DIRECTOR'S REPORT TO THE MEMBERS, Your Director's have pleasure in presenting the Twenty Sixth Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2015. COMPANY'S PERFORMANCE During the year under review, the Company has total revenues of 947.96 Lacs as compared to 982.89 Lacs during the previous year. The net profit for the year under review has been 16.97 Lacs as against 24.66 Lacs during the previous year. Your directors are continuously looking for avenues for future growth of the Company in Hotel Industry. DIVIDEND The Company has decided to plough back its entire profits for future developments. Hence no dividend is recommended for the year under review. RESERVES The appropriations for the year are: PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES Particulars of contracts Or arrangements with related parties referred to in Section 188(1) of the Companies Act,2013, in the prescribed form AOC-2, is appended as Annexure- IV to the Board's Report. All contracts / arrangements / 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. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the http://www.howardhotelsltd.com/Other Reports/Po <http://www.howardhotelsltd.com/other>licy on Related Party Transactions PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED Loans, guarantees and investments covered under Section 186 of the Companies Act,2013 form part of the notes to the financial statements provided in this Annual Report. ACCEPTANCE OF DEPOSITS The Company has not accepted any deposits from public within the meaning of Section 73 of the Companies Act, 2013, and the Companies (Acceptance of Deposit) Rules, 2014 , during the year under review. EXTRACT OF ANNUAL RETURN Extract of Annual Return of the Company is annexed herewith as Annexure I to this Report. BOARD DIVERSITY The Company recognises and embraces the importance of a diverse board in its success . We believe that a truly diverse board will leverage difficulties in thought, perspective, knowledge, skill, regional And industry experience, culture and geographical background, age, ethnicity, race, gender, which will help us retain our competitive advantage. The Board has adopted the Board Diversity policy as well which is available on our website <http://www.howardhotelsltd.com>. MEETINGS OF THE BOARD Six meetings of the Board of Directors were held during the year. For further details, please refer report on Corporate Governance of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act,2013. POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. As on March 31,2015, The Board consist of 6 members, three of whom are executive/whole-time directors and three are independent directors. The Board periodically evaluates the need for change in its composition and size. The policy of the Company on director's appointment and other matters provided under sub section 3 of section 178 of the Companies Act, 2013 can be assessed at http://www.howardhotelsltd.com/Other <http://www.howardhotelsltd.com/Other>Reports/ <http://www.ril.com/getattachment/3b0559bd-20fd->Policy for Selection of Directors and Determining Directors independence. DECLARATION BY INDEPENDENT DIRECTORS The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges. BOARD EVALUATION The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors which can be assessed at <http://www.howardhotelsltd.com/Other> Reports/ <http://www.ril.com/getattachment/3b0559bd-20fd->Policy for selection of Directors and determining Directors independence and <http://www.howardhotelsltd.com/other>Reports / <http://www.ril.com/getattachment/3b0559bd-20fd->Nomination and remuneration Policy<http://www.ril.com/getattachment/3b0559bd-20fd-> REAPPOINTMENTS AND RESIGNATIONS/APPOINTMENTS At the ensuing Annual General Meeting Mr. Rakesh Kumar Agarwal and Mr. Ravi Kant Bansal, Directors of the Company, will retire by rotation and, being eligible; offer themselves for reappointment in terms of provisions of Companies Act, 2013 read with Articles of Association of the Company. Mr. Sanjay Kumar Pathak demitted office as a Director with effect from March 30, 2015.The Board places on record its deep appreciation for the valuable contribution made by him during his tenure as Director of the Company. Mrs. Alka Agarwal was appointed as an Additional Director at the Board meeting held on March 30,2015 seeking Shareholder's approval in this Annual General Meeting. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to Section 134(3)(c) of the Companies Act, 2013, we hereby state: i).that in the preparation of the Annual Accounts, the applicable accounting standards have been followed along with proper explanation and that there are no material departures; ii).that the directors 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 as at March 31, 2015 and of the profit and loss of the Company for that period; iii).that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv).that the directors have prepared the Annual Accounts on a going concern basis. v).that the directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively. vi). that 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. AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS M/s. P. C. Bindal & Co., Chartered Accountants, New Delhi, the Statutory Auditors of the Company are the retiring Auditors and being eligible, offers themselves for re-appointment. The Certificate u/s 139(1) of the