Mar 31, 2016
The directors have pleasure in presenting to you their Twenty Third Annual Report together with the audited statement of accounts of the company for the 12 months period ended 31st March 2016
FINANCIAL PERFORMANCE:
A summary of the audited financial results for the financial year is brought out hereunder:
PROFIT AND LOSS ACCOUNT
Amt in Rs. Lakhs
Operating Years |
2015-16 |
2014-15 |
Revenue from operation |
1413.30 |
1342.97 |
Other Income |
37.34 |
50.06 â |
Total Income , , |
1450.60 |
1393.02 |
Expenses |
1289.97 |
1292.09 |
Profit before interest and tax |
160.67 |
100.93 |
Interest payment-Net |
0 |
0.00 |
Profit before extraordinary items |
160.67 |
100.93 |
Extraordinary items |
0 |
0 |
Profit after extraordinary Items but before tax |
160.67 |
100.93 |
Provision for taxes: |
0 |
0 |
Current Taxes |
26.50 |
16.54 |
Less: MAT credit entitlement excess profit of mat in earlier years. |
(43.29) |
|
Deferred tax liability |
44.44 |
(4.89) |
Net profit |
129.55 |
70.64 |
Appropriations |
0 |
0.00 |
Transferred to Balance Sheet |
129.55 |
70.64 |
Total No of Equity Shares of Rs. 10-each |
110.129 |
110.129 |
Basic earnings per she: of Rs. 10-each |
1.18 |
0.64. |
Operating Years |
2015-16 |
2014-15 |
N on-current Assets |
2620.23 |
2473.69 |
Net Current Assets |
354.03 |
588.46 |
Capital Employed |
2974.26 |
3062.15 |
Represented by: |
||
Equity share capital |
1101.29 |
1101.29 |
Reserve & Surplus |
1272.12 |
1142.57 |
Deferred Tax Assets |
364.34 |
319.88 |
Net worth |
2737.75 |
2563.74 |
Loan Fund |
236.51 |
498.41 |
Capital employed |
2974.26 |
3062.15 |
OPERATING RESULTS:
During the year under report, the financial performance of the company has improved over the previous year. The company registered a marginal growth of 4.135% in revenue over the previous year. The room occupancy revenue during the year was higher at Rs. 1413.30 lacs against Rs. 1342.97 lacs registering a growth worth Rs. 70.33 lacs showing an improvement of 5.24 percent over the previous year. Besides, the company has been able to reduce the total expenses by 0.16 per cent over the previous year culminating into before tax profit of Rs. 160.67 lacs against Rs. 100.93 lacs during the preceding year. The net profit of the company too increased to Rs. 129.55 against Rs. 70.64 registering a growth of 83.39 per cent over the previous year. This general improvement in performance has improved the Earnings per share to Rs. 1.18 from Re. 0.64 during the preceding year.
The Management Discussion and Analysis forms a part of this report and covers amongst other matters, the performance of the Company during the Financial Year 2015-16 as well as the future outlook.
DIRECTORSâRESPONSIBILITY STATEMENT
Based on the internal financial controls and compliance systems established and maintained by the Company, the work performed by the Board committees, the Board is of the opinion that the Companyâs internal financial controls were adequate and effective during the financial year 2015 - 16. Accordingly, in term of provisions contained under Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm that:-
a) in preparing the Annual Accounts, applicable accounting standards have been followed and there are no material departures;
b) the Directors have selected accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent 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 the year;
c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with provisions of the 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 of the Company on a âgoing concernâ basis;
e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and
f) the Directors have devised proper systems to ensure proper compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE GOVERNANCE REPORT
The report on Corporate Governance in accordance with regulation 34(3) and schedule V(C) to the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, (âListing Regulationsâ) along with the auditorâs certificate is attached to this Report
DIVIDEND:
Keeping in view the inadequacy of profits and the companyâs needs for financial resources for financing, its overdue room addition plan as well repayment of the outstanding unsecured loan, your directors did not declare any dividend for this year too.
SHARE CAPITAL
During the period under report the authorized equity share capital was 2500 Lacs divided into 250, equity shares of Rs. 10/- each and issued and paid up share capital was Rs. 1101.29 lacs. The category wise distribution of shareholding during the year under report has been as under:
Category of shareholders |
No. of shares held |
% age to total share capital |
Promoters, friends, relatives and persons concert |
5828412 |
52.92 |
Non-resident Indians |
1001800 |
9.10 |
Indian general public |
4182688 |
37.98 |
LISTING:
The equity shares of the company are listed on Bombay Stock Exchange Limited (BSE) and its security code is 532124 and the company has paid the prescribed listing fee to the BSE.
BOARD OF DIRECTORS: (a) Constitution
In the matter of constitution of the Board of Directors, the provisions contained under the section 149 and section 152 of the Companies Act, 2013, have been observed. Other details of Board of Directors can be seen in the Corporate Governance report chapter to this report
The Board of directors of company comprised of total six directors and ratio of category of independent and executive Directors is 50:50.
(b) Retirement by rotation:
Mr. Rajendra Malpani retires by rotation at the forthcoming Annual Genera! Meeting and being eligible, offers himself for re-appointment. The Directors recommend re-appointment of Mr. Malpani as a Director on the Board.
The three Independent Directors at the first meeting of the Board for the Financial Year 2015-16 have confirmed that they meet the criteria of independence as required under sub-section(7) of Section 149 of the Act. The Board was also of the opinion that the six Independent Directors meet the criteria of independence under sub-section (6) of Section 149 of the Act.
(ii) Change by resignation:
During the period under report, Mr. S. SHANKAR NARAYANAN one of the executives Directors of the Company, ceased to hold the office by resignation effective from 31st December, 2015
Other details about the Board can be seen in the Corporate Governance Report that forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE;
Although your company does not satisfy the criteria of net worth and turnover required for attracting the provisions of corporate responsibility contained under Section 135, of the Companies Act, 2013, and therefore it need not to go for constitution of committee for Corporate Social Responsibilities and fulfill other requirements of the law on the subject, it still recognizes the need to minimize the impact of operation of its only hotel unit on environment. The hotel unit of the Company maintains large gardens in and around all its properties. The Company has made substantial investment for improving energy efficiencies and fresh water management in its only hotel property.
AUDIT COMMITTEE
In terms of Section 177 of the Companies Act, 2013, your Company has an Audit Committee constituted of the following Directors:
(a) Mr. Abdul Tahir, Independent Director-Chairman
(b) Mr. Ranjay K. Dawar, Independent Director, Member
(c) Mr. Rajendra Malpani, Director, Member.
All the members of the committee are financially literate within the meaning of explanation under regulation 18(1) (c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015(âListing Regulationsâ) other details can been seen in the report on corporate governance
CONSERVATION OF ENERGY:
Although the operations of the company do not involve any manufacturing and processing activities and the provisions contained-under Section 134 dealing with conservation of energy are not squarely apply to it, being conscious of conservation of energy the company has taken following steps in conservation of electric energy:
1. Installation of LED lights in lobby, public areas and corridors in place of CFL lights.
2. Improving power factor and reducing line losses by installing suitable capacitor
FOREIGN EXCHANGE EARNING:
During the financial year 2015-16 the foreign exchange earning of the company in term of Indian rupees amounted to1634966/-as against 930150/- during the previous year the expenditure in foreign exchange has been nil.
