Mar 31, 2018
To The Shareholders,
The Directors present herewith the Thirty First Annual Report and the audited accounts of the Company for the year ended 31st March 2018
FINANCIAL RESULTS
The financial results of the Company for the year under review are summarized below:-
(Rs. In lacs) |
||
2017-2018 |
2016-2017 |
|
Loss before Finance Cost & Provision for Taxes |
97.95 |
129.25 |
Add : Finance Cost |
456.94 |
433.70 |
Add/Less : Provision for Income Tax (Deferred Tax) |
(94.60) |
(1.81) |
Loss for the year |
460.29 |
561.12 |
Add/Less : Total Comprehensive Income |
(11.37) |
(0.76) |
Profit and Loss Account Balance |
2187.51 |
1627.15 |
Balance available for Appropriation |
(2636.43) |
2187.51 |
On account of legal disputes, your Company did not receive any Hotel Management Fees during the year. The performance of your Company will depend on the time factor involved in the final decision in the ongoing litigation and legal matters.
Sad Demise of Company Secretary Shri Sanjeev D. Shenvi
The Board of Directors deeply regret to inform the Members about the untimely demise of Shri Sanjeev D Shenvi on 27th December 2017 at Mumbai. Shri Sanjeev D Shenvi was Company Secretary of the Company since 1st April 1994.
The Board places on record its deep appreciation of the valuable contributions made by Mr. Sanjeev D. Shenvi during his tenure as Company Secretary.
DIVIDENDS
The Directors regret their inability to recommend dividend.
FINANCE
The total borrowings stood at Rs 58.61 crores as at March 31, 2018 as against Rs 54.45 crores as on March 31, 2017. The increase in debt was on account of fresh borrowings, interest and payments on behalf of the Company.
HUMAN RESOURCES
As on 31st March 2018, the Company has 4 employees on its roll, excluding the Executive Director.
DIRECTORS
Dr. Ajit B. Kerkar has been re- appointed as Managing Director for a Period of 5 years with effect from 1st April 2018. The reappointment is subject to approval of the Members in the General Meeting. Accordingly, the necessary approval of Members is sought at the ensuing General Meeting.
Mr. A. B. M. Good, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of Companies Act, 2013 and being eligible, offers himself for re-appointment.
BOARD COMMITTEES
Your Company has constituted the following Committees:
- Audit Committee
- Stakeholders Relationship Committee
- Nomination and Remuneration Committee
a. Audit Committee
The Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act 2013. The Audit Committee oversees of the Companyâs financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible.
Composition of the Audit Committee:
Sr. No |
Name of Director |
Category |
1. |
Mr. M. Narayanan ( Chairman) |
Independent, Non Executive |
2. |
Ms. Ramola Mahajani |
Independent, Non Executive |
3. |
Mr. A. B. M. Good |
Non Independent, Non Executive |
4. |
Mr. Shailesh S. Mody |
Independent, Non Executive |
5. |
Mr. Sheel Dhar Pande |
Independent, Non Executive |
All the recommendations of the Audit Committee has been accepted by the Board.
b. Stakeholders Relationship Committee
The Stakeholders Relationship Committeeâ is primarily responsible to review all matters connected with the Companyâs transfer of securities and redressal of shareholdersâ / investorsâ / security holdersâ complaints. The Committee also monitors the implementation and compliance with the Companyâs Code of Conduct for Prohibition of Insider Trading.
Composition of the Stakeholders Relationship Committee
Sr. No |
Name of Director |
Executive/Non Executive |
1. |
Mr. M. Narayanan (Chairman) |
Independent, Non Executive |
2. |
Mr. Pesi S. Patel |
Independent, Non Executive |
3. |
Ms. Ramola Mahajani |
Independent, Non Executive |
4. |
Mr. Sheel Dhar Pande |
Independent, Non Executive |
c. Nomination and Remuneration Committee
The Nomination and Remuneration Committee shall identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directorâs performance. The Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other Employees.
Composition of the Nomination and Remuneration Committee is as under
Sr. No |
Name of Director |
Executive/Non Executive |
1. |
Mr. Pesi S. Patel (Chairman) |
Independent, Non Executive |
2. |
Ms. Ramola Mahajani |
Independent, Non Executive |
3. |
Mr. M. Narayanan |
Independent, Non Executive |
4. |
Mr. Sheel Dhar Pande |
Independent, Non Executive |
5. |
Dr. Ajit B. Kerkar |
Non Independent, Executive Director |
PUBLIC DEPOSITS
During the financial year 2017-18, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.
MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT
There has been no material change and commitment, affecting the financial performance of the Company occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this Report.
DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
The Company has in place internal financial control systems, commensurate with the size and scale of operations.
DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has no female employee and therefore the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 are not applicable.
PARTICULARS OF INFORMATION FORMING PART OF THE BOARDâS REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 EXTRACT OF ANNUAL RETURN (MGT 9)
Pursuant to Section 92 of Companies Act, 2013, every Company is required to prepare Annual Return for the end of previous financial year. Under subsection (3) of the said Section, it is also mandatory to enclose the extract of the Annual Return with Directors Report. The extract of the Annual Return as prescribed is enclosed as Annexure I to the Directors Report.
DETAILS OF BOARD MEETING HELD
Five Board Meetings were held during the year. The Board of Directors of your Company met on May 30, 2017, August 12, 2017, September 30, 2017, November 13, 2017 and February 13, 2018.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, it is hereby confirmed 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) they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and loss of the Company for year ended on that date;
(c) they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis; and
(e) they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;
(f) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
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 Listing Regulations, 2015.
COMPANYâS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration.
