Directors Report of Total Hospitality Ltd.

Mar 31, 2015

Dear Shareholders,

The Directors have pleasure in presenting their 33rd Annual Report together with the Audited Accounts of the Company for the Year ended March 31, 2015.

HIGHLIGHTS

There were no production activities during the year, the Company has not made any manufacturing profit during the year.

The Company has entered into the Hospitality sector in the earlier years. The Company has incurred Losses of Rs. 3.13 Lacs from Rs. 3.30 of the Company during the year. Your directors are hopeful of achieving better results in the current financial year.

1. FINANCIAL RESULTS

Particulars Year Ended on Year Ended on 31.03.2015 (in Lakhs) 31.03.2014 (in Lakhs)

Total Income Nil Nil

Total Expenditure 3.131 3.309

Profit /(Loss) before exceptional items (3.131) (3.309) and tax

Deferred Tax Assets /current tax/ Nil Nil income tax provision

Profit/(Loss)from continuing operation. (3.131) (3.309)

Profit after tax (3.131) (3.309)

2. DIVIDEND

The Company has not recommended any dividend in the financial year 2014-15.

3. STATE OF COMPANY'S AFFAIRS

The Net Loss of the Company for the year under review was placed at Rs. 3,131,513/ - as against Rs. 3,309,541/- in the previous year.

4. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A".

5. NUMBER OF MEETINGS OF THE BOARD

During the year 9 (Nine) Board Meetings and 4(Four) Audit Committee Meetings were convened and held. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

6. DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had 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 and loss of the company for that period;

(c) the directors had 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 had prepared the annual accounts on a going concern basis;

(e) the directors had 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 had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

7. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SECTION 149 (6) OF COMPANIES ACT, 2013

Director Ms. Divya Seengal retire by rotation and, being eligible, offer herself for re appointment. The Directors recommend Ms. Divya Seengal for re-appointment.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Appointment & Remuneration Committees.

8. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION, IF COMPANY IS COVERED UNDER SECTION 178(1)

Functions and Terms of Reference of the Nomination and Remuneration Committee of the Company are as per the Companies Act 2013 and the listing agreement. Further, Company's Remuneration policy is market led and takes into account the competitive circumstance of the business so as to attract and retain quality talent and leverage performance significantly.

9. SHARE CAPITAL

Increased in Authorized Capital

During the FY 2014-15, the Company has an Authorized Capital of Rs. 7, 00, 00,000/- divided into 7000000 no. of equity shares of Rs.10/- each but has accordingly increased the authorized Capital to Rs. 8, 20, 00,000/- divided into 82,00,000 nos. of equity shares of Rs.10/- each by members' approval in the Extra Ordinary General Meeting held on 08.04.2014

Issue and Allotment of equity shares during the year 2014-15

#Issue and allotment of equity shares on preferential basis: The Company had issued and allotted 1400000 no. of equity shares having face value of Rs. 10/- each at a premium Rs. 12.33/- per share to M/s Abjit Mercantile Pvt. Ltd. (Non Promoter). In terms of Section 81(1A) of the Companies Act, 1956 and provision of SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2009.

Consequently, the paid up equity share capital of the Company has increased to 8,063,400 of equity shares on 11.04.2014 to The above said 8,063,400 no. of equity shares were duly admitted for trading in the stock exchanges, where the equity shares of the Company are listed.

#Issue and Allotment of Equity on preferential basis was on 11.04.2014.

10. LISTING WITH STOCK EXCHANGES

The Equity Shares of the Company are listed on Bombay Stock Exchange, Delhi Stock Exchange and Madhya Pradesh Stock Exchange. The annual listing fees for the year 2014-15 have been paid to these Stock Exchanges.

11. AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:

The Auditors' Report read together with relevant notes thereon are self explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. Certain observations made in the report with regard to Non adoption of the whistle Blower Policy by the Company. The Company is not having any employees and so the same could not be adopted in time. However, the company has now adopted the policy.

AUDITORS:

The Auditors M/s Gaur Jain & Co (Firm Registration No. 022957N) Chartered Accountants, retire at the conclusion of the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

SECRETARIAL AUDIT:

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Mr. Sanjeev Sharma Company Secretary in practice to undertake the Secretarial Audit of the Company. The Secretarial Audit report is annexed herewith as "Annexure B"

12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The company has not given any loans or guarantees and has not made any investments covered under the provisions of section 186 of the Companies Act, 2013.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES UNDER SECTION 188 OF THE COMPANIES ACT, 2013

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

14. DEPOSITS

During the year under review, Your Company has not accepted any deposits in terms of section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014, and also no amount was outstanding on account of principal or interest thereon, as on the date of the Balance Sheet.

15. MATERIAL CHANGES AND COMMITMENTS, IF ANY

There are no material changes and commitments noticed by the Board between the end of the financial year of the company, i.e., 31.03.2015 and the date of the report.

16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUT-GO

In the absence of any manufacturing activities during the year under review, no steps were required to be taken for conservation of energy, technology absorption and research & development and as such the information relating thereto may be taken as nil. There were no foreign exchange earnings and outgo during the year under review.

