BOARD'S REPORT Dear Members, The Board of Directors are pleased to present the Thirtieth Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended 31st March, 2015. The Statement of Accounts, Auditors' Report, Board's Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules, 2014. 2. RESERVES During the year under review, your Company transferred a sum of 47.72 lakhs to the General Reserves. 3. PERFORMANCE AND AFFAIRS OF THE COMPANY During the year under review, the Company recorded all time high revenue of 5396.62 lacs as against last year revenue of 4804.36 lacs which is up by 12.33 %. The profit after depreciation stood at 121.55 lacs against 34.79 lacs last year, up by 249%. As the travel & tourism industry is witnessing fast growth, your company will have a vital role to play in the coming years 4. DIVIDEND With a view to conserve resources for operations and future ensuing expansion , your Directors are not recommending any dividend for the year ended 31March 2015. 5. CURRENT STATUS The current position of the Company in the current financial year 2015-16 is satisfactory. The Company expects to achieve better performance during the current year. 6. CHANGES IN NATURE OF BUSINESS AND REVISION IN THE BOARD'S REPORT There is no change in the nature of business of the Company during the year. 7. REPORT ON PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES During the year under review, your Company did not have any subsidiary, associate and joint venture Company. 8. CORPORATE GOVERNANCE Pursuant to Clause 49 of the Listing Agreement executed with the Stock Exchanges, Corporate Governance Report and Certificate regarding compliance of conditions of Corporate Governance form an integral part of this report and are set out as separate ANNEXURE - A to this Report. 9. PUBLIC DEPOSITS Your Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise. 10. DIRECTORS AND KEY MANAGERIAL PERSONNEL (i) Directors Smt. Kruti Bhupesh Patel, (DIN NO: 00482326) Director will retire by rotation and being eligible and not being disqualified under section 164 of the Companies Act, 2013, offers herself for reappointment. Mr. Gokulsingh Dhondusingh Rajput (DIN NO: 01934109) was appointed as an Additional Director with effect from 30th March, 2015 as an Additional Director. He holds office up to the date of the ensuing Annual General Meeting and being eligible, offers himself for appointment as Director afresh. The Company has received a letter from a member along with the requisite deposits proposing the candidature for his appointment as a Director at the next Annual General Meeting. The Boards recommends his appointment. Mr. Shailendra Banwarilal Agrawal (DIN NO: 07121446) was appointed as an Additional Director with effect from 30th March, 2015 as an Additional Director. He holds office up to the date of the ensuing Annual General Meeting and being eligible, offers himself for appointment as Director afresh. The Company has received a letter from a member along with the requisite deposits proposing the candidature for his appointment as a Director at the next Annual General Meeting. The Boards recommends his appointment There is no other change in the composition of the Board of Directors (ii) Key Managerial Personnel Mr.Ramachandran Chalakudi Gopalakrishnan was appointed as Chief Financial Officer of the Company with effect from 1st April, 2015. Ms.Shrima Shridhar Shetty was appointed as Company Secretary of the Company with effect from 1st April,2015. (iii) Declaration by an Independent Director(s) The Company has complied with clause 49 of Listing Agreement and according to the provisions of section 149(6) of the Companies Act, 2013.The Company has also obtained declarations from all the Independent Directors pursuant to section 149(7) of the Companies Act, 2013. (iv) Annual Evaluation of Board Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance and other Directors. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning such as adequacy of the compositioft of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions. 11. NUMBER OF BOARD MEETINGS During the Financial year, total 5 (Five) meetings of the Board of Directors were held on 30th May 2014, 14th August 2014, 15th November 2014, 14th February 2015 and 30th March 2015 respectively. 12. DIRECTOR'S RESPONSIBILITY STATEMENT To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3)(c)of the Companies Act, 2013 and hereby confirm that:- a. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures; b. the directors have selected such accounting policies and applied 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, 2015 and of the profit of the Company for the year ended on that date; c. the directors 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. the directors have 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 have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. 13. NOMINATION AND REMUNERATION COMMITTEE The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act, 2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. 14. AUDIT COMMITTEE: The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of th. Companies Act, 2013. The Audit Committee comprises of: 1. Mr. Tapan <- atel 2. Mrs. Kruti Patel 3. Mrs. Ketki Patel The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. The Internal Auditors and Statutory Auditors are permanent invitees to the Audit Committee meetings. 15. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal and unethical behavior. The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc. The employees of the Company have the right/option to report their concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. 