The Company has no employee mentioned in Section 197 of Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
AUDITORS & AUDITORS REPORT
Members at the last Annual General Meeting appointed M/s. K A M G & Associates, Chartered Accountants (Firm Registration No. 311027E) as the Statutory Auditors of the Company to hold office for 5 (five) consecutive years till the conclusion of the Annual General Meeting to be held in the year 2022.
Pursuant to the Companies Amendment Act, 2018 the Company need not pass any resolution for appointment of Auditors at every Annual General Meeting if Auditors have been appointed for fixed term of 5 years and there is no change in Auditors is required. M/s. K A M G & Associates, Chartered Accountants (Firm Registration No. 311027E) have also given a written consent to the Company for appointment as Auditors and has also given a certificate that they satisfy the criteria prescribed in Section 141 of the Act and their appointment, if made, shall be in accordance with the conditions laid down under the Act and Rules.
- As such M/s K A M G & Associates will continue to be Statutory Auditor of the Company and will audit the Book of Accounts of the Company for Financial Year 2018-19.
With respect to the observations of the Auditors in the Main Report / Annexure to their Report, the response of the Management is as under :-Main Report:
The financial controls are commensurate to the scale of business and all the important and significant transactions of the Company are closely monitored by the Management of the Company under the superintendence of the Board.
Annexure:
Clause iii and Clause iv â Loans given.
The loan to V Hotels Ltd., the Company has 50 percent stake in V Hotels Ltd. In view of the present financial position of V Hotels Ltd. it was decided not to charge interest. The financial position of V Hotels Ltd. is expected to strengthen once the legal disputes are resolved. The stake in V Hotels Ltd. was acquired when V Hotels Ltd. was wholly owned subsidiary of the Company.
The loan was given to Banzai Estates Private Limited, at interest @18% p.a. against the security of the premises admeasuring about 3,000 Sq ft. which is being occupied as a Corporate Office of the Company. This loan was given at the time when the Company was to manage its hotel in Chennai. Banzai Estates Private Limited dropped its plan of hotel and its not paying any interest. However, the Company is in possession of the said premises and is occupying the same.
Clause vii (a) regarding delays in payment of statutory dues:
Due to liquidity problems faced by the Company, there has been a delay in payment of the statutory dues.
SECRETARIAL AUDIT REPORT
Secretarial Auditâ has been introduced under Companies Act, 2013. It is compliance audit, by Independent Practicing Company Secretary. As per Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to obtain âSecretarial Audit Reportâ from Independent Practicing Company Secretary.
The Secretarial Audit Report for the financial year ended March 31st, 2018 is enclosed as Annexure II to the Directors Report.
LOANS, GUARANTEES & INVESTMENTS AS OF MARCH 31, 2018
Loans |
Rs. 37,00,00,000 |
Guarantees |
Rs. 133,52,00,000 |
Investments |
Rs. 22,03,57,000 |
There were no loan, guarantee and investment made during financial year 2017-18.
RELATED PARTY TRANSACTIONS
All transactions entered into with the Related Parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on armâs length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. There were no Material Related Party Transactions during the year. Thus, disclosure in Form AOC-2 is not required.
REPORTING OF FRAUDS
There was no instance of fraud during the financial year 2017-18, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company has no activity relating to conservation of energy or technology absorption. The Company did not have any foreign exchange earnings as well as there are no outgoings during the year.
ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of Directors has carried out an annual evaluation of its own performance, its Committees and Individual Directors pursuant to the requirements of the Act and the Listing Regulations, 2015.
Further, the Independent Directors, at their exclusive meeting held during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations, 2015.
INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014
The relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure III to this Report.
VIGIL MECHANISM
The Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. This has provided a mechanism for Directors and Employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Companyâs Code of Conduct.
CORPORATE GOVERNANCE REPORT
In terms of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has exempted companies for the time being having paid up share capital not exceeding INR 10 crore and net worth not exceeding INR 25 crore, as on the last day of the previous financial year. Accordingly, the Corporate Governance Report does not form part of the Annual Report for the financial year 2017-18.
POLICIES
In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board of Directors of the Company has framed the following policies:
- Remuneration Policy
- Policy on Related Party Transactions
- Code of practices and procedures for fair disclosure of unpublished price sensitive information
- Code of Conduct to regulate, monitor and report trading by insiders
- Archival policy
- Policy for preservation of documents
- Policy for determination of materiality of events
The above policies are up-loaded on the Companyâs website, under the web-link www.tulipstarhotel.com
ORDERS BY REGULATORS, COURTS OR TRIBUNALS
No significant and/or material orders were passed by any regulator or court or tribunal impacting the going concern status and the Companyâs operations in future.
GROUP
Pursuant to intimation from the Promoters, the names of the Promoters and entities comprising âgroupâ are disclosed below for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011:
Sr. No. |
Name |
Shares held |
1. |
Cox & Kings Limited |
14,02,500 |
2. |
Liz Traders And Agents Private Ltd. (Formerly known as Liz Investments Private Limited) |
6,66,930 |
3. |
Sneh Sadan Traders And Agents Limited (Formerly known as Sneh Sadan Graphic Services Limited) |
2,83,000 |
4. |
Dr. Ajit B. Kerkar / Mrs. Elisabeth Kerkar |
2,74,070 |
ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere gratitude to the Shareholders for their continued support.
For and on behalf of the Board
Place: Mumbai A. B. M. Good
Date: May 29, 2018 Chairman
(DIN: 00189453)
Mar 31, 2015
The Directors present herewith the Twenty Eighth Annual Report and the
audited accounts of the Company for the year ended 31st March 2015.
