U P Hotels Ltd
Directors Reports
Dear Members,
Your Directors are pleased to present the 58th Annual Report of the Company for the
financial year ended March 31, 2019.
Financials
(Rs. in lakh)
|
Current Year |
Previous Year |
|
2018-19 |
2017-18 |
| Revenue from Operations |
10512.08 |
9405.31 |
| Other Income |
461.33 |
439.45 |
| Expenditure |
10064.30 |
9309.10 |
| Depreciation |
694.29 |
676.28 |
| Profit before tax |
909.11 |
535.66 |
| Tax expense |
253.17 |
231.01 |
| Profit after tax |
655.94 |
304.65 |
| Other Comprehensive Income |
(5.87) |
54.21 |
| Total Comprehensive Income |
650.07 |
358.85 |
| Profits available for Appropriation |
5550.70 |
4894.76 |
| Transfer to General Reserve |
- |
- |
| Earning Per Equity Share (Basic) |
12.15 |
5.64 |
| Earning Per Equity Share (Diluted) |
12.15 |
5.64 |
Operations & State of Company's Affairs
Revenue from operations (net) has increased by Rs.1106.77 (11.76%) from Rs. 9405.31
lakh (previous year) to Rs. 10512.08 lakh in current year. The other income has increased
by 4.98% from Rs. 439.45 lakh (previous year) to Rs. 461.33 lakh in the current year. The
profit after tax for the year (before other comprehensive income) was Rs. 655.94 lakh in
the current year against Rs. 304.65 lakh in the previous year, a growth of 115.31%. The
Total Comprehensive
Income was Rs. 650.07 lakh in current year against Rs. 358.86 lakh in the previous
year.
The details on operations & state of affairs of the Company have been given in the
report under Management Discussion & Analysis.
Dividend
No dividend has been recommended by the Board for the financial year ended 31st March,
2019.
Transfer to General Reserves
During the financial year, the Company has not transferred any amount out of the
profits of the Company to the General Reserves.
Directors and Key Managerial Personnel
Mr. Apurv Kumar and Mr. Rupak Gupta are the Joint Managing Directors and Chief
Financial Officers of the company during the year under review. Mr.
Prakash Chandra Prusty is Company Secretary of the Company. Mr. Apurv Kumar, Mr. Rupak
Gupta and Mr. Prakash Chandra Prusty are the Key Managerial Personnel of the Company.
Mrs. Supriya Gupta will retire by rotation at the ensuing Annual General Meeting, being
eligible, offers herself for re-appointment at the ensuing Annual General Meeting. The
Board has recommended for revision in remuneration of Mr. Apurv Kumar and Mr. Rupak Gupta
both Joint Managing Directors and
Chief Financial Officers of the company at the ensuing Annual General Meeting.
The Board has recommended for re-appointment of Mr. Shafi Alam as Independent Director
at the ensuing Annual General Meeting. He has given a declaration that he possesses
appropriate skills, experience and knowledge in one or more fields as provided under the
acts/rules in relation to the company. Mr. Bisheshwar Prasad Singh and Mr. Shafi Alam are
the Independent Directors of the Company. The company has received necessary declarations
form the
Independent Directors under section 149(7) of the Companies Act, 2013 that they meet
the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013
and Regulation 16(b) of Listing Regulations, 2015 and compliance with the Code for
Independent Directors prescribed in Schedule IV to the Act. In terms of Regulations 25(8)
of the SEBI Listing Regulations, the Independent Directors have confirmed that they are
not aware of any circumstance or situation, which exists or may be reasonably anticipated,
that could impair or impact their ability to discharge their duties with an objective
independent judgment and without any external influence. A separate Meeting of the
Independent Directors pursuant to Section 149(8) and Schedule IV of the Companies
Act, 2013 was held on 07.02.2019.
The Company has put in place an induction and familiarization program for all its
Directors including the Independent Directors. The familiarization program for Independent
Directors in terms of provisions of Regulation 46(2)(i) of Listing Regulations, is
uploaded on the website of the Company at www.hotelclarks.com.
