foreign Exchange earnings and outgo:
Earnings - Rs. Nil.
Outgo Rs. 8,38,71,939/-
Information pursuant to Section 217 (2A) of the Companies Act, 1956:
Particulars of employees as required under Section 217 (2A) of the
Companies Act, 1956 read with Companies (Particulars of Employees)
Rules, 1975, as amended, form part of this Report.
However, having regard to the provision of Section 219 (1)(b)(iv) of
the Companies Act, 1956, the Annual Report and Accounts are being sent
to the members excluding the statement of particulars of employees
under Section 217 (2A) of the Companies Act, 1956. Any member
interested in obtaining the copy of the said statement may write to the
Company Secretary at the Registered Office of the Company.
Corporate Governance:
Pursuant to Clause 49 of the listing agreement, a detailed report on
Corporate Governance is given as a part of the Annual Report along with
the reports on Management Discussion and Analysis. A Certificate from
Practicing Company Secretary of the compliance with Corporate
Governance requirements by the Company is attached to the Report on
Corporate Governance.
Auditors Report:
The observations made in the Auditors Report, read together with the
relevant notes thereon are self-explanatory and hence, do not call for
any comments under Section 217 of the Companies Act, 1956.
Auditors:
Saraf Gurkar & Associates, Chartered Accountants, Statutory Auditors of
the Company retire at the ensuing Annual General Meeting and are
eligible for reappointment. The Company has received a letter from the
retiring auditor to the effect that their appointment as Statutory
Auditor, if made will be within the limits prescribed under Section
224(1 B) of the Companies Act, 1956.
Acknowledgement:
The Board wishes to place on record its appreciation of sincere efforts
put in by the employees of the Company, in helping it reach its current
growth level.
Your Directors place on record their appreciation for the support and
assistance received from the investors, customers, vendors, bankers,
financial institutions, business associates, regulatory and government
authorities.
For and on behalf of the Board
Talwalkars Better Value Fitness Limited
Prashant Talwalkar Anant Gawande
Managing Director & CEO Whole-time Director & CFO
Date: 7th July, 2010.
Place: Mumbai