FINANCIAL RESULTS
Te financial results of the Company for the year under review are
summarized below:-
(Rs. in lacs)
2014-2015 2013-2014
Loss before Finance Cost & Provision for Taxes 111.63 105.38
Add : Finance Cost 363.41 385.92
Less : Provision for Income Tax (Deferred Tax ) (2.85) (32.99)
Loss for the year 427.19 458.31
Profit and Loss Account Balance (422.46) 35.85
Balance available for Appropriation (894.65) (422.46)
On account of legal disputes, your Company did not receive any Hotel
Management Fees during the year. Te performance of your Company will
depend on the time factor involved in the final decision in the ongoing
litigations. and legal matters.
DIVIDENDS
Te Directors regret their inability to recommend dividend.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION
FUND
Pursuant to Section 205C of the Companies Act, 1956, amounts lying
unclaimed in the unpaid dividend accounts of the Company, is required
to be transferred to the Investor Education and Protection Fund (IEPF)
of the Central Government after such amount has remained unclaimed or
unpaid for a period of seven years from the date of transfer to the
unpaid dividend account.
During the year, the Company transferred an amount of Rs.95,948 to the
IEPF being the unclaimed dividend for the financial year 2006-07.
Inadvertently there was delay in depositing the amount with IEPF.
FINANCE
Te total borrowings stood at Rs.45.45 crores as at March 31, 2015 as
against Rs.41.49 crores as on March 31, 2014. Te increase in debt was on
account of fresh borrowings, interest and payments on behalf of the
Company.
HUMAN RESOURCES
As on 31st March 2015, the Company has 10 employees on its roll,
excluding the Executive Director.
DIRECTORS
At a meeting of the Board of Directors of the Company held on February
14, 2015, on the recommendation of the Nomination & Remuneration
Committee, Ms. Ramola Mahajani, was appointed as Additional Director
(Non-Executive Director) of the Company with effect from March 30, 2015.
Apart from bringing gender diversity on the Board, Ms. Mahajani also
brings with her experience of over 40 years covering Human Resource
Development. "Ms Ramola Mahajani has done Master of Arts in Applied
Psychology, University of Bombay and Master of Science with Advanced
Applied Psychology, University of Aston in Birmingham, UK. She is an
Associate Fellow of the British Psychological Society and a Chartered
Psychologist. Her areas of expertise include application of the
principles of Occupational Psychology in Employee Selection, Training,
Management Development and HR Planning. She has over 40 years of
experience in Human Resources Development and is a Management
Professional."
Te constitution of your Company's Board is now fully compliant with the
provisions of Section 149 of the Companies Act, 2013. Ms. Mahajani
vacates office as per Article 101 (2) of the Articles of Association of
the Company at the ensuing Annual General Meeting. Necessary resolution
for appointment of Ms. Mahajani as Independent Director of the Company
is included in the Notice calling the Annual General Meeting.
Te Board recommends the aforesaid resolutions for your approval.
Dr. Ajit B. Kerkar, retires by rotation at the ensuing Annual General
Meeting pursuant to the provisions of Section 152 of Companies Act,
2013 and being eligible, offers himself for re-appointment.
BOARD COMMITTEES
Your Company has constituted the following Committees:
- Audit Committee
- Stakeholders Relationship Committee
- Nomination and Remuneration Committee
a. Audit committee
Te Audit Committee of the Company is constituted in line with the
provisions of Section 177 of the Companies Act 2013. Te Audit
Committee oversees of the Company's financial reporting process and the
disclosure of its financial information to ensure that the financial
statements are correct, sufficient and credible.
Composition of the Audit Committee:
Sr. No Name category
1 Mr. M. Narayanan ( Chairman) Independent, Non Executive
2 Mr. Mahendra Lodha Independent, Non Executive
3 Mr. A. B. M. Good Non Independent, Non Executive
4 Mr. Arvind S. Herwadkar Independent, Non Executive
5 Mr. Shailesh S. Mody Independent, Non Executive
All the recommendations of the Audit Committee have been accepted by
the Board.
b. Stakeholders relationship committee
Te Stakeholders Relationship Committee' is primarily responsible to
review all matters connected with the Company's transfer of securities
and redressal of shareholders' / investors' / security holders'
complaints. Te Committee also monitors the implementation and
compliance with the Company's Code of Conduct for Prohibition of
Insider Trading.
Composition of the Stakeholders Relationship Committee
Sr. No Name of Director executive/Non executive
1 Mr. Arvind S. Herwadkar
(Chairman) Independent, Non Executive
2 Mr. M. Narayanan Independent, Non Executive
3 Mr. Pesi S. Patel Independent, Non Executive
c. Nomination and remuneration committee
Te Nomination and Remuneration Committee shall identify persons who are
qualified to become Directors and who may be appointed in Senior
Management in accordance with the criteria laid down, recommend to the
Board their appointment and removal and shall carry out evaluation of
every Director's performance. Te Committee shall formulate the criteria
for determining qualifications, positive attributes and independence of
a Director and recommend to the Board a policy, relating to the
remuneration for the Directors, Key Managerial Personnel and other
Employees.
Composition of the Nomination and Remuneration Committee is as under
Sr. No Name of Director Executive/Non Executive
1 Mr. Pesi S. Patel
(Chairman) Independent, Non Executive
2 Mr. M. Narayanan Independent, Non Executive
3 Mr. Arvind S. Herwadkar Independent, Non Executive
4 Mr. A. B. M. Good Non Independent, Non Executive
Director
5. Dr. Ajit B. Kerkar Non Independent, Executive Director
PUBLIC DEPOSITS
During the financial year 2014-15, your Company has not accepted any
deposit within the meaning of Sections 73 and 74 of the Companies Act,
2013 read together with the Companies (Acceptance of Deposits) Rules,
2014.