17. BUSINESS RISK MANAGEMENT

Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company regularly maintains a proper check in normal course of its business regarding Risk Management.

At present the company has not identified any element of risk which may threaten the existence of the company.

18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As per Section 135 of Companies Act, 2013, the company does not fulfill the criteria of net worth or turnover for Corporate Social Responsibility, hence the same is not applicable to the company.

19. SUBSIDIARY COMPANIES

The Company does not have any subsidiary.

20. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.

21. CORPORATE GOVERNANCE REPORT

As per Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014 in continuation to circular No. CIR/CFD/POLICY CELL/2/2014 dated April 17, 2014; the SEBI has exempted the applicability of clause 49 of the Listing Agreement to the Companies having paid up equity share capital not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Crores, as on the last day of the previous financial year.

Hence, Clause 49 is not applicable to the Company since the Paid up capital of Company as on the last day of the previous financial year is Rs. 6.66 Crores and the net worth does not exceed Rs.25 Crores.

However, the company has still followed provisions of Clause 49 as a matter of better Corporate Governance Practice, which have been highlighted in the Boards' Report also.

22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined in the Internal Audit Manual. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board .

The management monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

23. CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day to day business operations of the company. The Company believes in "Zero Tolerance" against bribery, corruption and unethical dealings / behaviours of any form and the Board has laid down the directives to counter such acts.

The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

24. PARTICULARS OF EMPLOYEES

As per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had no employee who:- (i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than sixty lakh rupees; (ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than five lakh rupees per month; (iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

25. MANAGEMENT'S DISCUSSION & ANALYSIS REPORT

The Management's Discussion & Analysis on the performance, industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable are attached herewith as "Annexure- C"

26. INVESTOR RELATIONS

Your Company always endeavors to keep the timely response to shareholder's request/grievances at a minimum. Priority is accorded to address all the issues raised by the shareholders and provide them satisfactory reply at the earliest possible time. The Stakeholder Relationship Committee (earlier Shareholder's and Investor Grievances committee) of Board meets periodically and review the status of redresses of investor's grievances.

27. COMPANY'S WEBSITE- REJUVENATED

Company's official website has been revived in such a way to be a center of information; it is now more of a depiction of your Company on the web. It demonstrates all the relevant information relating to your Company, its story of growth, achievements till date, information of the core business of your Company and also an Investor relation corner, for existing and prospective investors/shareholders etc.

The new website of the Company is trendier and user friendly, it is prepared keeping in mind the layman ship of general users and the relevant information to be obtained by them. It is also ensured that the website is updated with its various progresses, achievements and in terms of investor's information, took place in the Company.

28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

( PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee are set up at shop floor level to redress complaints received regularly and are monitored by women line supervisors who directly report to the Chairman & Managing Director. All employees (permanent, contractual, temporary , trainees) are covered under the policy. There was no compliant received from any employee during the financial year 2014-15.

29. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the stakeholders and business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by staff at all levels of the Company. We look forward for your continued support in the future. By order of the board of Directors

For Total Hospitality Limited

Sd/- Sd/-

Divya Seengal Kanad Kashyap

Place:Gurgaon Managing Director Director

Date :14.08.2015 00507943 00508054

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Mar 31, 2014

Dear Shareholders,

The directors have pleasure in presenting the 32nd Annual Report and Audited Financial Statements of your Company for the financial year ended 31st March 2014.

PERFORMANCE HIGHLIGHTS

(Rupees in lakhs)

Particulars For the year ended For the year ended March 31,2014 March 31, 2013

Total Income - -

Total Expenditure 33.10 36.40

Profit / (Loss) before Tax (33.10) (36.40)



OPERATIONAL PERFORMANCE AND FUTURE OUTLOOK

Global economic uncertainties have affected India''s economy including the Hospitality Sector. Macro - economic indicators are not healthy. Fiscal Deficit and interest rates are high and the rupee has been depreciating continuously. All this does not go well for any industry especially the Hospitality Sector.

The Restaurant Industry in India has undergone significant changes. The standard of living of people in India has also increased. The eating habits and preferences of people in India have seen a shift from typical Indian food to continental and various other cuisines. The industry is experiencing a new era because of change in the attitude of the consumers who wishes to try a new variety of dishes and food items.

In spite of losses in Current year, your Company is expecting their sales to be higher in coming months. The Company has put forward a strong foothold in Hospitality Sector. This would enable effective utilization of immovable properties and will provide a larger asset base to the Company. The company prospects are promising.

DIRECTORS

Pursuant to Section 149 of the Companies Act, 2013, the Board at its meeting held on 13th August, 2014, recommended appointment of Mr. Kanad Kashyap and Mr. Anil Kumar as Independent Directors of the Company, not liable to retire by rotation for a period of five years from the date of its 32nd Annual General Meeting subject to approval of the members of the Company. These Directors have given the declarations to the Board that they meet the criteria of independence as provided under Section 149(6) of the said Act and also confirmed that they will abide by the provisions as mentioned in Schedule IV of the Companies Act, 2013.