AUDITORS:
In 22 AGM of the company held on 30-09-2015 in term of Section 139 of the Companies Act 2013, M/s. Parekh Shah & Lodha, a Mumbai based firm of chartered accountant holding firm registration No.10748W was appointed as statutory Auditors of the Company to hold the office as such from the conclusion the 22nd AGM of the Company till the conclusion of 27th AGM of the Company subject to ratification of the firmâs appointment at every AGM.
Accordingly, in term of the proviso one to the aforesaid provision of the Act proposal to ratify the appointment of firm for the next term of 2016-17 is being brought up before the shareholder in the 23rd AGM for approval of shareholders.
SECRETARIAL AUDIT: Secretarial Audit of listed Shares Capital:
Pursuant to provisions under Section 204 (1) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company had appointed M/s. Baldev Dudea & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2016. The secretarial audit report submitted by the auditors does not contain any qualification, reservation or adverse remarks
The said secretarial Auditors also carried out the job of reconciling the total admitted capital with NSDL and CDSL and the total issued and listed capital. The said audit confirms that the total issued / paid up capital tallies with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL
As of the end of March 31, 2016, shares comprising approximately 83.70 % of the Company''s Equity Share Capital have been dematerialized
The Secretarial Audit Report is attached as Annexure -A_to this report...
RELATED PARTY TRANSACTIONS:
No material contract has been entered into by the Company with related parties and none of the contract or transactions with related parties fall within the purview of section 188(1) of the Act and therefore no transactions are reported in form no. AOC-2 in term of Section 134 of the Act read with Rule 8 of the Companies (Accounts) Rules 2014.
Other transactions with related parties are entered into an armâs length basis details of which are set out Under Note No 23(13) to standalone financial statements.
EXTRACT OF ANNUAL RETURN
Pursuant to the Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules 2014, the extract of annual return in prescribed form MGT-9 is annexed as Annexure-B to this report.
DEPOSITS:
During the period under report, the Company did not accept any deposits from public.
VIGIL MECHANISM
In accordance with the section 177(9) of the Companies Act 2013 and rules framed thereunder read with Regulations 22 of the Listing Regulations, the Company has a Whistle blower Policy for its directors and employees to report concern about unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct. The policy provides for protected disclosures that can be made by a whistle blower to the Chair person of audit committee. The policy is accessible on the website of the hotel undertaking www.noorussabahpalace,co.in. During the financial year under report no complaint under mechanism is received.
BOARD MEETINGS
During the financial year 2015-16, the Board met six times the details of which can be seen under the head of Corporate Governance of the report
SUBSIDIARY COMPANIES:
The Company does not have any subsidiary and associates and therefore it has nothing to report in respect thereof
HOLDING COMPANY:
Reliable Ventures India Limited is its ultimate holding company.
DIRECTORS/KEY MANAGERIAL PERSONNEL
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:
1. Mr. Sikandar Hafiz Khan, Chairman and Managing Director
2. Mr.S.Shankar Narayanan, Whole-time Dire, designated as Executive Director,
3. Mr. Rajendra Malpani, Whole time Director, designed as Executive Director
4. Mr. SS Raghuwanshi, Company Secretary
During the year Mr. S. Shankar Narayanan, one of the whole time Director has retired from the office effective from 16th December, 2015.
PARTICULARS OF EMPLOYEES:
Disclosure under Section 197 read with rule 5(1) of the Companies Act, 2013 read with Companies (Appointment and Remuneration of managerial Personnel) Rules 2014, is given under annexure âCâ to this report.
During the period under report, the Company does not have any employees on its roll that was employed throughout the year and was in receipt of remuneration aggregating to Rs. 60.00 lacs or more or was employed to part of the year and was in receipt of remuneration aggregating to Rs. 5.00 lacs per month. Hence information under Section 197(12) of the Act, read with Rule 5(2) of the Companies (Appointment and Remuneration and Managerial Personnel) Rules 2014 is nil. ,
PARTICULARS OF LOAN AND GUARANTEE
During the period under report, the Company has not given any loans, guarantees and made investment. This aspect has been covered under the auditorâs report and financial statements for the financial year under report.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATIONS
The Companies policy on directorsâ appointment and remuneration and other matters provided under Section 178(3) of the Act has been disclosed in the Corporate Governance Report that forms part of the Directors Report.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your company has an Internal Control System tailored to size and the nature of its operations aimed at providing reasonable assurance respecting recording and providing reliable financial and operational information, complying with applicable laws, safeguarding assets from unauthorized use, executing transactions under proper authorization and compliance of internal policies.
The system is manned by a full time professional accountant and IT experts. The Audit committee deliberates with the members of the management, and statutory auditors of the company as to the appropriateness of the system lay down and carry out need-based review thereof to conform to the requirements of the Company & satisfies itself of the adequacy and effectiveness of the system .The Committee also keeps the board of directors informed accordingly., Your board is of view that the control system is effective and optimum
RISK MANAGEMENT:
The Board of the Company has approved the Risk Management Policy in its meeting held on 2nd February, 2015 and also formed a Risk Management Committee (RMC) to implement and monitor the risk management plan for the Company.
BOARD EVALUATIONS
The performance of the Board as a whole, its independent, executive and none executive directors has been carried out in term and based on criteria specified in the formal Performance Evaluation policy approved by the Board.
The details in the matter of evaluation criteria, process etc. is given in the Corporate Governance part of this report.
Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, a Board Evaluation Policy has been put in place.
A structured questionnaire covering various aspects of the Boardâs functioning, Board culture, performance of specific duties by Directors and contribution to the Board proceedings was circulated to the members of the Board.. Based on the responses received, the Board as a whole, the Committees, the Chairperson and individual Directors were separately evaluated in the separate meeting of the Independent Directors and at the Meeting of the Board of Directors.
The process of review of Non-Independent Directors and the Board as a whole and also its committees were undertaken in a separate meeting of Independent Directors without the attendance of Non-Independent Directors and members of the management.
At the meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Directors, Non-Executive Directors and Independent Directors. The meeting also assessed the quality, quantity and timeliness of the flow of information required for the Board to perform its duties properly. The entire
Board of Directors, excluding the Director being evaluated, evaluated the performance of each Independent Director. The Directors have expressed their satisfaction with the evaluation process.
DETAILS OF MATERIAL ORDERS ETC. IN TERM OF SECTION 134(q) READ WITH COMPANIES (ACCOUNTS) RULES, 2014.
During the financial year under report, there are no significant or material orders passed by regulator, court or tribunal impacting the going concern status of the Company or its future operations.
INTERNAL COMPLAINTS COMMITTEE;
The company has an internal complaint committee under the Sexual Harassment of Women At Workplace (Prevention, Prohibition and Redressal) Act, 2013 for prevention and redressal of complaints of sexual harassment and for matters concerned, connected or incidental thereto.
During the financial year under report, the company did not receive any complaint at ail from any person connected to the Company.
ACKNOWLEDGMENT
The Board takes this opportunity to thank all employees for their commitment, dedication and co-operation.