BUSINESS RESPONSIBILITY REPORT
Te Company has neither subsidiary company, nor the financial resources
or the manpower to undertake the activities envisaged in Clause 55 of
Listing Agreement.
DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS
Your Company has put in place adequate internal financial controls with
reference to the financial statements, as outlined below :
Your Company has adopted accounting policies which are in line with the
Accounting Standards prescribed in the Companies (Accounting Standards)
Rules, 2006 that continue to apply under Section 133 and other
applicable provisions, if any, of the Companies Act, 2013 read with
Rule 7 of the Companies (Accounts) Rules, 2014. Tese are in accordance
with generally accepted accounting principles in India. Changes in
policies, if any, are approved by the Audit Committee in consultation
with the Auditors.
PARTICULARS OF INFORMATION FORMING PART OF THE BOARD'S REPORT PURSUANT
TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES
(ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND
REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 EXTRACT OF ANNUAL
RETURN (MGT 9)
Pursuant to Section 92 of Companies Act, 2013, every Company is
required to prepare Annual Return for the end of previous financial
year. Under subsection (3) of the said Section, it is also mandatory to
enclose the extract of the Annual Return with Directors Report.
Te extract of the Annual Return as prescribed is enclosed as Annexure I
to the Directors Report.
DETAILS OF BOARD MEETING HELD
Five Board Meetings were held during the year. Te Board of Directors of
your Company met on May 29, 2014, August 13, 2014, September 30, 2014,
November 13, 2014 and February 14, 2015.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134 of the Companies Act,
2013, with respect to Directors' Responsibility Statement, it is hereby
confirmed 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) they have selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the Company at the end of the financial year and loss of the Company for
year ended on that date;
(c) they have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities;
(d) they have prepared the annual accounts on a going concern basis;
and
(e) they have laid down internal financial controls to be followed by
the Company and that such internal financial controls are adequate and
were operating effectively;
(f) they have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate
and operating effectively.
A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS
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.
COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
Te Board had on the recommendation of the Nomination and Remuneration
Committee framed a policy for selection and appointment of Directors,
Key Managerial Personnel and Senior Management Personnel and their
remuneration. Te policy is enclosed as Annexure II to this Report.
Te Company has no employee mentioned in Section 197 of Companies Act,
2013 read with Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
AUDITORS & AUDITORS' REPORT
Messrs Ray & Ray, Chartered Accountants, Statutory Auditors of the
Company retire, and being eligible, offer them for re-appointment. Te
Company has obtained a written consent from Messrs Ray & Ray to the
effect that their re-appointment if made, will be within the limits
specified under the Companies Act, 2013. In compliance with the
provisions of the Companies Act, 2013, it is proposed to reappoint them
as Statutory Auditors of the Company at the forthcoming 28th Annual
General Meeting.
With respect to the observations of the Auditors in the Annexure to
their Report, the response of the management is as under :- Clause iii
regarding Loans Loans Granted :- Your Company has lent Rs.37 crores to V
Hotels Ltd., in which your Company holds 50% of equity stake. In view
of the present financial position of V Hotels Ltd. it was decided not to
charge interest. Te financial position of V Hotels Ltd. is expected to
strengthen once the legal disputes are resolved.
Clause vii (a) regarding delays in payment of statutory dues:
Due to liquidity problems faced by the Company, there has been a delay
in payment of the statutory dues.
Clause x regarding terms of guarantee being prejudicial to the interest
of the Company:
Te prime security based on which the Banks have disbursed / guaranteed
loans to the other Company is the charge on the immovable property
owned by V Hotels Ltd. and the guarantee is only by way of additional
security. In the opinion of the management, the market value of the
immovable property charged is far in excess of the loans disbursed /
guaranteed by the Banks.
SECRETARIAL AUDIT REPORT
Secretarial Audit' has been introduced under Companies Act, 2013. It is
compliance audit, by Independent Practicing Company Secretary. As per
Section 204 of the Companies Act, 2013 read with Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, every listed
company is required to obtain 'Secretarial Audit Report' from
Independent Practicing Company Secretary.
Te Secretarial Audit Report dated May 14, 2015 pursuant to the Act and
the Listing Agreement gives certain remark and it is addressed as the
omission to give advertisement in newspaper about the board meeting was
inadvertent and the Company will comply in future.
Te Secretarial Audit Report for the financial year ended March 31st,
2015 is enclosed as Annexure III to the Directors Report.
LOANS, GUARANTEES & INVESTMENTS AS OF MARCH 31, 2015
Loans 37,00,00,000
Guarantees 133,52,00,000
Investments 22,03,57,000
There were no loan, guarantee and investment made during financial year
2014-15.
RELATED PARTY TRANSACTIONS
All transactions entered into with the Related Parties as defned under
the Companies Act, 2013 during the financial year were in the ordinary
course of business and on arm's length basis and do not attract the
provisions of Section 188 of the Companies Act, 2013. Tere were no
Material Related Party Transactions during the year. Tus, disclosure in
Form AOC-2 is not required.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
Te Company has no activity relating to conservation of energy or
technology absorption. Te Company did not have any foreign exchange
earnings as well as there are no outgoings during the year.
ANNUAL EVALUATION OF BOARD'S PERFORMANCE
In terms of the provisions of the Companies Act, 2013 read with Rules
issued thereunder, the Board of Directors on recommendation of the
Nomination and Remuneration Committee, have evaluated the effectiveness
of the Board / Director(s) for the financial year 2014-15.
INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO RULE 5 OF
THE COMPANIES (APPOINTMENT AND REMUNERATIION OF MANAGERIAL PERSONNEL)
RULES, 2014
Te relevant information pursuant to Rule 5 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, is
enclosed as Annexure IV to this Report.
VIGIL MECHANISM
Te Company has formulated and implemented the Whistle Blower Policy /
Vigil Mechanism. This has provided a mechanism for Directors and
Employees of the Company and other persons dealing with the Company to
report to the Chairman of the Audit Committee; any instance of
unethical behavior, actual or suspected fraud or violation of the
Company's Code of Conduct. Te aforesaid policy has also been uploaded
on the Company's website www.tulipstarhotel.com
CORPORATE GOVERNANCE REPORT
In terms of SEBI Circular dated September 15, 2014, the revised Clause
49 of Listing Agreement has exempted companies for the time being
having paid up share capital not exceeding INR 10 crore and net worth
not exceeding INR 25 crore, as on the last day of the previous financial
year. Accordingly, the Corporate Governance Report does not form part
of the Annual Report for the financial year 2014-15.
ORDERS BY REGULATORS, COURTS OR TRIBUNALS
No significant and/or material orders were passed by any regulator or
court or tribunal impacting the going concern status and the Company's
operations in future.
GROUP
Pursuant to intimation from the Promoters, the names of the Promoters
and entities comprising "group" are disclosed below for the purpose of
the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations,
2011 :
Sr. No. Name Shares held
1. Cox & Kings Limited 14,02,500
2. Liz Investments Private Limited 6,66,930
3. Sneh Sadan Graphic Services Limited 2,83,000
4. Dr. Ajit B. Kerkar / Mrs. Elisabeth 2,74,070
Kerkar
ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere gratitude
to the Shareholders for their continued support.
For and on behalf of the Board
Place:Mumbai A. b. M. Good
Date : May 14, 2015 Chairman
(DIN: 00189453)
Mar 31, 2014
The Shareholders,
The Directors present herewith the Twenty Seventh Annual Report and
the audited accounts of the Company for the year ended 31st March 2014.
FINANCIAL RESULTS
The financial results of the Company for the year under review are
summarized below:-
(rs in lacs)
2013-2014 2012-2013
Loss before Finance Cost & Provision for Taxes 105.38 130.77
Add: Finance Cost 385.92 318.60
Less : Provision for Income Tax (Deferred Tax) (32.99) 19.82
Loss for the year 458.31 469.19
Profit and Loss Account Balance 35.85 505.04
Balance available for Appropriation (422.46) 35.85
On account of legal disputes, your Company did not receive any Hotel
Management Fees during the year. The performance of your Company will
depend on the time factor involved in the final decision in the ongoing
arbitration and legal matters.
DIVIDENDS
The Directors regret their inability to recommend dividend.
FINANCE
The total borrowings stood at Rs. 41.49 crores as at March 31, 2014 as
against Rs. 38.58 crores as on March 31, 2013. The increase in debt was
on account of fresh borrowings, interest and payments on behalf of the
Company.
DIRECTORS
The Companies Act, 2013 provides that Independent Directors shall not
be liable to retire by rotation. Accordingly, all the Independent
Directors of your Company shall not retire by rotation pursuant to the
provisions of Section 149 of Companies Act, 2013 and are proposed to be
appointed for 5 (Five) consecutive years for a term upto the Annual
General Meeting for the Financial Year 2018-19 or September 29, 2019
whichever is earlier.
Mr. A. B. M. Good, retires by rotation at the ensuing Annual General
Meeting pursuant to the provisions of Section 152 of Companies Act,
2013 and being eligible, offers himself for re-appointment.
Dr. Ajit B. Kerkar, Managing Director of the Company, who hitherto was
not liable to retire by rotation, shall now retire by rotation pursuant
to the provisions of Section 152 of Companies Act, 2013.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits
from the public within the meaning of RBI Directions 1998.
EMPLOYEES
The Company does not have any employee covered by Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975.
INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956
The Company has no activity relating to conservation of energy or
technology absorption. The Company did not have any foreign exchange
earnings as well as there are no outgoings during the year.
CORPORATE GOVERNANCE
The detailed report on the various issues, including the Auditor''s
Report on Corporate Governance is attached to this Report.
AUDITORS & AUDITORS REPORT
Messrs. Ray & Ray, Chartered Accountants who had been appointed by the
members at the Twenty Sixth Annual General Meeting as the Statutory
Auditors for the year 2013-2014 would be retiring at the conclusion of
the forthcoming Annual General Meeting and are eligible for
re-appointment. The Auditors have confirmed their eligibility and
willingness to accept the office, if re-appointed. The members are
requested to consider their re-appointment.
With respect to the observations of the Auditors in the Annexure to
their Report, the response of the management is as under :-
Clause 5 regarding Loans
Loans Granted :-
Your Company has lent Rs. 37 crores to V Hotels Ltd., in which your
Company holds 50% of equity stake. In view of the present financial
position ofV Hotels Ltd. it was decided not to charge interest. The
financial position ofV Hotels Ltd. is expected to strengthen once the
legal disputes are resolved.
Loans Taken :-
The Management of your Company is in negotiations with the Lenders to
have suitable repayment schedule.
Clause 10 regarding absence of internal audit system:
The present scale of operations does not warrant a formal internal
audit system. However, its control procedures ensure reasonable
internal checking of its financial and other records.
Clause 12 regarding delays in payment of statutory dues:
Due to liquidity problems faced by the Company, there has been a delay
in payment of the statutory dues.