Directors Responsibility Statement
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of their
knowledge and ability, state that:
(a) in the preparation of the annual accounts for the financial year ended 31st March,
2019, the applicable accounting standards have been followed and there were no material
departures; (b) they 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 at the end of the financial year and of
the profit and loss of the company for that period;
(c) they 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;
(d) they have prepared the annual accounts on a going concern basis; and
(e) they have laid down internal financial controls for the company, which are adequate
and are operating effectively.
(f) they have devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems are adequate and operating effectively.
Internal Financial Controls
As per Section 134(5)(e) of the Companies Act, 2013, Internal Financial Control (IFC)
means the policies and procedures adopted by the company for ensuring the orderly and
efficient conduct of its business, including adherence to company's policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the
accuracy and completeness of the accounting records and the timely reparation of reliable
financial information. The Company has a systematic process and well-defined roles and
responsibilities for people at different hierarchical levels. The Internal Financial
Control
(IFC) system of company comprises due compliances of company's policies and Standard
Operating Procedures (SOPs) and internal audit checks. The Audit Committee discusses with
the members of the management, considers the systems as laid down, meets with internal
auditors & statutory auditors to ascertain their views and also takes note of the
Internal Audit Reports at appropriate intervals and issue advises to the management,
auditors and management for better control, timely compliances, etc.
Statutory Audit
Pursuant to the provisions of section 139 of the Companies Act 2013, M/s Satinder Goyal
& Co., Chartered Accountants, (Firm Registration No.027334N) have been appointed as
Statutory Auditors of the Company for a term of five consecutive years, to hold office
from the conclusion of the 56th AGM until the conclusion of 61st AGM of the company to be
held in calendar year 2022. They have confirmed that they are not disqualified from
continuing as the auditors of the Company. The Auditors have submitted their Report on the
financial statements of the Company for the year ended 31st March, 2019. The Auditors'
qualifications on non-compliances on various provisions of the Companies Act, 2013,
Listing Regulations and other laws applicable to the Company are given in Auditors'
Report. The clarifications of the Board on the said qualifications are in the Annexure
1 attached to this Report.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company
had appointed A. G. G. & Associates, Practicing Company Secretaries to undertake the
Secretarial Audit of the Company for the year ended 31st March, 2019. The Secretarial
Audit Report is annexed as Annexure 2. The Secretarial Audit Report contains
observations/qualifications on non-compliances under the provisions of the Companies Act,
2013 and Listing Regulations. The Board has submitted its replies on the observations/
qualifications in the Annexure 1 attached to this Report.
Secretarial Standards
The Company complies with all applicable mandatory Secretarial Standards issued by the
Institute of Company Secretaries of India.
Suspension from trading / Compliance of Regulation 31(2) of SEBI LODR Regulations /
Clause 40A of erstwhile Listing Agreement
The trading in shares of the company has been suspended since 25th February, 2015 on
account of non-compliance of erstwhile Listing Agreement & Listing Regulations. The
non-compliance was not intentional. There have been differences of opinion of few promoter
directors on the operation of the company and such differences of opinion could not be
settled/cured which led to non-compliances. However during the year under review, the
Company has complied with most of pending compliances and applied to Stock Exchange for
revocation of suspension of trading of shares in the company (‘revocation
application'). As on date of this report, the revocation application is being evaluated by
the Stock Exchange and further order/advise in this regard is awaited.
Particulars of Loans, Guarantees and Investments
During the financial year under review, the company has not granted any loans and
advances to related parties. The investments made by the company are given in the Note No.
6 to the Financial Statements.
Financial Performance/Financial Position of Subsidiaries / Associate Companies / Joint
Ventures
There are no Subsidiary Companies/Associate Companies/ Joint venture associated with
the Company.
Change in the Nature of Business:
No changes occurred in the nature of business during the financial year under review.