By order of the Board
SIKANDAR HAFIZ KHAN
Chairman & Mg. Director
Bhopal
Dated: 14/11/2016
Mar 31, 2015
The directors have pleasure in presenting to you their Twenty Second
Annual Report together with the audited statement of accounts of the
company for the 12 months period ended 31st March 2015
FINANCIAL PERFORMANCE:
PROFIT AND LOSS ACCOUNT
Amt in Rs. Lakhs
OPERATING YEARS 2014-15 2013-14
Net Revenue 1342.97 1568.74
Other Income 50.06 42.84
Total Income 1393.02 1611.58
Profit before interest and tax 100.93 255.40
Interest payment-Net 0.00 0.00
Profit before extraordinary items 100.93 255.4
Extraordinary items 0 0.31
Profit after extraordinary Items but
before tax 100.93 255.71
Provision for taxes:
Current Taxes 16.54 50.34
Less: MAT credit entitlement 18.64 -24.11
Deferred tax liability (4.89) 53.05
Net profit ' 70.64 176.43
Appropriations 0.0Q 0.00
Transferred to Balance Sheet 70.64 176.43
Total Nos of Equity Shares of Rs. 10- each 110.129 110.129
Basic earning per share of Rs. 10- each 0.64. 1.60
BALANCE SHEET
Amt in Rs. Lakhs
Operating Years 2014-15 2013-14
Non-current Assets 2473.69 2550.17
Net Current Assets 588.46 504.23
Capital Employed 3062.15 3054.40
Represented by:
Equity share capital 1101.29 1101.29
Reserves Surplus 1142.57 1108.48
Deferred Tax Assets 319.88 324.77
Net worth 2563.74 2534.54
Loan Fund 498.41 519.86
Capital employed 3062.15 3054.40
Transfers to Reserves:
The entire profit has been retained by the company and nothing has been
transferred to any specific Reserve and that, thereafter, a sum of Rs.
36.55 lakhs being written down value of certain assets was written off
to the reserves and surplus account.
STATE OF AFFAIRS OF THE COMPANY
During the 12 months period ended 31st March, 2015 your company earned
an all-inclusive revenue of Rs. 1393.02 Lakhs as against Rs. 1611.58
in the corresponding period during the preceding financial year
reporting a decline of Rs. 218.56 lakhs (13.56%) as compared to the
preceding financial year culminating into decline into net profit by
59.96% to Rs. 70.64 lakhs from Rs. 176.43 lakhs for the preceding year
leading consequential fall of EPS to Rs. 0.64 from Rs. 1.60 during the
preceding year. This downfall is a cumulative effect of a very weak
demand coupled with excess supply of rooms and fierce competition with
the mushrooming marriage gardens and halls in the unorganized and
unregulated sector that prevailed during the year within the city of
Bhopal.
Due to phenomenal decline in the profitability and resulting inadequacy
of liquid financial resources, the Company has not been able to
implement its plan for addition of room inventory and continues to have
whopping amount of unsecured loans.
During the period under report, the net worth of the Company improved
by Rs. 26.30 Lakhs only as against Rs. 229.48 Lakhs in the preceding
financial year.
DIVIDEND
In view the inadequacy of profits and the company's needs for financial
resources for financing inter-alia, its overdue room addition plan as
well to repay the outstanding unsecured loan, your directors did not
declare any dividend for this year too.
SHARE CAPITAL:
During the period under report, the authorized share capital of the
company remained at its previous year level of Rs.2500.00 lakhs divided
into 250, 00,000 Equity shares of Rs. 10/-each.
The issued, subscribed and paid-up share capital of the Company too
remained at its level of previous year at Rs. 1101.29 lakhs divided
into 110,12,900 equity shares of Rs. 10/- each. The category-mix of the
shareholdings and its distributions as at 31st March. 2015 have been
as under:
Category of Shareholdings as
at 31st March 2015 Nos. held. Percentage
of total
Promoters, friends, relatives & persons
in concert. 5626155 51.09
Non-resident Indians 1001750 09.10
Indian general public 4384995 39.81
Total 11012900 100.00
Distribution of shareholdings as at 31st day of March, 2015 based on
number of holders in term of number and percentage has been given under
the Report on Corporate Governance which forms a part of this Annual
Report.
LISTING:
The Equity Shares of your Company are listed on the Bombay Stock
Exchange Limited(BSE) and its security code is 532124.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the board of
directors, to the best of their knowledge and ability, confirm that:
(a) in the preparation of the annual accounts, the applicable
accounting standards have been followed and there have been no material
departures;
(b) such accounting policies have been selected 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) proper and sufficient care has been taken for the maintenance of
adequate accounting records in accordance with the provisions of the
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(d) the Annual Accounts have been prepared on a going concern concept
basis;
(e) Internal financial Controls have been laid down to be followed by
the Company and such internal financial controls are adequate and
operating effectively;
(f) Proper Systems have been devised to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
Keeping in view the pattern of internal financial controls, compliance
systems established and maintained by the Company, work performed by
the internal, statutory and secretarial auditors and need- based
reviews undertaken by management and the Audit committee, your Board is
of the opinion that the Company's internal financial controls were
adequate and effective during the financial year 2014-15.
CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL
Change by resignation:
During the period under report, Mr. Parkash Singh, one of the
non-executives Directors 'of the Company, ceased to hold the office by
resignation effective from 2nd day of February, 2015.
Change by Appointments:
Non-executive Director
In term of requirements of 2nd proviso to sub-section (1) of Section
149 of the Companies Act, 2013, read with Rule (3) of the Companies
(Appointment and Qualification of Directors) Rules, 2014 and pursuant
to Section 161 of the Companies Act, 2013, read with Article 80 of the
Articles of Association of the Company, effective from 30th March,
2015, Ms. Sanobar Bano ( DIN 07139513), one of the relatives of Mr.
Sikandar Hafiz Khan, the Managing Director and one of the promoters of
the Company, was inducted as an Additional Director.. Ms Sanober Bano
shall hold the office till the date of the ensuing Annual General
Meeting unless she is appointed as Director of the Company. The Company
has received a requisite notice from one of the shareholders of the
Company pursuant Section 160 of the Companies Act, 2013, proposing her
candidature for appointment as Director to Retire by Rotation.
Accordingly, a proposal tailored to the said notice is being brought up
for your approval at the ensuing Annual General Meeting.
Independent Directors:
Pursuant to the provisions of Section 149 of the Companies Act 2013 Mr.
Chandan Mitra (DIN 00037634), Mr. Abdul Tahir (00215129), and Mr.
Ranjay K. Dawar (DIN 00016898) were appointed as independent directors
at the 21st Annual General Meeting of the Company held on 24th day of
December, 2014. The terms and conditions of appointment of independent
directors are as per Schedule IV of the Act. They have submitted a
declaration that each of them meets the criteria of independence as
provided in Section 149(6) of the Act and there has been no change in
the circumstances which may affect their status as independent director
during the year.
Retirement by Rotation
In accordance with the provisions of Section 152 of the Act read with
Article 86 and 87 of the Articles of Association of the Company, Mr. S.
Shankar Narayanan, (DIN 00021561) will retire by rotation at the
ensuing Annual General Meeting (AGM) of your Company and being
eligible, offer himself for re- election as director . The Board of
Directors of your Company recommended his re-election to the office of
Director liable to retire by rotation. Accordingly, a proposal to this
effect is being brought up for your approval at the ensuing Annual
General Meeting
In term of approval granted by you in the last Annual General Meeting
of the Company held on 24th day of December, 2014, the tenure of Mr. S.
