BOARDS' REPORT To, The Members, Your Directors have pleasure in presenting the 29th Annual Report of your Company together with the Audited Financial Statements and Auditors' Report for the year ended 31st March, 2015. PERFORMANCE OF THE COMPANY The Net Income of your company for the current year is Rs.40,334,412/- as against of Rs. 53,839,811/- in the previous year. STATE OF COMPANY'S AFFAIRS The total expenditure for the period ended as at 31st March, 2015 amounted to Rs.47,713,994/-, decreased by Rs.59.55 Lakh as compared to previous year. However due to decrease in turnover of the Company for the period ended as at 31st March, 2015, a Net Loss of Rs. 73.79 Lakh has been accounted. DIVIDEND In view of the carried forward losses, yours Directors regret their inability to recommend Dividend for the year 2014-2015. DEPOSITS Your Company has not invited or accepted any deposits during the year from the Public. INSURANCE All properties & insurable interest of the Company including Building, Plant & Machinery & Stocks have been fully insured. CHANGE IN THE NATURE OF BUSINESS There is no change in the nature of business of the Company. THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE No significant and material orders were passed by the Regulators or courts or Tribunal impacting the going concern status and Company's operation in future. MATERIAL CHANGES & COMMITMENTS There is no material change & commitment in the business operations of the Company for the financial year ended 31st March, 2015. BUSINESS OVERVIEW India's travel & Tourism industry has huge growth potential. The tourism industry is looking forward to the e-visa policy which will turn the tourist inflow in double digit to India. As per ICRA Ltd, a rating agency, the revenue growth of Indian hotel industries is strengthening to 9-11 per cent in 2015-16. The growth of the tourism sector will have a direct & visible impact on the Indian economy in terms of spreading benefits across the country. FINANCIAL INFORMATION OF SUBSIDIARY/ASSOCIATE & JOINT VENTURE COMPANY There is no Subsidiary/Associate/Joint Venture Company of Lords Ishwar Hotels Limited, so this disclosure is not applicable to your Company. BORROWING/INDEBTNESS The total borrowing stood at Rs. 4.74 Crore as at 31st March, 2015 as against Rs. 4.78 Crore as on 31st March, 2014. NUMBER OF BOARD MEETINGS Four (4) Board Meetings were held during the year 2014-15. Detail information of meetings is being furnished under "Corporate Governance Report". MECHANISM FOR EVALUATION OF BOARD Evaluation of all Board members is done annually. The evaluation is done by the Board, Nomination & Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and individual Directors. Criteria for evaluation of Board as a whole includes frequency, length, transparency, flow of information, administration and disclosure of Board meeting held. Individual Directors can be evaluated on the basis of their ability to contribute good governance practices, to address top management issues, long term strategic planning, individually time spent, attendance & membership in other committees, core competencies and obligation & fiduciary responsibilities etc. DIRECTORS' RESPONSIBILITY STATEMENT Your Board of Directors hereby confirms that: a. in the preparation of the annual accounts, the applicable accounting standards and there are no material departures; b. appropriate accounting policies selected and applied are consistent and the judgments and estimates made 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. proper and sufficient care has been taken 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 annual accounts have been prepared on a 'going concern' basis; e. 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 well defined in the organization. To maintain its objectivity and independence, the Internal Audit function reports to the chairman of the Audit Committee of the Board; and f. we had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively. INDEPENDENT DIRECTORS' DECLARATION The Independent Directors have submitted the declaration of independence, as required under Section 149(6) of the Companies Act, 2013 read with Rules thereon. One meeting of Independent Directors was also held as per Schedule IV of the Companies Act, 2013. NOMINATION AND REMUNERATION POLICY As required under Clause 49(IV)(B)(4) of the Listing Agreement & Section 134(3)(e), a policy on Director's appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 is given in Annexure -1 forming part of this Annual Report. RISK