Board Evaluation
The annual evaluation of the Board of Directors, individual directors and Committees
was conducted as per the provisions of the Companies Act and Listing Regulations. The
Board evaluated its own performance and that of its Committees and individual directors
based on assessment of a structured questionnaire (covering various aspects of the Board's
functioning, board culture, effective participation, contribution to the Board
proceedings, etc.) furnished by each director / member-director of various committees in
respect of their self assessment as well as the assessment of the Board/Committees
followed by the discussions with the directors/ members of the Committees. The entire
Board, excluding the Director being evaluated, evaluated the performance of each
Independent Director. The process of review of Non-Independent Directors, Chairman and the
Board as a whole and also its Committees were undertaken in a separate meeting of
Independent Directors. The Independent Directors' meeting also assessed the quality,
quantity and timeliness of information required for the Board to perform its duties
properly.
Policy on Directors' Appointment and Policy on Remuneration
Pursuant to Section 134(3)(e) and Section 178(3) of the Companies Act, 2013, the Policy
on appointment of Board members including criteria for determining qualifications,positive
attributes, independence of a Director and the policy on remuneration of Directors, Key
Managerial Personnel and other employees is given in Annexure 3 and also uploaded
in the website of the Company at www.hotelclarks.com and its web-link is
https://www.hotelclarks.com/investor-relations/investor-relations.html.
Material changes and Commitments affecting the financial position of the company
There were no material changes and commitments, if any, affecting the financial
position of the company which have occurred between the end of the financial year of the
company to which the financial statements relate and the date of the report
Conservation of Energy, Technology Absorption and Foreign Earnings and Outgo
Your company monitors the systems and methods devised in the context of energy
conservation on an ongoing basis. The details, as per section 134(3)(m) of the Companies
Act, 2013 and Rule 8 of Companies (Accounts) Rules, 2014, have been specified inAnnexure
4.
Whistle Blower/Vigil Mechanism Policy
In line with the provisions of Section 177 (9) of the Act and Regulation 22 of the SEBI
Listing Regulations, your company has adopted a policy on Vigil Mechanism / Whistle Blower
Policy which provides the Directors and employees of the company to report actual or
suspected fraud or violation of your Company's Code of Conduct. The policy provides for
adequate safeguards against victimization of directors and employees availing this
mechanism and also provides them access to the Chairman of Audit Committee of the Company.
The Whistle Blower Policy/Vigil Mechanism is available at company's website at
www.hotelclarks.com and its web-link is
https://www.hotelclarks.com/investor-relations/investor-relations.html.
Meetings of the Board
Five meetings of the Board were held during the year under review. For further details,
please refer to Corporate Governance Report being part of this report.
Audit Committee
The Audit Committee of the Company during the period under review comprised of Justice
Mr. B. P. Singh (Retd.) Chairman, Mr. Arvind Kumar & Mr. Shafi
Alam as members. The details role & responsibilities, number of meeting, etc. of
the Audit Committee are provided in the Report on Corporate Governance being part of this
report.
Nomination & Remuneration Committee, Stakeholders' Relationship Committee
The details on composition, meetings, etc of Nomination & Remuneration Committee
and Stakeholders' Relationship Committee have been given in Corporate Governance Report,
being part of this report.
Corporate Social Responsibility
The details on the composition, role & responsibilities of the Corporate Social
Responsibility (CSR) Committee are provided in the Report on Corporate Governance being
part of this report. The brief outline of the CSR Policy of your Company and the
initiatives undertaken by your Company on CSR activities during the year are set out in
the Annual Report on CSR activities marked as "Annexure 5" of this
report. The details on CSR Funds, activities and expenditure are given in Annexure 5. The
CSR policy is available on the website of the Company www.hotelclarks.com.
Particulars of Employees and Related Disclosures
The table containing the names and other Particulars of employees of the Company in
accordance with the provisions of Section 197(12) of the Companies Act, 2013 read with
Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 is appended as Annexure 6 of the Board's report.