Shankar Narayanan as an Executive Director of the Company was to
determine effective from the 1st day of January, 2015. However, based
on the recommendations of Nomination & Remuneration Committee made in
exigency of business and subject to your approval, your Board of
Directors find it expedient to extend his tenure again for a duration
from 1st day of January, 2015 to 15th day of December, 2015. According
a proposal to this effect is also being brought up for your approval in
the ensuing Annual General Meeting of the Company.
Key Managerial Personnel
During the year there was no change in the Key Managerial Personnel of
your Company.
NUMBER OF MEETINGS OF THE BOARD
During the Financial year under report, the Board of your company met
for Four times and the relevant details are available in the chapter
containing "Corporate Governance Report" which forms part of this
report.
BOARD EVALUATION
The performance of the Board as a whole, its independent, executive and
pone executive directors has been carried out in term and based on
criteria specified in the formal Performance Evaluation policy approved
by the Board. The details in the matter of evaluation criteria, process
etc. is given in the Corporate Governance part of this report.
In a separate meeting of independent Directors, performance of
non-independent directors, performance of the board as a whole and
performance of the Chairman 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.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS
ETC.
The Company's policy on directors' 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 the directors'
report
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIRADEQUACY
Internal financial controls of the company are tailored to its size and
the nature of its operations aimed at providing reasonable assurance
respecting recording and providing reliable financial and operational
information, complying with applicable laws, safeguarding assets from
unauthorized use, executing transactions under proper authorization and
compliance of internal policies.
The system is manned by a full time professional accountants and IT
experts. The Audit' committee deliberates with the members of the
management, and statutory auditors of the company as to the
appropriateness the system laid down and carry out need-based review
thereof to conform to the requirements of the Company satisfies itself
of the adequacy and effectiveness of the system The Committee also
keeps the board of directors informed accordingly. In view of this,
your board is of view the control system is effective and optimum.
COMMITTEES OF THE BOARD
In term of requirements of the Companies Act, 2013 and the clause 49 of
the Listing Agreement, the Company has constituted five committees
namely Audit Committee, Nomination and Remuneration Committee, Stake
Holders Committee, Risk Management Committee, Internal Complaint
Redressal committee.
The details respecting term of references, members etc. are given
under the Corporate Governance report that forms part of this Annual
report.
AUDITORS
Pursuant to the provisions of Section 139 of the Act and the rules
framed there-under, M/s. MAK & Associates, a firm of Chartered
Accountants holding firm registration NO.3060-C, was reappointed as
statutory auditors of the Company to hold the office from the
conclusion of the 21 st annual general meeting (AGM) of the Company
held on 24th December, 2014 till the conclusion of 22nd AGM of the
Company. Keeping in view the sufficiently prolonged tenure the firm
M/s. MAK & Associates have had with your Company and in line with the
provisions of Section 139(2) of the Companies Act, 2013, your company
finds it expedient to replace them by any other competent firm of
Chartered Accountants.
Accordingly, in term of Section 139(2) of the Companies Act. M/s.
Parekh Shah & Lodha a firm of Mumbai based chartered accountants having
registration No. 107487W, and who have confirmed their eligibility and
brought on the record of the company required declarations and
undertakings is proposed to be appointed as the Statutory Auditors of
the Company to hold the office as such from the Conclusion of 22nd
Annual General Meeting to the 27th AGM of the Company subject to the
ratification of the appointment by the members in each annual general
meeting on the terms & conditions and payment of fee on yearly basis as
may be approved by the Board of Directors of the Company.
AUDITORS' REPORT AND SECRETARIAL AUDITORS'REPORT
The Report of the Statutory Auditors M/s. MAK & Associates, Chartered
Accountants, and the Secretarial Audit Report in term of Section 204 of
the Companies Act, 2013, for the Secretarial Audit carried out by M/s.
Baldev Dudea, Company Secretaries do not contain any qualifications,
reservations or adverse remarks. The Report of the secretarial auditor
is given as an Annexure-A forming part of this report
RISK MANAGEMENT
The Board of the Company has approved the Risk Management policy in its
meeting held on 2nd February, 2015 and also formed a Risk Management
Committee (RMC) to implement and monitor the risk management plan
For the Company.
The development and implementation of RMC has been covered in the
Management Discussion And Analysis, which forms part of this report.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
During the period under report, the Company has not given any loans,
guarantees and made investment. This aspect has been disclosed in the
auditors report and financial statements.
TRANSACTIONS WITH RELATED PARTIES
None of the transactions with related parties falls within the purview
of Section 188(1) of the Act and therefore . Accordingly, no
transactions are being reported in Form No. AOC-2 in terms of Section
134 of the Act read with Rule 8 of the Companies (Accounts) Rules,
2014. Other transactions with related parties pursuant to Section
134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts)
Rules, 2014 are entered into on an armed length basis and details of
which is given in Annexure- A to the report of the Auditors
Your Company's Policy on Related Party Transactions, as approved by
your Board, can be accessed on the website of the Company at
"noorussabahpalace.com"
CORPORATE SOCIAL RESPONSIBILITY
During the year under report, your company did not fall within the
category of companies measured in term of level of net worth, turnover
and profitability criteria prescribed for attaching obligation of
formulation of Corporate Social Responsibility (CSR) Policy and
constitution of CSR Committee prescribed under Section 135 of the
Companies Act, 2013, read with CSR Rules framed there under and that,
therefore the said obligation does not apply to your company. Hence
your company has noting to report about CSR matters.
EXTRACT OF ANNUAL RETURN
As provided under Section 92(3) of the Act, the extract of annual
return is given in Annexure-B to this report in the prescribed Form
MGT-9, which forms part of this report.
PARTICULARS OF EMPLOYEES IN TERM OF SECTION 197 OF THE COMPANIES ACT,
2013
Disclosure in term of Section 197 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is
attached to this report as Annexure-C to this report.
During the financial year under report , the Company does not have on
its roll any employee who was employed through out the year and was in
receipt of remuneration aggregating to Rs. 60.00 lakhs or more or was
employed for part of the year and was in receipt of remuneration
aggregating to Rs. 5.00 lakhs per month.
Hence, the information required under Section 197(12) of the Act read
with rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is nil. j.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE
COMPANY
During the intervening period from the date of Financial Statement and
the date of signing this report, there has been no material changes and
Commitment affecting financial position of the Company.
DETAILS OF MATERIAL ORDERS ETC. IN TERM OF SECTION 134(q) READ WITH
COMPANIES (ACCOUNTS) RULES, 2014.
During the financial year under report, there are no significant or
material orders passed by regulator, court or tribunal impacting the
going concern status of the Company or its future operations.
The Financial statements of the Company for the year under report have
been compiled based on going Concern Concept
OTHER STATUTORY STAEMENTS
Conservation of Energy and technology adoption:
As the Company's operations do not involve any manufacturing or
processing activities, the particulars as per Section 134 of the
Companies Act, 2013, Companies (Disclosures of Particulars in the
Report of the Board of Directors) Rules, 1988 regarding conservation of
energy and technology absorption, are not applicable.
Earning and out go in foreign exchange:
During the financial year under report your company earned Foreign
Exchange equivalent to Indian Rupees 9.30 lacs as against Rs. 1031 lacs
during the preceding financial year and like preceding year, during the
year under report nothing is expended in foreign exchange at all.