MANAGEMENT POLICY The Company has developed and adopted a Risk Management Policy. The Policy identifies all perceived risks which might impact the operations of the Company. Risks are assessed department wise such as financial risks, accounting risks etc. The Company is taking appropriate measures to achieve proper balance between risk & reward. VIGIL MECHANISM As required under Clause 49(II)(F) of the Listing Agreement read with Section 177(9) of the Companies Act, 2013, the Company has established a vigil mechanism for its directors & employees to report their genuine concerns/grievances. The mechanism also provides for adequate safeguards against victimization of person who use such mechanism and makes provisions for direct access to the Audit Committee chairman. The details of the mechanism are posted on the Company's website (www.lordsishwar.com) under 'Investor Relations'. EXTRACT OFANNUAL RETURN As per the provisions of section 92(3) of the Companies Act, 2013, an extract of the Annual Return in Form No. MGT-9 of the Companies (Management and Administration) Rules, 2014 is annexed as Annexure - 2 herewith and forms part of this report. STATEMENT UNDER COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 There is no employee drawing remuneration of Rs. 60 Lakh or more in a financial year or drawing a remuneration of Rs. 5 Lakh per month under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Your Company is not paying any remuneration to its Managing Director or other Directors. The details can be referred in Annexure-2 to this Annual Report. PARTICULARS OF EMPLOYEES & REMUNERATION As required under Section 197(12) of the Companies Act, 2013 read with Rules thereon, the ratio of the remuneration of each director to the median employee's remuneration and other details are annexed as Annexure-3 to this Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion And Analysis as required under Clause 49(VIII)(D) of the Listing Agreement is given as separate statement in this Annual Report. CORPORATE GOVERNANCE In terms of Clause 49 of the Listing Agreement with Stock Exchanges, your Company is committed to maintain the standards & to fulfill the requirements of Corporate Governance in all material aspects & a report on Corporate Governance together with a certificate of its compliance from the Statutory Auditors are annexed separately as a part of this Annual Report. DIRECTORS AND KMP APPOINTED DURING 2014-15 Mr. Mehinder Sharma was re-appointed as Director of the Company in the 28th AGM held on 8th September, 2014. Mrs. Sangeeta P. Bansal was appointed as a Director w.e.f 8th September, 2014 being eligible to retire by rotation in the AGM of the Company. Mr. Bharat Varsani, Mr. Amit Garg & Mr. Sanjay Mangal were appointed as Independent Directors w.e.f 8th September, 2014 for a term of 5 Consecutive years. Mrs. Sangeeta P. Bansal was appointed as Chief Financial Officer of the Company w.e.f 31st July, 2014. The Company has also redesignated Mr. Pushpendra R. Bansal as a Managing Director w.e.f 31st July, 2014. SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY No Company has become or ceased to be its subsidiary, j oint ventures or Associate Company during the year 2014-15. INTERNAL CONTROL SYSTEMS & THEIR ADEQUACY The Company has an internal control system, commensurate with the size, scale and complexity of its operation. The scope and authority of the internal audit function is well defined in the organization. To maintain its objectivity & independence, internal audit function is laid before the Audit Committee of the Board. Based on the report of the internal audit & Audit committee observation, corrective actions are undertaken by the respective departments and thereby strengthen the controls. PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS The Company during the year has made an investment Rs. 40 Lakh towards acquiring 4,000 equity shares in Lords Oriental Resorts Developers (Silvassa) Pvt. Ltd. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUB SECTION (1) OF SECTION 188 OF THE COMPANIES ACT, 2013 Your Company has not entered into any related party contracts/arrangements under Section 188(1) of the Companies Act, 2013 during the year. The Company has placed the exiting Related Party agreement/contract to Audit Committee for its ratification. All transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. Suitable disclosures as required under Accounting Standard- 18 have been made in Notes to the financial Statement. As required under Clause 49(VIII)(A) of the Listing Agreement, your Company has adopted a Related Party Transactions Policy which is placed at its website www.lordsishwar.com SECRETARIAL AUDIT REPORT Your Company has appointed Mr. Manish R. Patel, Practicing Company Secretary (COP No. 9360), Surat to conduct the Secretarial Audit of the Company as per the provisions of Section 204 of the Companies Act, 2013 and Rules thereon for the financial year 2014-15. Such Report in Form MR-3 is annexed as Annexure-4 hereto and forms a part of this report. Secretarial Audit Report is self explanatory and does not call for any further comments. INTERNAL AUDITORS In terms of Section 138 of the Companies Act, 2013, M/s J. Bhavsar & Co., Chartered Accountants, Surat has been appointed as the Internal Auditors of the Company STATUTORY AUDITORS M/s. J. M. Pabari & Associates, Chartered Accountants (Firm Reg. No-113881W), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting of the company and being eligible, offer themselves for re-appointment as per Companies Act, 2013. Your Directors propose their re-appointment as statutory Auditors to hold office until the conclusion of the next AGM of the Company. The Auditors in their report have referred to the notes forming part of the accounts. The said notes are self explanatory and do not need any further elucidation. QUALIFICATION, RESERVATION OR ADVERSE REMARK ON SECRETARIAL AUDIT REPORT Company has filed Annual Return on Foreign Liabilities & Assets for the year 2014-15 with Reserve Bank of India but has not filed the same for the year 2013-14 as company was not aware of such filing . The same has been noticed by the Secretarial Auditor during their Audit and has mentioned the point in his Secretarial Audit Report. AUDIT COMMITTEE Audit Committee consists of Non-Executive Independent Directors namely Mr. Amit Garg as Chairman with Mr. Bharat Varsani & Mr. Sanjay Mangal as other members. During the year, there is no such incidence where Board has not accepted the recommendation of the Audit Committee during the year under review. DISCLOSURE OF INFORMATION AS REQUIRED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULES THEREON A. Conservation of Energy Your Company has made all possible measures to monitor Power consumption closely on daily basis so as to reduce wastage and cost of energy. Measures include replacement of compact fluorescent lights with low power consuming LED lights in a phase wise manner, replacement of chillers plant with energy efficient 'Variable Refrigeration Flow' Air conditioning system. Some of the actions planned for next year include replacement of gas fire Boiler with Heat pump/Solar system based boiler, replacement of energy intensive fans with energy efficient fans & installation of sensor systems at places identified by the management. The Company is using Natural Gas through pipelines instead of LPG Cylinders in the Kitchen and other operational areas which reduces overall the energy cost. B. Technology Absorption The Company continues to absorb and upgrade modern technology and advanced technique in various guest contact areas like Wi-Fi internet connectivity in your hotel. However your Company has not obtained any specific technology from outside India which needs to be absorbed. Your Company has not undertaken any research & development activity. C. Foreign Exchange Earning and Outgo The information relating to the foreign exchange earnings and outgo are given in the Notes to the financial statements for the year ended 31st March, 2015 INDUSTRIAL RELATIONS During the period, the relations with all employees of the Company were cordial and a congenial atmosphere prevailed. Your Directors place on record their appreciation for the devoted services rendered by the employees of the Company. ACKNOWLEDGEMENTS Your Directors wish to place on record their sincere thanks to the valued guests, suppliers and the Financial Institution for their support, co-operation and guidance. Your Directors take the opportunity to express their sincere thanks to all the investors, shareholders and stakeholders for their continued confidence in the company. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, contributing in Management & delivering a sound performance. FOR AND ON BEHALF OF THE BOARD OF DIRECTORS PUSHPENDRA BANSAL Managing Director DIN: 00086343 AMIT GARG Director DIN: 00537267 Registered Office: Hotel Revival, Near Sayaji Gardens, Kala Ghoda Chowk, University Road, Baroda, Gujarat - 390 002 CIN: L55100GJ1985PLC008264 Place: Baroda Date: 11th August, 2015 |