| Dear Shareholders,
The Directors have pleasure in presenting their 33rd Annual Report
together with the Audited Accounts of the Company for the Year ended
March 31, 2015.
HIGHLIGHTS
There were no production activities during the year, the Company has
not made any manufacturing profit during the year.
The Company has entered into the Hospitality sector in the earlier
years. The Company has incurred Losses of Rs. 3.13 Lacs from Rs. 3.30
of the Company during the year. Your directors are hopeful of achieving
better results in the current financial year.
1. FINANCIAL RESULTS
Particulars Year Ended on Year Ended on
31.03.2015
(in Lakhs) 31.03.2014
(in Lakhs)
Total Income Nil Nil
Total Expenditure 3.131 3.309
Profit /(Loss) before exceptional items (3.131) (3.309)
and tax
Deferred Tax Assets /current tax/ Nil Nil
income tax provision
Profit/(Loss)from continuing operation. (3.131) (3.309)
Profit after tax (3.131) (3.309)
2. DIVIDEND
The Company has not recommended any dividend in the financial year
2014-15.
3. STATE OF COMPANY'S AFFAIRS
The Net Loss of the Company for the year under review was placed at Rs.
3,131,513/ - as against Rs. 3,309,541/- in the previous year.
4. EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form
MGT-9 is annexed herewith as "Annexure A".
5. NUMBER OF MEETINGS OF THE BOARD
During the year 9 (Nine) Board Meetings and 4(Four) Audit Committee
Meetings were convened and held. The intervening gap between the
Meetings was within the period prescribed under the Companies Act,
2013.
6. DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013, the directors
would like to state that:
(a) in the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
(b) the directors had selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the company at the end of the financial year and of the profit and
loss of the company for that period;
(c) the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern
basis;
(e) the directors had laid down internal financial controls to be
followed by the company and that such internal financial controls are
adequate and were operating effectively.
(f) the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively.
7. STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER
SECTION 149 (6) OF COMPANIES ACT, 2013
Director Ms. Divya Seengal retire by rotation and, being eligible,
offer herself for re appointment. The Directors recommend Ms. Divya
Seengal for re-appointment.
All independent directors have given declarations that they meet the
criteria of independence as laid down under section 149(6) of the
Companies Act, 2013 and clause 49 of the Listing Agreement.
Board Evaluation
Pursuant to the provisions of the Companies Act, 2013, the Board has
carried out an evaluation of its own performance, the directors
individually as well as the evaluation of the working of its Audit,
Appointment & Remuneration Committees.
8. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION, IF
COMPANY IS COVERED UNDER SECTION 178(1)
Functions and Terms of Reference of the Nomination and Remuneration
Committee of the Company are as per the Companies Act 2013 and the
listing agreement. Further, Company's Remuneration policy is market led
and takes into account the competitive circumstance of the business so
as to attract and retain quality talent and leverage performance
significantly.
9. SHARE CAPITAL
Increased in Authorized Capital
During the FY 2014-15, the Company has an Authorized Capital of Rs. 7,
00, 00,000/- divided into 7000000 no. of equity shares of Rs.10/- each
but has accordingly increased the authorized Capital to Rs. 8, 20,
00,000/- divided into 82,00,000 nos. of equity shares of Rs.10/- each
by members' approval in the Extra Ordinary General Meeting held on
08.04.2014
Issue and Allotment of equity shares during the year 2014-15
#Issue and allotment of equity shares on preferential basis: The
Company had issued and allotted 1400000 no. of equity shares having
face value of Rs. 10/- each at a premium Rs. 12.33/- per share to M/s
Abjit Mercantile Pvt. Ltd. (Non Promoter). In terms of Section 81(1A)
of the Companies Act, 1956 and provision of SEBI (Issue of Capital and
Disclosure Requirement) Regulations, 2009.
Consequently, the paid up equity share capital of the Company has
increased to 8,063,400 of equity shares on 11.04.2014 to The above said
8,063,400 no. of equity shares were duly admitted for trading in the
stock exchanges, where the equity shares of the Company are listed.