Public Deposits:
Your Company has not accepted any deposit from the
public/members under Section 73 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposits) Rules, 2014 during the year
Compliance with Clause 49 of the Listing Agreement - Corporate
Governance
The certificate of the Auditors, MAK & Associates, Chartered
Accountants, Indore confirming compliance of conditions of Corporate
Governance as stipulated under Clause 49 of the Listing Agreement with
the Stock Exchanges in India, is annexed.
ACKNOWLEDGEMENTS:
Your Directors are pleased to place on record their grateful and
sincere thanks for excellent support and co-operation your company
received from the Ministry of Tourism, Govt, of India and Department of
Tourism of Govt, of Madhya Pradesh, banks and other government bodies
and we look forward to their continued support and patronage in future.
Your Directors wish to record their appreciation of the excellent
efforts put in by the executives and staff at all levels which
culminated into creation of better financial and operational
performance record for the company and hope that this trend would be
kept even during the ensuing years
Sikandar Hafiz Khan
Chairman & Mg. Director.
Bhopal: 24/8/2015
Mar 31, 2014
Dear Members,
The directors have pleasure in presenting to you their Twenty First
Annual Report together with the audited statement of accounts of the
company for the 12 months period ended 31 st March 2014
FINANCIAL PERFORMANCE:
During the 12 months period ended 31st March, 2014 your company earned
an all-inclusive revenue of Rs. 1611.58 Lakhs against Rs 1646.07 lakhs
earned in the
corresponding period during the preceding financial year reporting a
meager decline of Rs.33.00 lakhs over the corresponding period in the
preceding financial year culminating into fall in the EPS by Rs..0.10.
per share. This state of affairs is attributed largely to weak demand
and excess supply of rooms. Despite this, the net worth of the Company
improved by Rs. 229.48 lacs over the preceding financial year. The
financial performance of the Company is summarized below:
PROFIT AND LOSS ACCOUNT
Amt in Rs. Lakhs
Operating Years 2013-14 2012-13
Net sales 1568.74 1607.77
Other Income 42.84 38.3
Total Income 1611.58 1646.07
Profit before interest and tax 255.40 269.79
Interest payment-Net 0.00 0
Profit before extraordinary items 255.4 269.79
Extraordinary items 0.31 -1.36
Profit after extraordinary Items but
before tax 255.71 268.43
Provision for taxes:
Current Taxes 50.34 53.73
Less: MAT credit entitlement -24.11 -53.73
Deferred tax liability 53.05 81.49
Net profit 176.43 186.94
Total Nos of Equity Shares of Rs. 10-each 110.129 110.129
Basic earning per share of Rs. 10- each 1.60 1.70
BALANCE SHEET
Amt in Rs. Lakhs
Operating Years> 2013-14 2012-13
Non-current Assets 2550.17 2571.91
Net Current Assets 504.23 314.14
Capital Employed 3054.40 2886.05
Represented by:
Equity share capital 1101.29 1101.29
Reserves Surplus 1108.48 932.05
Deferred Tax Assets 324.77 271.72
Net worth 2534.54 2305.06
Loan Fund 519.86 580.99
Capital employed 3054.40 2886.05
DIVIDEND
As reported during the preceding year, the company needs financial
resources for financing its room addition plan as well to repay the
outstanding unsecured loan, your directors do not recommend a dividend
for the year
SHARE CAPITAL:
During the period under report, the authorized share capital of the
company remained at its previous year
level of Rs.2500.00 lakhs divided into 250, 00,000 Equity shares of Rs.
10/- each. The issued, subscribed and paid-up share capital of the
Company too remained at its level of previous year at Rs. 1101.29 lakhs
divided into 110,12,900 equity shares of Rs. 10/- each. The
category-mix of the shareholdings and its distributions as at 31 st
March. 2014 have been as under:
LISTING:
The Equity Shares of your Company are listed on the Bombay Stock
Exchange Limited(BSE) and its securitycode is532124.
BOARD OF DIRECTORS:
In accordance with the applicable provisions of Companies Act 2013 read
with the Articles of Association of the Company, one of the Directors
Mr. Rajendra Malpani, ( DIN 01502271) retires by rotation and is
eligible for re-appointment as such.
Besides, .pursuant to the provisions of Section 149 and other
applicable provisions, if any, of the Companies Act, 2013, it is
proposed to appointment Mr. Abdul Tahir(DIN 00215129), Mr. Ranjay K
Dawar(DIN 00016898) and Mr. Chandan Gupta (DIN 00037634) as Independent
Directors of the Company for a consecutive term of five years each
effective from the conclusions of the 30th September 2014.
Accordingly, suitable proposals seeking your approval for the aforesaid
reappointment / appointments as Directors are being brought up at the
ensuing Annual General Meeting.
Brief resumes of proposed appointee and/ re-appointee nature of their
expertise are annexed to this report and farms part of the report.
Based on the confirmations received, none of the Directors are
disqualified for appointment under Section 273(1 (g) of the Companies
Act, 1956 and Section 164(2) of the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the
information and explanations obtained by them, your Directors make the
following statements in term of Section217 (2AA) of the Companies Act,
1956
(a) That in the preparation of the Annual Accounts for the financial
year ended 31st March, 2014; the applicable accounting standards have
been followed along with proper explanation relating to material
departures, if any.
(b) That in consultation with the Statutory Auditors 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 as at 31st March, 2014 and of the profit of the Company for
the year ended on that date
(c) That the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 for safeguarding the assets of
the company and for preventing and detecting fraud and other
irregularities; and
(d) The annual accounts have been prepared based on going concern
concept.
MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
The annexed Management Discussion and Analysis ("MDA") forms a part
of this Report and covers, inter- alia, the performance of the Company
during the financial year 2013-2014 as well as the future outlook
CORPORATE GOVERNANCE
In term of requirement of Clause 49 of the Listing Agreement, the
report on Management Discussion & Analysis, Corporate Governance as
well as the certificate from the Auditors of the Company regarding
compliance of conditions of Corporate Governance, form part of the
Annual Report.
AUDITORS:
The auditors of the Company, M/S. MAK & Associates, Chartered
Accountants, retire at the forthcoming Annual General Meeting and are
eligible for re-appointment. M/s. MAK & Associates have confirmed that
their reappointment, if made, will comply with the eligibility criteria
prescribed in term of Section 141 (3) of the Companies Act, 2013...
Directors recommend their re- appointment as auditors of the Company
for the financial year 2014-2015.
The Ministry of Corporate Affairs, Government of India has notified the
provisions of Section 139 of the
Companies Act 2013 for appointment and reappointment of auditors
effective from 1 st day of April, 2014. Pursuant to Section 139(2) of
the Companies Act 2013 and rules formulated there under, no listed
company shall appoint or reappoint an audit firm as auditors for more
than two terms of five consecutive years. Further the aforesaid
appointment and reappointment is subject to ratification by the Members
of the Company at every Annual General Meeting... The 3rd proviso to
Section 139(3) makes it obligatory on the listed companies to comply
with this provision within 3 years from the date of the commencement of
the Companies Act, 2013...
Pursuant to the 3rd proviso to Section 139(2) aforesaid provisions, the
Audit Committee and the Board of Directors of the Company find it worth
while to defer the compliance of the Section 139(2) of the Act for the
time being and recommend the reappointment of M/s. MAK & Associates
only forfinancial year 2014-15
AUDITORS''REPORT:
The notes on accounts referred to in the Auditors'' Report dated
10-11-2014 appended hereto read with the Management Discussion and
Analysis and other disclosures made /brought out herein above are
almost self-explanatory and, therefore, generally do not require any
further or supplemental comments from your Directors.