The Board recommends the resolutions for your approval for the above appointments.

Mr. Siddharth Seengal, Director, retires by rotation and being eligible, has offered himself for re-appointment. The Board recommends the same for your approval.

Pursuant to Section 196,197, 203 and any other applicable provisions of the Companies Act and rules made thereunder (including any statutory modification(s) or re-enactment thereof for the time being in force), read with Schedule V to the Companies Act, 2013 and Articles of Association of the Company, the board of directors in its meeting held on 13.08.2014 reappointed Ms. Divya Seengal for a further period of five years w.e.f 13.08.2014 subject to approval of the members of the Company.

SUBSIDIARY COMPANY

Your Company had a wholly owned subsidiary Company, SKD Restaurants Private Limited which is no more longer the wholly owned subsidiary company due to sale of equity shares (comprising 1611700 equity share of 10/- each) at par held in SKD Restaurants private limited, Consequently SKD Restaurants private limited ceases to be subsidiary of the company with effect from 13.02.2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company has not taken any loan or made any investments during the financial year 2013-14.

CORPORATE GOVERNANCE

Your Directors reaffirm their continued commitment to good corporate governance practices. Your Company fully adheres to the standards set out by the Securities and Exchange Board of India for Corporate Governance practices, and has implemented all of its stipulations.

As required by Clause 49 of the Listing Agreement of Stock Exchange, a separate section on Corporate Governance together with a certificate from Company''s Statutory Auditors, forms part of this Annual Report.

GREEN INITIATIVE IN CORPORATE GOVERNANCE

As a part of the Green Initiative in Corporate Governance, The Ministry of Corporate affairs (MCA), Government of India, through its Circular nos.17/2011 and 18/2011, dated April 21, 2011and April 29, 2011 respectively, has allowed companies to send official Notices/documents to their shareholders electronically.

As a responsible Corporate Citizen, your Company has actively supported the implementation of Green Initiative and effected electronic delivery of Notice of Annual General Meeting (AGM) to those shareholders whose email IDs were already registered with the Depository Participants.

Shareholders are requested to support the "THINK GREEN, GO GREEN" initiative of your company by registering/ updating e-mail addresses for receiving electronic communications.

FIXED DEPOSITS

The Company has not accepted any public deposits and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

DIVIDEND

In view of the losses incurred by the Company during the year under review, your directors do not recommend any dividend for the year 2013- 14

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement with stock exchanges in India, is presented in a separate section forming part of the Annual Report.

SHARE CAPITAL

Increased in Authorized Capital

During the Financial Year 2013-14, the Company has an Authorized Capital of Rs. 7, 00, 00,000/- divided into 7000000 no. of equity shares of Rs.10/- each but has accordingly increased the authorized Capital to Rs. 8, 20, 00,000/- divided into 8200000 nos. of equity shares of Rs.10/- each by members'' approval in the Extra Ordinary General Meeting held on 08.04.2014

Issue and Allotment of equity shares during the year 2013-14

No allotment of Equity Shares was made in the Financial Year 2013-14.

#Issue and allotment of equity shares on preferential basis:

The Company had issued and allotted 1400000 no. of equity shares having face value of Rs. 10/- each at a premium Rs. 12.33/- per share to M/s Abjit Mercantile Pvt. Ltd. (Non Promoter). In terms of Section 81(1A) of the Companies Act, 1956 and provision of SEBI (Issue of Capital and Disclosure Requirement) Regulations, 2009.

Consequently, the paid up equity share capital of the Company has increased to 8,063,400 of equity shares on 11.04.2014 to The above said 8,063,400 no. of equity shares were duly admitted for trading in the stock exchanges, where the equity shares of the Company are listed.

#Issue and Allotment of Equity share on preferential basis was made after 31st March 2014.

DIRECTORS'' RESPONSIBILITY STATEMENT

With reference to Section 217 (2AA) of the Companies Act, 1956, your Directors confirm that:-

(i) in the preparation of the Annual Accounts for the financial Year 2013-14, the applicable accounting standards have been followed along with proper explanations relating to material departures, wherever applicable;

(ii) such accounting policies have been selected and applied consistently and judgements and estimates made 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;

(ii) proper and sufficient care is taken 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; and

(iii) the Annual accounts have been prepared on a ''going concern'' basis.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

In view of the nature of activities which are being carried on by the Company, the particulars as prescribed under Section 217(1)(e) of the Companies Act, 1956 read with Companies'' (Disclosures of Particulars in the Report of the Board of Directors) Rules, 1988 regarding Conservation of Energy and Technology Absorption are not applicable to the Company.

ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the co-operation and assistance received from the stakeholders and business associates who have extended their valuable sustained support and encouragement during the year under review.

Your Directors take this opportunity to recognize and place on record their gratitude and appreciation for the commitment displayed by staff at all levels of the Company. We look forward for your continued support in the future. By the order of the Board For Total Hospitality Limited

Sd/- Sd/- Divya Seengal Kanad Kashyap (Director) (Director) Place: Gurgaon Date : 21.08.2014 DIN:00507943 DIN: 00508054