Companies Act, 2013 has been obtained from them and they are not disqualified for such re-appointment within the meaning of Section 141 of the said Act. Your directors recommend the ratification for reappointment of Statutory Auditors to hold office until the conclusion of the next Annual General Meeting of the Company. SECRETARIAL AUDITOR The Board has appointed Mr. Satyendra Sharma, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure II to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. INTERNAL AUDITOR The Board has appointed an Internal Auditor to conduct the Internal Audit for the financial year 2014-15. The Internal Audit Report for the financial year ended March 31, has been submitted to the Company and it does not contain any qualification, reservation or adverse remark. ACCOUNTS & AUDIT The observations of Auditors in their report, read with the relevant notes to accounts, are self-explanatory and do not require further explanation. There are no qualifications, reservations or adverse remarks or disclaimers made by P.C.Bindal & Co., Chartered Accountants , Statutory Auditors, in their report and by Mr. Satyendra Sharma, Company Secretary in Practice, in his Secretarial Audit Report. The Statutory Auditors have not reported any incident of fraud to the Audit Committee of the Company in the year under review. CASH FLOW ANALYSIS The Cash Flow Statement for the year, under reference in terms of Clause 32 of the Listing Agreement entered by the Company with the Stock Exchanges, is annexed with the Annual Accounts of the Company. DISCLOSURES: AUDIT COMMITTEE The Audit Committee comprises Independent Directors namely Mr. Rakesh Kumar Agarwal (Chairman), Mr. Ravi Kant Bansal and Mrs. Alka Agarwal as other Members. All the recommendations made by the Audit Committee were accepted by the Board. WHISTLE BLOWER POLICY & VIGIL MECHANISM COMMITTEE The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. The reportable matters may be disclosed to the Audit Committee. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. The report is annexed herewith as Annexure III to this Report. PARTICULARS OF EMPLOYEES Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith marked as Annexure V. In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, during the year under review, no employee, whether employed for the whole or part of the year, was drawing remuneration in excess of the limits set out in the said rules. Hence the details required under the said Rules are not given. Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company's website. CORPORATE GOVERNANCE As per clause 49 of the Listing Agreement, a separate section on Corporate Governance forms part of the Annual Report. A certificate from the Auditors of the Company regarding compliance with the conditions of Corporate Governance as stipulated under clause 49 of the Listing Agreement is also separately given in Annual Report. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The Management Discussion and Analysis of financial condition and results of operation of the Company for the year under review, as required under clause 49 of the Listing Agreement with the stock exchanges, is given separately under the head "Management Discussion & Analysis Report" in Annual Report. CORPORATE SOCIAL RESPONSIBILITY The Company has not constituted the Corporate Social Responsibility (CSR) Committee in accordance with Section 135 of the Companies Act, 2013 as the said provision is not applicable to the Company. INDUSTRIAL RELATIONS The industrial relations remained cordial and peaceful throughout the year in the Company. The Directors wish to place on record their appreciation for the contribution of the workers and officers of the Company at all level. DEPOSITORY SYSTEMS As the members are aware, the Company's shares are compulsorily tradable in electronic form. As on March 31, 2015, 83.14% of the Company's paid-up capital representing 7576938 Equity Shares is in dematerialized form with both the depositories as compared to 82.94% representing 7558638 equity shares for the previous year ending March 31, 2014. Your Company has established connectivity with both depositories - National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) through RTA i.e. M/s. Link Intime India Pvt. Ltd. ACKNOWLEDGEMENT The Board acknowledges with gratitude the assistance, co-operation and encouragement extended to the Company by Central Government, State Government, Financial Institutions, SEBI, Stock Exchanges, Custodian, Regulatory/Statutory Authorities, Registrars & Share Transfer Agent and other related Department of Tourism. Your directors thank the customers, client, vendors, dealers, Company's bankers and other business associates for their continuing support and unstinting efforts in the Company's growth. The Board also wishes to place on record their deep apprec iation for the commitment displayed by all the executives, officers and staff, resulting in successful performance during the year. The company has achieved impressive growth through the competence, hard work, solidarity, cooperation and support of employees at all levels. Your Directors are also thankful to the stakeholders, shareholder and depositors for their continued patronage. For & on behalf of Board of Directors of HOWARD HOTELS LIMITED Sd /- [Nirankar Nath Mittal] Chairman & Managing Director [DIN: 01533102] Place: Agra Date: August 03 ,2015 |