16. RISK MANAGEMENT POLICY The Board of Directors of the Company during the year have designed Risk Management Policy and Guidelines to avoid events, situations or circumstances which may lead to negative consequences on the Company's businesses, and define a structured approach to manage uncertainty and to make use of these in their decision making pertaining to all business divisions and corporate functions. Key business risks and their mitigation are considered in the annual/strategic business plans and in periodic management reviews. At present there is no identifiable risk which, in the opinion, of the Board may threaten the existence of the Company. 17. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO Your Company has no activities relating to conservation of energy or technology absorption. During the year, the Company has earned foreign exchange worth of Rs.67.94 Lacs and there was no foreign exchange outgo. 18. INTERNAL CONTROL SYSTEMS: Adequate internal control systems commensurate with the nature of the Company's business, size and complexity of its operations are in place. It has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected. 19. EXTRACT OF ANNUAL RETURN: Extract of the Annual Return in form MFT-9 for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is annexed as ANNEXURE- B which forms part of this Report. 20. CORPORATE SOCIAL RESPONSIBILITY: The Corporate Social Responsibility is not applicable to the Company hence there is no report on the same. 21. AUDITORS (i) STATUTORY AUDITOR The Statutory Auditors of your Company namely, M/s. Sheth Doctor & Associates., Chartered Accountants have been appointed for a period of Five years at the previous annual general meeting held on 30th September, 2014. The appointment is required to be ratified by the shareholders at this annual general meeting to conduct the audit for the financial year 20152016. Auditors have confirmed their eligibility and submitted the Certificate in writing that their appointment, if ratified, would be within the prescribed limit under the Act and they are not disqualified for re-appointment. The Statutory Auditors Report does not contain any dis-qualification, reservation or adverse remark. (ii) SECRETARIAL AUDITOR The Board has appointed Ms. Shilpa K. Shah , Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2014-2015. The Report of the Secretarial Audit Report is annexed herewith as ANNEXURE- C. (iii) COST AUDITOR The Company is not required to appoint Cost Auditor as it is not required to submit cost audit report pursuant to the provision of the Companies (Cost Records and Audit) Rules, 2014. 22. GREEN INITIATIVES Pursuant to Sections 101 and 136 of the Companies Act, 2013 The Company will be sending Annual Report through electronic mode—email to all the shareholders who have registered their email addresses with the Company. 23. HUMAN RESOURCES Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Company's Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources. 24. ENVIRONMENT AND SAFETY The Company is conscious of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. There was no accident during the year. 25. MATERIAL CHANGES AND COMMITMENTS, IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE FINANCIAL YEAR END OF THE COMPANY TO WHICH FINANCIAL RESULTS RELATED Except as disclosed elsewhere in this report, no material changes and commitments which could affect the Company's financial position have occurred between the end of the financial year of the Company and date of this report. 26. ADEQUACY OF. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls. 27. PARTICULARS OF LOANS, GUARANTEES, INVESTMENTS AND SECURITIES The Company has not taken any loan, given guarantees or made investments and securities during the year. The details of loans of the companies as per the provisions of section 186 of the Companies Act, 2013 are given in the notes No. 3 and 5 to Financial Statements. 28. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES All transactions entered with Related Parties is disclosed in form AOC-2 which is annexed to the Boards Report as ANNEXURE-D. All Related Party Transactions are placed before the Audit Committee as also to the Board for approval at every quarterly meeting. 29. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014. There were no employees of the Company drawing remuneration of Rs.60 lacs per annum or more or Rs. 5 lacs per month or more during the year under review. 30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013. The Company has set up an Internal Complaints Committee (ICC) for providing a Redressal mechanism pertaining to Sexual harassment of women employees at workplace. There was no complaint received during the year under review. 31. GENERAL DISCLOSURES Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: 1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43(a)(ii) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62(l)(b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished. 4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16(4) of Companies (Share Capital and Debentures) Rules, 2014 is furnished. 5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Company's operations in future. 32. ACKNOWLEDGEMENT Your Directors wish to thank Bankers, Government authorities and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company. By order of the Board, Director (DIN:- 00482646) Place : Mumbai Dated: 30* May, 2015 |