STATUTORY STATEMENTS:
1. Public Deposit
During the period under report too, your company has not accepted any
deposit from public in term of Section 58-Aof the Companies Act, 1956
and rules framed and notifications issued there under.
2. Information as per Sec 217(1 )(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 for the year ended 31st March 2014 are given as
under: -
(a) Conservation of Energy:
The basic engineering design of the Hotel is based on optimum energy
consumption and provision is made to conserve energy to the maximum
possible extent, which would reduce the liability on energy bills.
(b) Technology Absorption:
During the year no amount has been incurred on technology absorption
(Previous Year Rs. NIL)
(c) Foreign Exchange Earnings & Outgo:
During the period under report, your company earned Foreign Exchange
equivalent to Indian Rupees 1.32 lacs against Rs. 46.28 lacs during the
preceding accounting period. During the period under report too, your
company did not spent any amount in foreign exchange.
(d) Particulars of employees under section 217(2a) of the companies
Act, 1956.
During the period under report, there are no employees on the roll of
the Company requiring reporting under Section 217(2A) of the Companies
Act, 1956 read with Companies (Particulars of Employees) Rules, 1975,
as amended.
ACKNOWLEDGEMENTS:
Your Directors place on record their grateful and sincere thanks for
excellent support and co-operation your company received from the
Ministry of Tourism, Govt, of India and Department of Tourism of Govt,
of Madhya Pradesh, banks and other government bodies and we look
forward to their continued support and patronage in future. Your
Directors wish to record their appreciation of the excellent efforts
put in by the executives and staff at all levels which culminated into
creation of better financial and operational performance record for the
company and hope that this trend would be kept even during the ensuing
years
Bhopal : Sikandar Hafiz Khan
Nov., 10th ,2014 Chairman
Mar 31, 2012
The directors have pleasure in presenting to you their Nineteenth
Annual Report together with the audited statement of accounts of the
company for the 12 months period ended 31st March 2012
FINANCIAL PERFORMANCE:
During the 12 months period under report ended 31st March, 2012, your
company earned an all-inclusive revenue of Rs. 1570.51 lakhs against
Rs. 1329.28 lakhs earned in the corresponding period during the
preceding financial year reporting a growth of Rs.241.23 lakhs being
18.14 per cent over the corresponding period in the preceding financial
year/. During the period under report, the profit before extraordinary
items rose marginally to Rs.269.46 Lacs from Rs 250.76. lakhs during
the preceding financial year. The financial performance of the Company
is summarized below:
PROFIT & LOSS ACCOUNT
Amt in Rs. Lakhs
Operating years > 2011-12 2010-11
Net sales 1542.79 1305.41
Other income 27.72 23.87
Total income 1570.51 1329.28
269.46 250.76
Profit before Interest and tax
Interest payment (net) 0.00 0.00
Profit before extra-ordinary Items 269.46 250.76
Extra-ordinary items( prior period adj.) 5.41 0.26
Profit after extra-ordinary item but before tax 265.34 250.50
Provision for taxes::
Current tax 53.21 (50.33)
Deferred tax liability 80.21 (76.00)
MAT credit entitlement 53.21 50.33
Net profit 185.13 174.50
Total No. of equity shares of Rs. 10/- each 1101.29 110.129
Basic earning per share of Rs. 10/- each 1.68 1.58
BALANCE SHEET
Amt in Rs. Lakhs
2011-12 2010-11
Operating years >
244.39 2371.11
Net Non-current assets
354.77 287.7
Net current assets
0 00
Misc. expenses
2799.16 2658.81
Capital employed
Represented by
1101.29 1101.29
Equity capital
745.10 559.98
Reserve & Surplus
deferred tax 190.24 110.03
2036.63 1771.30
Net worth
762.53 887.31
Loan fund
2799.16 2658.81
Capital employed
SHARE CAPITAL:
During the period under report there has been no change in Share
capital of the Company and, the authorized share capital of the company
remained at its previous year level of Rs.2500.00 lakhs divided into
250, 00,000 Equity shares of Rs. 10/- each. The issued, subscribed and
paid-up share capital of the Company too remained at its level of
previous year at Rs. 1101.29 lakhs divided into 110, 12,900 equity
shares of Rs. 10/- each. The category-mix of the shareholdings and its
distributions as at 31st March. 2012. have been as under:
Category of Shareholdings as at 31st
March 2012 Category of Nos. held. Per cent age of
holders total
Promoters, friends, relatives &
persons in concert. 5324512 48.348
Non-resident Indians 1005510 9.130
Indian general public 4682874 42.322
Total 11012900 100.00
Distribution of Shareholdings as at 31st March 2012
No. Of No of % of share Total % of share
Shares held Shareholders Holders Shares held Holdings
1-100 241 13.62 14948 .14
101-200 97 5.48 18398 .17
201-500 821 46.38 397101 3.61
501-1000 275 15.54 250007 2.27
1001-5000 231 13.05 641929 5.83
5001-10000 26 1.47 212141 1.93
10001-100000 60 3.39 1890642 17.17
100001 & above 19 1.07 7587734 68.90
Total 1770 100.00 11012900 100.00
CAPITAL EXPENDITURE:
Up to the close of the financial year under report, your company
incurred a capital expenditure of Rs 3127.77 lakhs including Work in
process worth Rs. 8.02 against 3013.93 lakhs, including
work-in-progress worth Rs. 32.26 lakhs in proceeding year, representing
a capital expenditure of Rs. 113.84 lakhs during the period under
report.
PROJECT IMPLEMENTATIN STASTUS
As the members are aware, out of the 70 rooms' facility planned by the
company, till the close of preceding financial year it had completed
and opened for commercial use only 57 rooms. A very thin growth in term
of financial performance of the company inhibited the proposed addition
of 13 more rooms to the room inventory of the company and despite a
capital expenditure to the tune Rs. 113.84 lakhs, the said addition of
room is yet to be completed with the anticipation of its completion and
commercial use by the end of the currentfinancial year.
AUDITORS:
M/S. MAK & Associates, Chartered Accountants, Indore, the statutory
auditors of the company shall hold office as such till the conclusion
of the ensuing Annual General Meeting of the Company. A proposal to
re-appoint them as such, subject to fulfillment of conditions
prescribed under Section 224(IB) of the Companies Act, 1956, is being
brought up at the ensuing Annual General Meeting.
STATUTORY STATEMENTS:
1. Public Deposit
During the period under report too, your company has not accepted any
deposit from public in term of Section 58-Aof the Companies Act, 1956
and rules framed and notifications issued there under.
2. Information as per Sec 217(1 )(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 for the year ended 31st March 2012 are given as
under: -
(a) Conservation of Energy:
The basicengineering design of the Hotel is based on optimum energy
consumption and provision is made to conserve energy to the maximum
possible extent, which would reduce the liability on energy bills.
(b) Technology Absorption:
During the year no amount has been incurred on technology absorption
(Previous Year Rs. NIL)
(c) Foreion Exchange Earnings & Outgo:
During the period under report, your company earned Foreign Exchange
equivalent to Indian Rupees 48.91 lakhs against 53.14 lakhs during the
preceding accounting period. During the period under report too, your
company did not spent any amount in foreign exchange.