Clause 19 regarding terms of guarantee being prejudicial to the
interest of the Company:
The prime security based on which the Banks have disbursed / guaranteed
loans to the other Company is the charge on the immovable property
owned by V Hotels Ltd. and the guarantee is only by way of additional
security. In the opinion of the management, the market value of the
immovable property charged is far in excess of the loans disbursed /
guaranteed by the Banks.
RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES
ACT, 1956
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of
Directors hereby confirms that :
In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures if any.
The Company has selected and applied such accounting policy
consistently and judgments and estimates are made in a reasonable and
prudent manner so as to give true and fair view of the state of affairs
of the Company as at the end of the financial year and loss of the
Company for that period.
Proper and sufficient care has been taken for maintenance of
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
/ detecting fraud and other irregularities.
The annual accounts are prepared on a going concern basis.
ACKNOWLEDGEMENTS
Your Directors take this opportunity to express their sincere gratitude
to the Shareholders for their continued support.
For and on behalf of the Board
Place:Mumbai A. B. M. Good
Date : May 29, 2014 Chairman
Mar 31, 2013
To the Shareholders,
The Directors present herewith the Twenty Sixth Annual Report and the
audited accounts of the Company for the year ended 31st March 2013.
FINANCIAL RESULTS
The f nancial results of the Company for the year under review are
summarized below:-
(Rs. in lacs)
2012-2013 2011-2012
Loss before Finance Cost &
Provision for Taxes 130.77 116.17
Add : Finance Cost 318.60 244.91
Less : Provision for Income
Tax (Deferred Tax) 19.82 0.35
Loss for the year 469.19 361.43
Prof t and Loss Account Balance 505.04 866.47
Balance available
for Appropriation 35.85 505.04
On account of legal disputes, your Company did not receive any Hotel
Management Fees during the year. The performance of your Company will
depend on the time factor involved in the f nal decision in the ongoing
arbitration and legal matters.
DIVIDEND
THe Directors regret their inability to recommend dividend.
FINANCE
The total borrowings stood at Rs. 38.58 crores as at March 31, 2013 as
against Rs. 35.66 crores as on March 31, 2012. The increase in debt was
on account of fresh borrowings, interest and payments on behalf of the
Company.
DIRECTORS
Dr. Ajit B. Kerkar has been re-appointed as Managing Director for a
period of 5 years with ef ect from 1st April 2013. The re-appointment
is subject to approval of the members in the General Meeting.
Accordingly the necessary approval of the members is sought at the
ensuing Annual General Meeting.
Pursuant to Section 256 of the Companies Act, 1956, Mr. Mahendra Lodha
and Mr. Arvind S. Herwadkar retire at the 26th Annual General Meeting
and being eligible, of er themselves for re-appointment.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits
from the public within the meaning of RBI Directions 1998.
EMPLOYEES
The Company does not have any employee covered by Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975.
INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956
The Company has no activity relating to conservation of energy or
technology absorption. The Company did not have any foreign exchange
earnings as well as there are no outgoings during the year.
CORPORATE GOVERNANCE
The detailed report on the various issues, including the Auditor''s
Report on Corporate Governance is attached to this Report.
AUDITORS REPORT
Messrs. Ray & Ray, Chartered Accountants who had been appointed by the
members at the Twenty Fifth Annual General Meeting as the Statutory
Auditors for the year 2012-2013 would be retiring at the conclusion of
the forthcoming Annual General Meeting and are eligible for
re-appointment. The Auditors have conf rmed their eligibility and
willingness to accept the of ce, if re-appointed. The members are
requested to consider their re-appointment.
With respect to the observations of the Auditors in the Annexure to
their Report, the response of the management is as under :- Clause 5
regarding Loans Loans Granted :- Your Company has lent Rs. 37 crores to
V Hotels Ltd., in which your Company holds 50% of equity stake. In view
of the present f nancial position of V Hotels Ltd. it was decided not
to charge interest. The f nancial position of V Hotels Ltd. is expected
to strengthen once the legal disputes are resolved.
Loans Taken :- The Management of your Company is in negotiations with
the Lenders to have suitable repayment schedule. Clause 10 regarding
absence of internal audit system:
The present scale of operations does not warrant a formal internal
audit system. However, its control procedures ensure reasonable
internal checking of its f nancial and other records.
Clause 12 regarding delays in payment of statutory dues:
Due to liquidity problems faced by the Company, there has been a delay
in payment of the statutory dues.
Clause 19 regarding terms of guarantee being prejudicial to the
interest of the Company:
The prime security based on which the Banks have disbursed / guaranteed
loans to V Hotles Ltd. is the charge on the immovable property owned by
V Hotels Ltd. and the guarantee is only by way of additional security.
In the opinion of the management, the market value of the immovable
property charged is far in excess of the loans disbursed / guaranteed
by the Banks.
RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES
ACT, 1956
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of
Directors hereby conf rms that :
à in the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanations relating to
material departures if any.
à the Company has selected and applied such accounting policy
consistently and judgments and estimates are made in a reasonable and
prudent manner so as to give true and fair view of the state of af airs
of the Company as at the end of the f nancial year and loss of the
Company for that period.
à proper and suf cient care has been taken for maintenance of
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
/ detecting fraud and other irregularities.
à the annual accounts are prepared on a going concern basis.
ACKNOWLEDGEMENTS :
Your Directors take this opportunity to express their sincere gratitude
to the Shareholders for their continued support.
For and on behalf of the Board
Place:Mumbai A. B. M. Good
Date : May 29, 2013 Chairman
Mar 31, 2011
To the Shareholders,
The Directors present herewith the Twenty Fourth Annual Report and the
audited accounts of the Company for the year ended 31st March 2011.