#Issue and Allotment of Equity on preferential basis was on 11.04.2014.
10. LISTING WITH STOCK EXCHANGES
The Equity Shares of the Company are listed on Bombay Stock Exchange,
Delhi Stock Exchange and Madhya Pradesh Stock Exchange. The annual
listing fees for the year 2014-15 have been paid to these Stock
Exchanges.
11. AUDITOR'S REPORT/ SECRETARIAL AUDIT REPORT:
The Auditors' Report read together with relevant notes thereon are self
explanatory and hence, do not call for any further comments under
Section 134 of the Companies Act, 2013.
As required under section 204 (1) of the Companies Act, 2013 the
Company has obtained a secretarial audit report. Certain observations
made in the report with regard to Non adoption of the whistle Blower
Policy by the Company. The Company is not having any employees and so
the same could not be adopted in time. However, the company has now
adopted the policy.
AUDITORS:
The Auditors M/s Gaur Jain & Co (Firm Registration No. 022957N)
Chartered Accountants, retire at the conclusion of the ensuing Annual
General Meeting and being eligible offer themselves for re-appointment.
SECRETARIAL AUDIT:
Pursuant to provisions of section 204 of the Companies Act, 2013 and
The Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 the company has appointed Mr. Sanjeev Sharma Company
Secretary in practice to undertake the Secretarial Audit of the
Company. The Secretarial Audit report is annexed herewith as "Annexure
B"
12. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
OF THE COMPANIES ACT, 2013
The company has not given any loans or guarantees and has not made any
investments covered under the provisions of section 186 of the
Companies Act, 2013.
13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
UNDER SECTION 188 OF THE COMPANIES ACT, 2013
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
14. DEPOSITS
During the year under review, Your Company has not accepted any
deposits in terms of section 73 of the Companies Act, 2013 read with
the Companies (Acceptance of Deposit) Rules, 2014, and also no amount
was outstanding on account of principal or interest thereon, as on the
date of the Balance Sheet.
15. MATERIAL CHANGES AND COMMITMENTS, IF ANY
There are no material changes and commitments noticed by the Board
between the end of the financial year of the company, i.e., 31.03.2015
and the date of the report.
16. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE
EARNINGS AND OUT-GO
In the absence of any manufacturing activities during the year under
review, no steps were required to be taken for conservation of energy,
technology absorption and research & development and as such the
information relating thereto may be taken as nil. There were no foreign
exchange earnings and outgo during the year under review.
17. BUSINESS RISK MANAGEMENT
Pursuant to section 134 (3) (n) of the Companies Act, 2013, the company
regularly maintains a proper check in normal course of its business
regarding Risk Management.
At present the company has not identified any element of risk which may
threaten the existence of the company.
18. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As per Section 135 of Companies Act, 2013, the company does not fulfill
the criteria of net worth or turnover for Corporate Social
Responsibility, hence the same is not applicable to the company.
19. SUBSIDIARY COMPANIES
The Company does not have any subsidiary.
20. VIGIL MECHANISM / WHISTLE BLOWER POLICY
The Board of Directors have adopted Whistle Blower Policy. The Whistle
Blower Policy aims for conducting the affairs in a fair and transparent
manner by adopting highest standards of professionalism, honesty,
integrity and ethical behavior. All permanent employees of the Company
are covered under the Whistle Blower Policy. A mechanism has been
established for employees to report concerns about unethical behavior,
actual or suspected fraud or violation of Code of Conduct and Ethics.
It also provides for adequate safeguards against the victimization of
employees who avail of the mechanism and allows direct access to the
Chairperson of the audit committee in exceptional cases.
21. CORPORATE GOVERNANCE REPORT
As per Circular No. CIR/CFD/POLICY CELL/7/2014 dated September 15, 2014
in continuation to circular No. CIR/CFD/POLICY CELL/2/2014 dated April
17, 2014; the SEBI has exempted the applicability of clause 49 of the
Listing Agreement to the Companies having paid up equity share capital
not exceeding Rs.10 Crores and Net Worth not exceeding Rs.25 Crores, as
on the last day of the previous financial year.