1. Statement pursuant to Sec. 217 (2AA) of the Companies Act 1956:
Your Directors are pleased to state that the Financial results for the
period under report have been compiled observing the Going Concern
Concept, Accrual & historical record basis conforming to the accounting
standards specified under Section 211(3C) of the Companies Act to
ensure that the statements disclose true and fair view of the state of
affairs of the operations of the company and that in the said
compilation due care has been taken to see that adequate accounting
record in accordance with the statutory requirements for safeguarding
the assets of the company does exist and that possibilities of fraud
and other irregularities in the Company, if any, are timely detected,
provided for and recurrence thereof is prevented and that the
statements reflect true and fair view of the state of affairs of the
Company as at the 31st March, 2012 and the profit and loss for the
accounting period ended on the said date.
Constitution of Audit Committee:
In term of requirements of Section 292 (A) of the CompaniesAct, 1956,
during the period under report your company continues to have an Audit
Committee consisting of three non-executive independent directors
namely Mr. Abdul Tahir, Mr. Rajendra Malpani and ;Mr. Ranjay K. Dawar
under the Chairmanship of Mr. Abdul Tahir one of the independent none-
executive directors. Keeping in view the requirements of Clause 49 of
the Listing agreement, the committee was entrusted with assignments as
brought out under the Corporate Governance Section of this report and
that the Board of Directors generally agreed with and adhered to the
suggestions made by the committee in the areas assigned to it and that
to reply your queries, if any, the Chairman of the Committee shall be
with you at the ensuing Annual General Meeting.
CHANGES IN THE DIRECTORATE:
Mr... Mr. Shankar Narayanan and Mr. Abdul Tahir, two of the Rotational
Directors of the Company being longest in office , shall retire on the
conclusion of the ensuing Annual General Meeting. However, being
eligible, they offer themselves for reappointment and, therefore, a
proposal to re-appoint them as such is being brought up before the
members at the ensuing Annual General Meeting. The particular of
directors seeking reappointment is annexed to the notice.
Besides, subject to the approval of members in the ensuing General
Meeting, the Board of Directors of the Company in its meeting held on
22Ã' day of October,, 2011. approved appointment of one of the
rotation Directors Mr. Rajendra Malpani as Whole- time Director of the
company effective from 1 st day of Oct., 2011. Accordingly a proposal
seeking approval of the members is being brought up before the members
at the ensuing annual General Meeting along with requisite details in
term of Clause 49 of the Listing Agreement.
DIVIDEND
Keeping in view the fact that the Company is carrying substantial
amount of unsecured borrowings and needs further capital outlay to
finance its expansion plan, your directors feel that for the present it
is not in the long term interest of the company to recommend any
dividend during the year under report.
PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A1 OF THE COMPANIES ACT.
1956.
During the period under report, the company did not employ any person
particulars of whose are required to be reported under the aforesaid
provisions of the Act, as amended up to date.
DEMATERIALISATION OF SHARES
The Shares of the Company are required to be compulsorily traded in the
dematerialized form. It shares are admitted for trading under both the
Depository Systems in India- NSDL and CDSL. The International
Securities Identification Number (ISIN) allotted to the Company's
shares under the Depository System is INE 419H01019. A total of 9031000
shares being 82.00 per cent of the total paid up shares capital of the
company have already been dematerialized as on 31 st day of March
2012.
SECRETARIAL AUDIT:
In term of requirement of SEBI and Stock Exchanges, a Secretarial audit
by Mr. Baldev Dudea, a Fellow Member of the ICSI Certificate of
Practice No. 4428 was carried out to reconcile the total share capital
admitted with the NSDL and CDSL with the total issued and listed
capital. The said audit is carried out on quarterly basis which aims at
confirming that the total issued/paid -up capital tallies with the
aggregate of shares existing in physical and demat form held with the
said depositories.
REGISTRAR AND SHARE TRANSFER AGENTS:
M/s. Sharex Dynamic (India) Pvt. Ltd located at 17/B, Dena Bank
Building, 2nd Floor, Horniman Circle, Fort, Mumbai, continues to hold
the office of Share Transfer Agents & Registrar of the Company. This
company undertakes securities registry job from its unit NO. 1 Located
at Luthra Industrial Premises, Andheri Kurla Road, Safed Pool, Andheri
(E), and Mumbai.
AUDITORS' REPORT:
The notes on accounts referred to in the Auditors' Report dated 25th'
day of July August, 2012, appended hereto read with the Management
Discussion and Analysis and other disclosures made /brought out herein
above are almost self-explanatory and, therefore, generally do not
require any further or supplemental comments from your Directors.
ACKNOWLEDGEMENTS:
Your Directors place on record their grateful and sincere thanks for
excellent support and co-operation your company received from the
Ministry of Tourism, Govt, of India and Department of Tourism of Govt,
of Madhya Pradesh, banks and other government bodies and we look
forward to their continued support and patronage in future. Your
Directors wish to record their appreciation of the excellent efforts
put in by the executives and staff at all levels which culminated into
creation of better financial and operational performance record for the
company and hope that this trend would be kept even during the ensuing
years.
FOR & ON BEHALF OF THE BOARD
Sd/-
SIKANDAR HAFIZ KHAN
CHAIRMAN & MG. DIRECTOR
Place: Bhopal
25th Aug., 2012
Mar 31, 2010
The directors have pleasure in presenting to you their Seventeenth
Annual Report together with the audited statement of accounts of the
company for the 12 months period ended 31st March 2010
FINANCIAL PERFORMANCE:
During the 12 months period under report ended 31st March, 2010, your
company earned an all-inclusive revenue of Rs. 1156.80 lacs against Rs.
1114.00 lacs earned in the corresponding period during the preceding
financial year reporting a very meagre growth of Rs. 42.80 lacs being
3.85 per cent over the corresponding period in the preceding year.
During the period under report, the profit before extraordinary items
rose marginally to Rs. 244.09 lacs from Rs. 241.53 lacs during the
preceding financial year. The financial performance of the Company is
summarized below:
Amt in Rs. lacs
PROFIT & LOSS ACCOUNT
Operating years > 2009-10 2008-09
Net sales 1136.78 1079.21
Other income 20.02 34.79
Total income 1156.80 1114.00.
Profit before Interest and tax 244.27 245.41
Interest payment (net) 0.18 3.88
Profit before extra-ordinary items 244.09 241.53
Extra-ordinary items
(Written pack
prov + prior period adj.) 1.51 3.74
Profit after extra-ordinary item
but before tax 245.60 245.27
Provision for taxes::
Current tax (41.48) (27.22)
FBtax 0.00 (1.27)
Deferred tax liability/ assets (74.02) 10.92
MAT credit entitlement 41.48 0.00
Net profit 171.58 227.69
Total No. of equity shares of Rs.10/- each 110.129 110.129
Basic earning per shares of Rs. 10/- each 1.56 2.07
BALANCE SHEET
Operating years 2009-10 2008-09
Net fixed assets 2204.92 2135.19
Net current assets 369.17 292.29
Misc. expenses 0.00 0.00
Capital employed 2574.09 2427.48
Represented by
Equity capital 1101.29 1101.29
Reserve& Surplus 385.48 213.89
deferred tax 34.03 0
Net worth 1520.80 1315.18
Loan fund 953.29 615.8
Share Application money 100.00 496.5
Capital employed 2574.09 2427.48
The growth rate reported by the company during the year under report is
very meagre as compared to the previous year and seems to suggest that
the recession has almost stalled the growth of the company in term of
its financial performance requiring the company to explore and deploy
marketing strategy that commensurate with the economic scenario to
register better growth in the ensuing financial year .