FINANCIAL RESULTS
The financial results of the Company for the year under review are
summarized below:-
(Rs. in lacs)
2010-2011 2009-2010
Total Income 0.21 0.07
Loss before Finance Cost & Provision
for Taxes 104.90 69.36
Add : Finance Cost 304.76 263.01
Less : Provision for Income Tax
(Deferred Tax) 83.33 (16.04)
Loss for the year 492.99 316.33
Profit and Loss Account Balance 1359.46 1675.79
Balance available for
Appropriation 866.47 1359.46
On account of legal disputes, your Company did not receive any Hotel
Management Fees during the year. The performance of your Company will
depend on the time factor involved in the final decision in the ongoing
arbitration and legal matters.
DIVIDENDS
The Directors regret their inability to recommend dividend.
FINANCE
The total borrowings stood at Rs. 33.40 crores as at March 31, 2011 as
against Rs. 21.30 crores as on March 31, 2010. The increase in debt was
on account of fresh borrowings, interest and payments on behalf of the
Company.
DIRECTORS
Pursuant to Section 256 of the Companies Act, 1956, Mr. Arvind S.
Herwadkar and Mr. A. B. M. Good retire at the 24th Annual General
Meeting and being eligible, offer themselves for re-appointment.
At the board meeting held on May 31, 2011, Mr. Mahalingam Narayanan,
was appointed as an Additional Director (Independent) of the Company
with effect from May 31, 2011. Mr. Narayanan holds office as an
Additional Director under Section 260 of the Companies Act 1956 up to
the date of the ensuing Annual General Meeting and it is proposed to
appoint him as a Director liable to retire by rotation at the said
meeting.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits
from the public within the meaning of RBI Directions 1998.
EMPLOYEES
The Company does not have any employee covered by Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975.
INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956
The Company has no activity relating to conservation of energy or
technology absorption. The Company did not have any foreign exchange
earnings as well as there are no outgoings during the year.
CORPORATE GOVERNANCE
The detailed report on the various issues, including the Auditor's
Report on Corporate Governance is attached to this Report.
AUDITORS & AUDITORS REPORT
Messrs. Ray & Ray, Chartered Accountants who had been appointed by the
members at the Twenty Third Annual General Meeting as the Statutory
Auditors for the year 2010-2011 would be retiring at the conclusion of
the forthcoming Annual General Meeting and are eligible for
re-appointment. The Auditors have confirmed their eligibility and
willingness to accept the office, if re-appointed. The members are
requested to consider their re-appointment.
With respect to the observations of the Auditors in the Annexure to
their Report, the response of the management is as under :- Regarding
Non Provisioning of the interest aggregating to Rs. 2,78,91,670/-.
Your Directors are hopeful of getting waiver of the aforesaid amount
for which Petition is filed before the Central Board of Direct Taxes.
Clause 5 regarding Loans Loans Granted :- In view of the present f
nancial position of V Hotels Ltd., in which your Company holds 50% of
equity stake, it was decided not to charge interest. The financial
position of V Hotels Ltd. is expected to strengthen once the legal
disputes are resolved.
Loans Taken :- The Management of your Company is in negotiations with
the Lenders to have suitable repayment schedule. Clause 10 regarding
absence of internal audit system:
The present scale of operations does not warrant a formal internal
audit system. However, its control procedures ensure reasonable
internal checking of its financial and other records.
Clause 12 regarding delays in payment of statutory dues:
Due to liquidity problems faced by the Company, there has been a delay
in payment of the statutory dues.
Clause 19 regarding terms of guarantee being prejudicial to the
interest of the Company:
The primary security based on which the Lenders Banks have disbursed /
guaranteed loans to the other Company is the charge on the immovable
property owned by V Hotels Ltd. and the guarantee is only by way of
additional security. In the opinion of the management, the market value
of the immovable property charged is far in excess of the loans
disbursed / guaranteed by the Lenders Banks.
RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES
ACT, 1956
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of
Directors hereby confirms that :Rs. in the preparation of the annual
accounts, the applicable accounting standards have been followed.
the Company has selected and applied such accounting policy
consistently and judgments and estimates are made in a reasonable and
prudent manner so as to give true and fair view of the state of affairs
of the Company as at the end of the financial year and loss of the
Company for that period.
proper and suf cient care has been taken for maintenance of accounting
records in accordance with the provisions of the Companies Act, 1956
for safeguarding the assets of the Company and for preventing /
detecting fraud and other irregularities.
the annual accounts are prepared on a going concern basis.
ACKNOWLEDGEMENTS :
Your Directors take this opportunity to express their sincere gratitude
to the Shareholders for their continued support.
For and on behalf of the Board
Place:Mumbai A. B. M. Good
Date : May 31, 2011 Chairman
Mar 31, 2010
The Directors present herewith the Twenty Third Annual Report and the
audited accounts of the Company for the year ended 31st March 2010.
FINANCIAL RESULTS
The financial results of the Company for the year under review are
summarized below: -
(Rs. in lacs)
2009-2010 2008-2009
Total Income 0.07 12.09
Loss before Finance Cost &
Provision for Taxes 69.36 61.00
Add: Finance Cost 263.01 214.53
Less: Provision for Income Tax (16.04) (68.14)
Loss for the year 316.33 207.39
Profit and Loss Account Balance 1675.79 1883.18
Balance available for
Appropriation 1359.46 1675.79
On account of legal disputes, your Company did not receive any Hotel
Management Fees during the year. The performance of your Company will
depend
on the time factor involved in the final decision in the ongoing
arbitration and legal matters.
DIVIDENDS
The Directors regret their inability to recommend dividend.
FINANCE
The total borrowings stood at Rs. 21.30 crores as at March 31, 2010 as
against Rs. 17.39 crores as on March 31,2009. The increase in debt was
on account
of interest and payments on behalf of the Company.
