Directors’ Report The Members of Graviss Hospitality Limited The Directors have pleasure in presenting before you the Annual Report of the Company together with the Audited Statements of Accounts for the year ended 31st March, 2016. 1. CHANGE IN THE NATURE OF BUSINESS, IF ANY: The Company is running Hospitality business through its Hotel viz. Intercontinental – Marine Drive (ICMD) & a Banquet popularly known as Mayfair Banquets and there is no change in the business activity or nature. 2. DIVIDEND: Company has not declared any Dividend during the Financial year 2015-2016 under review. 3. BOARD MEETINGS: The details of the number of Meetings of Board held during the financial year 2015-2016 forms part of the Corporate Governance Report. 4. DIRECTORS AND KEY MANAGEMENT PERSONNEL: 1. During the Financial year 2015-2016, the Board appointed Ms. Mala Todarwal as Additional Director w.e.f. 4th November, 2015. 2. Mrs. Tina Pardal resigned from the Directorship of the Company w.e.f. 4th November, 2015. 3. Mr. Amit Jain – Chief Financial Officer (CFO) of the Company was appointed in place of Mr. Rajendra Agrawal who resigned as Chief Financial Officer (w.e.f. 12th August, 2015). Disclosure U/s.149(10) on Appointment of Independent directors for the second term by way of special resolution: None of the Directors are liable for re- appointment for the second term by way of special resolution during the year. 5. DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS: The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet the criteria of their Independence laid down in Section 149(6). (ANNEXURE I) 6. COMPOSITION OF AUDIT COMMITTEE: The details of the composition of the audit Committee forms part of the Corporate Governance Report. VIGIL MECHANISM: Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013 and as per Clause 22 of SEBI (Listing Obligations and Disclosure Requirements)Regulation 2015 the Company has formulated policy on vigil mechanism as below to safeguard the interest of Directors and employees. WHISTLE BLOWER: The company has established mechanism for Directors / Employees to report concerns about unethical behaviour, actual or suspected fraud, or violation of the code of conduct or ethics policy. It also provides for adequate safeguards against victimization of directors/employees who avail of the mechanism. The company affirms that no personnel has been denied access to the audit committee. The Company has formulated a Policy of Vigil Mechanism and has established a mechanism that any personnel may raise Reportable Matters within 60 days after becoming aware of the same. All suspected violations and Reportable Matters are reported to the Chairman of the Audit Committee The key directions/actions will be informed to the Managing Director of the Company. 7. DIRECTORS’ RESPONSIBILTY STATEMENT: In pursuance of section 134 (5) of the Companies Act, 2013, the Directors hereby confirm 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 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; and (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. 8. INFORMATION ABOUT THE FINANCIAL PERFORMANCE / FINANCIAL POSITION OF THE SUBSIDIARIES: The Company has made Loss of Rs. 342 Lacs before Tax during the year as against a loss of Rs. 251 Lacs last year. INFORMATION ABOUT SUBSIDIARY/ JV/ ASSOCIATE COMPANY M/s Graviss Hotels & Resorts Ltd.: The Company has made Loss of Rs. 98.49 Lacs during the year against a loss of Rs. 12.45 Lacs last year. M/s Graviss Catering Pvt. Ltd.: The PBT of the Company is Rs. 3.77 Lacs during the year against Profit of Rs. 24.85 Lacs Last year. M/s Hotel Kanakeshwar Pvt. Ltd.: The Company has made Loss of Rs. 0.06 Lacs during the year against a loss of Rs. 0.06 Lacs last year. Details of the Companies which have become / ceased to be its Subsidiary/ JV/ Associate Company. N.A. 9. EXTRACT OF ANNUAL RETURN: As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 as a part of this Annual Report. ANNEXURE – II 10. AUDITORS: The Auditors, M/s V. Sankar Aiyar & Co, Chartered Accountants, Mumbai retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment from the conclusion of ensuing Annual General Meeting [AGM] till the conclusion of the next Annual General Meeting of the Company. SECRETARIAL AUDIT: Secretarial audit report as provided by M/s Martinho Ferrao & Associates, Practising Company Secretary is annexed to this Report as ANNEXURE III 11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO (section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014): (A) Conservation of energy and Technology Absorption: The Company has entered, to avail international technology and expertise, into various strategic agreements with Inter- Continental Hotels Corporation, USA (IHC) and its affiliates. As a part of these agreements, IHC and its affiliates are required to provide technical services, marketing reservation and system support to the Company for its Hotel situated at Marine Drive-Mumbai. 12. The Company has not accepted any deposits during the year. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS Details about the adequacy of Internal Financial Controls with reference to the Financial Statements. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS: The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 and it has taken SECURED LOANS: 993.48 UNSECURED LOANS: — CURRENT/NON-CURRENT INVESTMENTS: 21.83 GUARANTEES: — SECURITIES EXTENDED: — 13. RISK MANAGEMENT The details are mentioned in the Corporate Governance Report. 14. RELATED PARTY TRANSACTIONS: Particulars of Contracts or Arrangements with Related parties referred to in Section 188(1) in Form AOC-2 as ANNEXURE – IV 15. EVALUATION OF THE BOARD: The Nomination & Remuneration Committee has approved the Policy on Board evaluation, evaluation of Board Committees’ functioning and individual Director evaluation. In keeping with the Company’s belief that it is the collective effectiveness of the Board that impacts Company performance, the primary evaluation platform is that of collective performance of the Board as a whole. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 read with the Company’s Governance Policy. The parameters for Board performance evaluation have been derived from the Board’s core role of trusteeship to protect and enhance shareholder value as well as fulfill expectations of other stakeholders through strategic supervision of the Company. Evaluation of functioning of Board Committees is based on discussions amongst Committee members and shared by each Committee Chairman with the Board. Individual Directors are evaluated in the context of the role played by each Director as a member of the Board at its meetings, in assisting the Board in realising its role of strategic supervision of the functioning of the Company in pursuit of its purpose and goals. While the Board evaluated its performance against the parameters laid down by the Nomination & Remuneration Committee, the evaluation of individual Directors was carried out anonymously in order to ensure objectivity. Reports on functioning of Committees were placed by the respective Committee Chairman before the Board. 16. REMUNERATION AND NOMINATION POLICY The Board has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. This policy also lays down, a criteria for selection and appointment of Board Members. The details of this policy are explained in Corporate Governance. 17. LISTING WITH STOCK EXCHANGES: The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to BSE where the Company’s Shares are listed. Company has paid Annual Listing fees Rs. 2,29,000/- on 26th April, 2016 for the year 2016-2017. 18. CORPORATE GOVERNANCE AND SHAREHOLDERS INFORMATION: Your Company has taken adequate steps to adhere to all the stipulations laid down in Clause 72 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015. A report on Corporate Governance is included as a part of this Annual Report as ANNEXURE V Certificate from the Statutory Auditors of the company confirming the compliance with the conditions of Corporate Governance as stipulated under Clause 72 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 is attached to this Report. |