SHARE CAPITAL:
During the period under report, the authorized share capital of the
company remained at its previous year level of Rs.2500.00 lacs divided
into 250,00,000 Equity shares of Rs. 10/- each. The issued, subscribed
and paid-up share capital of the Company too remained at its level of
previous year at Rs. 1101.29 lacs divided into 110,12,900 equity shares
of Rs. 10/- each. The category-mix of the shareholdings and its
distributions as at 31" March. 2010. have been as under:
CAPITAL EXPENDITURE:
Up to the close of the financial year under report, your company
incurred a capital expenditure of Rs 2917.29 lacs, including
work-in-progress worth Rs. 82.00 lacs against Rs. 2715.69 lacs in
proceeding year, representing a capital expenditure of Rs, 201.60 lacs
during the period under report.
PROJECT IMPLEMENTATION STATUS
As the members are aware, out of the 70 rooms facility planned by the
company, till the close of preceding financial year it had completed
and opened for commercial use only 57 rooms. A very thin growth in term
of financial performance of the company inhibited the proposed addition
of 13 more rooms to the room inventory of the company and despite a
capital expenditure exceeding Rs. 2.00 crores . the said addition of
room remained in progress only with the hope that the said addition
would materialize and put to commercial use by the end of the current
financial year.
AUDITORS:
M/S. MAK & Associates, Chartered Accountants, Indore, the statutory
auditors of the company shall hold office as such till the conclusion
of the ensuing Annual General Meeting of the Company. A proposal to
re-appoint them as such, subject to fulfillment of conditions
prescribed under Section 224(IB) of the Companies Act, 1956, is being
brought up at the ensuing Annual General Meeting.
STATUTORY STATEMENTS :
1. Public Deposit
During the period under report too, your company has not accepted any
deposit from public in term of Section 58-A of the Companies Act, 1956
and rules framed and notifications issued there under.
2. Information as par Sec 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosure of Particulars in the Report of Board of
Directors) Rules, 1988 for the year ended 31st March 2010 are given as
under: -
(a) Conservation of Energy :
The basic engineering design of the Hotel is based on optimum energy
consumption and provision is made to conserve energy to the maximum
possible extent, which would reduce the liability on energy bills.
(b) Technology Absorption:
During the year no amount has been incurred on technology absorption
(Previous Year Rs. NIL)
(c) Foreign Exchange Earnings & Outgo:
During the period under report, your company has earned Foreign
Exchange equivalent to Indian Rupees 53.09 lacs against 53.11 lacs
during the preceding accounting period. During the period under report
too, your company did not spent any amount in foreign exchange.
3. Statement pursuant to Sec. 217 (2AA) of the Companies Act 1956:
Your Directors are pleased to state that the Financial results for the
period under report have been compiled observing the Going Concern
Concept, Accrual & historical record basis conforming to the accounting
standards specified under Section 211(3C) of the Companies Act to
ensure that the statements disclose true and fair view of the state of
affairs of the operations of the company and that in the said
compilation due care has been taken to see that adequate accounting
record in accordance with the statutory requirements for safeguarding
the assets of the company does
exist and that possibilities of fraud and other ir-regularities in the
Company, if any, are timely detected, provided for and recurrence
thereof is prevented and that the statements reflect true and fair view
of the state of affairs of the Company as at the 31" March, 2010 and
the profit and loss for the accounting period ended on the said date.
Constitution of Audit Committee:
In term of requirements of Section 292 (A) of the Companies Act, 1956,
during the period under report your company continues to have an Audit
Committee consisting of three non-executive independent directors
namely Mr. S. Shankar Narayanan, Mr. Mohd. Hafiz Khan, and Mr. Rajendra
Malpani under the Chairmanship of Mr. Shankar Narayanan, an Independent
& non executive director. Keepingin view the requirements of Clause 49
of the Listing agreement, the committee was entrusted with greater
assignments as brought out under the Corporate Governance Section of
this report and mat the Board of Directors generally agreed with and
adhered to the suggestions made by the committee in the areas assigned
to it and that to reply your queries, if any, the Chairman of the
Committee shall be with you at the ensuing Annual General Meeting.
CHANGES IN DIRECTORSHIPS:
Mr.. Mohd Hafiz Khan and Mr. S .Shankar Narayanan, two of the
Rotational Directors of the Company, shall retire on trie conclusion of
the ensuing Annual General Meeting. However, being eligible, they offer
themselves for reappointment and, therefore, a proposal to re- appoint
them as such is being brought up before the members, at the ensuing
Annual General Meeting. The particulars of director* seeking
reappointment is annexed to the notice
Besides during the period under report Mr. Rajendra Malpani, who was
inducted as Addl. Directors, shall cease to hold the office as such
from the conclusion of the ensuing Annual General Meeting.
DIVIDEND
Keeping in view the fact that the Company is carrying substantial
amount of unsecured borrowings and need further capital outlay to
finance its expansion plan, your directors feel that for the present if
is not in the long term interest of the company to recommend any
dividend during the year under report.
PARTICULARS OP EMPLOYEES UNDER SECTION 217(2A) OF THE COMPANIES ACT,
1956.
During the period under, report, the company did not employ any person
particulars of whose are required to be reported under the aforesaid
provisions of the Act, as amended up to date.
DEMATERIALISATION OF SHARES
The Shares of the Company are required to be compulsorMy traded in the
dematerialized form. It shares are admitted for trading under .both the
Depository Systems in.India- NSDL and CDSL. The international
Securities Identification Number (ISIN) allotted tothe Companys
shares under the Depository System is INE 419H0101-9. A total of
8902800 being 80.84 per cent of the total paid up shares capital Of the
company have already been dematerialized as on 31"day of March 2010
SECRETARIAL AUDIT:
In term of requirement of SEBI and Stock Exchanges, a Secretarial audit
by a practicing Company Secretary was carried out to reconcile the
total share capital admitted with the NSDL and CDSL with the total
issued and listed capital. The said audit is carried out on quarterly
basis which aims at confirming that the total issued/paid -up capital
tallies with the aggregate of shares existing in physical and demat
form held with the said depositories.
AUDITORS REPORT:
The notes on accounts referred to in the Auditors Report dated 20th
day of August, 2010, appended hereto read with the Management
Discussion and Analysis and other disclosures made /brought out herein
above are almost self-explanatory and, therefore, generally do not
require any further or supplemental comments from your Directors.
ACKNOWLEDGEMENTS:
Your Directors place on record their grateful and sincere thanks for
excellent support and co-operation your company received from the
Ministry of Tourism, Govt, of India and Department of Tourism of Govt.
of Madhya Pradesh, banks and other government bodies and we look
forward to their continued support and patronage in future. Your
Directors Wish to record their appreciation of the excellent efforts
put in by the executives and staff at all levels which culminated into
creation of still better financial and operational performance record
for the company and hope that this trend would be kept even during the
ensuing years.
FOR & ON BEHALF OF THE BOARD
Place:Bhopal
Date:20th Aug.,2010 Sd/
SIKANDAR HAFIZ KHAN
Chairman &Mg.Director