MANAGEMENT DISCUSSION & ANALYSIS REPORT :
We have attempted to include discussions on all specified matters to
the extent relevant.
Industry Structure and Developments
The Indian Tourism Industry has moved up 3 places on the list of the
worlds attractive destination as per the Travel and Tourism
Competitiveness Report
2009. This progress is achieved, despite the economic slowdown all over
the globe, as the number of timely measures was taken by the Government
and
Reserve Bank of India to arrest the slowdown.
Risks and Concerns
The tourism & hospitality industry is extremely sensitive to downturns
in business cycles, terror attacks, epidemics, conflicts & natural
calamities. The time factor for the final decision and the outcome of
the final decision in the matters under litigation can have a bearing
on the quality of Companys investments in other hotel owning companies
and the revenue of the Company.
Business Outlook
As mentioned above the prospects of your Company is linked to the time
factor involved in the final decision in the ongoing arbittation and
legal matters and the ability of the Company to raise long tetm funds.
Internal Control Systems and their adequacy
Intetnal control systems have been found to be adequate commensurate
with its size and nature of business. The Audit Committee periodically
reviews the internal control systems in operations.
Financial Performance
As a matter of prudence the Company has not accounted for interest on
the amount owing by V Hotels Ltd. in which the Company holds 50 percent
equity stake. The loss for the year is Rs. 316.33 lacs as against loss
of Rs. 207.39 lacs for the previous year.
Human Resources
It is our constant endeavour to motivate and harness the creative
skills of our employees whereby organizational objectives are in
harmony with employees goals.
Cautionary Statement
Statements in the Management Discussion and Analysis section
describing the Companys objectives, expectations or predictions may be
forward looking statements within the meaning of applicable
securities laws and regulations. These statements reflect the Companys
current views with respect to the future events and are subject to
risks and uncertainties. Actual results could differ materially from
those expressed or implied.
DIRECTORS
Pursuant to Section 256 of the Companies Act, 1956, Mr. Shailesh S.
Mody and Mr. Mahendra Lodha retire at the 23rd Annual General Meeting
and being eligible, offer themselves for re-appointment.
PUBLIC DEPOSITS
During the year under review, the Company has not accepted any deposits
from the public within the meaning of RBI Directions 1998.
EMPLOYEES
The Company does not have any employee covered by Section 217 (2A) of
the Companies Act, 1956, read with the Companies (Particulars of
Employees) Rules, 1975.
INFORMATION AS PER SECTION 217 (1) (e) OF THE COMPANIES ACT, 1956
The Companv has no activity relating to conservation of energy or
technology absorption. The Company did not have any foreign exchange
earnings as well as there are no outgoings during the year.
CORPORATE GOVERNANCE
The detailed report on the various issues, including the Auditors
Report on Corporate Governance is attached to this Report.
AUDITORS & AUDITORS REPORT
Messrs. Ray & Ray, Charteted Accountants who had been appointed by the
members at the Twenty Second Annual General Meeting as the Statutory
Auditors for the year 2009-2010 would be retiring at the conclusion of
the forthcoming Annual General Meeting and are eligible for
re-appointment. The Auditors have confirmed their eligibility and
willingness to accept the office, if re-appointed. The members are
requested to consider their re-appointment.
With respect to the observations of the Auditors in the Annexure to
their Report, the response of the management is as under :-
Regarding Non Provisioning of the interest aggregating to Rs.
2,78,91,670
Your Directors are hopeful of getting waiver of the aforesaid amount
upon filing of the Petition before the Centtal Board of Direct Taxes.
Clause 5 regarding Loans
Loans Granted :-
In view of the present financial position of V Hotels Ltd., in which
your Company holds 50% of equity stake, it was decided not to charge
interest. The Financial Position of V Hotels Ltd. is expected to
strengthen once the legal disputes are resolved.
Loans Taken :-
The Management of your Company is in negotiations with the Lenders to
have suitable repayment schedule.
Clause 10 regarding absence of internal audit system:
The present scale of operations does not warrant a formal internal
audit system. However, its control procedures ensure reasonable
internal checking of its financial and other records.
Clause 12 regarding delays in payment of statutory dues:
Due to liquidity problems faced by the Company, there has been a delay
in payment of the statutory dues.
Clause 19 regarding terms of guarantee being prejudicial to the
interest of the Company:
The prime security based on which the Banks have disbursed / guaranteed
loans to the other Company is the charge on the immovable property
owned by V Hotels Ltd. and the guarantee is only by way of additional
security. In the opinion of the management, the marker value of the
immovable property charged is far in excess of the loans disbursed /
guaranteed by the Banks.
RESPONSIBILITY STATEMENT PURSUANT TO SECTION 217 (2AA) OF THE COMPANIES
ACT, 1956
Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Board of
Directors hereby confirms that:
- in the preparation of the annual accounts, the applicable accounting
standards have been followed.
- the Company has selected and applied such accounting policy
consistently and judgments and estimates are made in a reasonable and
prudent manner so as to give true and fair view of the state of affairs
of the Company as at the end of the financial year and loss of the
Company for that period.
- proper and sufficient care has been taken for maintenance of
accounting records in accordance with the provisions of the Companies
Act, 1956 for safeguarding the assets of the Company and for preventing
/ detecting fraud and other irregularities.
- the annual accounts are prepared on a going concern basis.
ACKNOWLEDGEMENTS:
Your Directors take this opportunity to express their sincere gratitude
to the Shareholders for their continued support.
For and on behalf of the Board
Place:Mumbai A. B. M. Good
Date : May 31,2010 Chairman
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