Hence, Clause 49 is not applicable to the Company since the Paid up
capital of Company as on the last day of the previous financial year is
Rs. 6.66 Crores and the net worth does not exceed Rs.25 Crores.
However, the company has still followed provisions of Clause 49 as a
matter of better Corporate Governance Practice, which have been
highlighted in the Boards' Report also.
22. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System, commensurate with the size,
scale and complexity of its operations. The scope and authority of the
Internal Audit function is defined in the Internal Audit Manual. To
maintain its objectivity and independence, the Internal Audit function
reports to the Chairman of the Audit Committee of the Board .
The management monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating
systems, accounting procedures and policies. Based on the report of
internal audit function, process owners undertake corrective action in
their respective areas and thereby strengthen the controls. Significant
audit observations and recommendations along with corrective actions
thereon are presented to the Audit Committee of the Board.
23. CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Members of the Board and all employees in the course
of day to day business operations of the company. The Company believes
in "Zero Tolerance" against bribery, corruption and unethical dealings
/ behaviours of any form and the Board has laid down the directives to
counter such acts.
The Code lays down the standard procedure of business conduct which is
expected to be followed by the Directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
24. PARTICULARS OF EMPLOYEES
As per Rule 5(2) of Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the company had no employee who:-
(i) if employed throughout the financial year, was in receipt of
remuneration for that year which, in the aggregate, was not less than
sixty lakh rupees; (ii) if employed for a part of the financial year,
was in receipt of remuneration for any part of that year, at a rate
which, in the aggregate, was not less than five lakh rupees per month;
(iii) if employed throughout the financial year or part thereof, was in
receipt of remuneration in that year which, in the aggregate, or as the
case may be, at a rate which, in the aggregate, is in excess of that
drawn by the managing director or whole-time director or manager and
holds by himself or along with his spouse and dependent children, not
less than two percent of the equity shares of the company.
25. MANAGEMENT'S DISCUSSION & ANALYSIS REPORT
The Management's Discussion & Analysis on the performance, industry
trends and other material changes with respect to the Company and its
subsidiaries, wherever applicable are attached herewith as "Annexure-
C"
26. INVESTOR RELATIONS
Your Company always endeavors to keep the timely response to
shareholder's request/grievances at a minimum. Priority is accorded to
address all the issues raised by the shareholders and provide them
satisfactory reply at the earliest possible time. The Stakeholder
Relationship Committee (earlier Shareholder's and Investor Grievances
committee) of Board meets periodically and review the status of
redresses of investor's grievances.
27. COMPANY'S WEBSITE- REJUVENATED
Company's official website has been revived in such a way to be a
center of information; it is now more of a depiction of your Company on
the web. It demonstrates all the relevant information relating to your
Company, its story of growth, achievements till date, information of
the core business of your Company and also an Investor relation corner,
for existing and prospective investors/shareholders etc.
The new website of the Company is trendier and user friendly, it is
prepared keeping in mind the layman ship of general users and the
relevant information to be obtained by them. It is also ensured that
the website is updated with its various progresses, achievements and in
terms of investor's information, took place in the Company.
28. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
( PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company has in place an Anti harassment policy in line with the
requirements of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint
Committee are set up at shop floor level to redress complaints received
regularly and are monitored by women line supervisors who directly
report to the Chairman & Managing Director. All employees (permanent,
contractual, temporary , trainees) are covered under the policy. There
was no compliant received from any employee during the financial year
2014-15.
29. ACKNOWLEDGEMENT
Your Directors would like to express their sincere appreciation for the
co-operation and assistance received from the stakeholders and business
associates who have extended their valuable sustained support and
encouragement during the year under review.
Your Directors take this opportunity to recognize and place on record
their gratitude and appreciation for the commitment displayed by staff
at all levels of the Company. We look forward for your continued
support in the future.
By order of the board of Directors
For Total Hospitality Limited
Sd/- Sd/-
Divya Seengal Kanad Kashyap
Place:Gurgaon Managing Director Director
Date :14.08.2015 00507943 00508054 | 