The Company did not employ any such person whose particulars are required to be given
under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, as amended from time to time.
Risk Management
Risk is an integral and unavoidable component of business and your company is committed
to managing the risk in a proactive and effective manner. In today's challenging and
competitive environment, strategies for mitigating inherent risks in accomplishing the
growth plans of the Company are imperative. The common risks inter alia are: Regulations,
competition, business risk, technology obsolescence, investments, retention of talent and
expansion of facilities.
Business risk, inter-alia, further includes financial risk, political risk, legal risk.
The company has formulated a Policy on Risk Management for identification, evaluation,
monitoring and minimization of identifiable risks and to ensure business growth with
financial stability of the Company. The Audit Committee discusses on these matters at
frequent intervals and issue necessary guidance.
Contracts and Arrangements with Related Parties
There have been transactions entered into by the Company with related parties during
the year under review. The related party transactions have been mentioned at the Notes No.
30 and 42 (c) of the Notes on Financial Statements. Since the related party transactions
are inter alia part of a legal case pending before the National Company Law Tribunal
("NCLT"), the Board was of the opinion that any decision of the Board on the
related party transactions may be contrary to the decision of the NCLT which may not be
executable later. Accordingly, the Board has deferred its decision on approving related
party transactions till the final decision of NCLT. Hence, the disclosures of particulars
of contracts/arrangements entered into by the company with related parties & being
part of the pending legal case have not been disclosed in the Form prescribed under the
Act.
Extract of Annual Return
The extract of annual return in form MGT-9 as per Sec-92(3) and Rule-12(1) of the
Companies Management and Administrative Rule 2014 of the Company is enclosed herewith as Annexure
7 and is also available at the web-link is
https://www.hotelclarks.com/investor-relations/investor-relations.html.
Management Discussion & Analysis and Corporate Governance
The Reports on the Management Discussion & Analysis and Corporate Governance as
required under Listing Regulations form an integral part of this report and are set out in
Annexure 8 and 9 respectively to this Annual Report.
A certificate from the Company Secretary in Practice, certifying compliance of
conditions of Corporate Governance as stipulated in the Listing Regulations, is annexed
with the report on Corporate Governance.
The Company has received a certificate from a Company Secretary in Practice certifying
to the Board that none of the directors on the Board of Directors of the Company have been
debarred or disqualified from being appointed or continuing as directors of other
statutory authority is required.
Prevention of Sexual Harassment
The Company has adopted a policy on prevention of sexual harassment under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the
rules framed thereunder. Internal Committee have been constituted in accordance with the
provisions of the said Act to redress complaints. During the year, no case of sexual
harassment was reported by any female.
Other Disclosures i. There was no change in Authorised Share Capital of the company
during the year under review. ii. The Company has not accepted any deposits during the
Financial Year under review. iii. The Company has not bought back any of its securities
during the year under review. iv. The Company has not issued any Sweat Equity Shares
during the year under review. v. No Bonus Shares were issued during the year under review.
vi. The Company has not provided any Stock Option Scheme to the employees during the year
under review. vii. The company did not issue equity shares with differential rights as to
dividend, voting or otherwise. viii. The Auditors have not reported any fraud during the
year under review; ix. As the company has no holding or subsidiary company, the
information relating to receiving remuneration or commission from holding company or
subsidiary company by the Jt. Managing Directors has not arisen. x. No significant and
material orders were passed by the regulators during the period under review. xi. The
unclaimed/unpaid dividend amount to be transferred to the ‘Investor Education and
Protection Fund' account for the financial year 2011-12 is Rs. 281930/- and corresponding
shares are 4251.
Acknowledgement
The Board expresses its sincere appreciation to bankers, business associates,
consultants, and various Government Authorities for their continued support extended to
your company during the year under review. Your Directors also acknowledge gratefully the
shareholders for their support and confidence reposed on your Company.
For and on behalf of Board for U. P. Hotels Limited
| Bisheshwar Prasad Singh |
Apurv Kumar |
Rupak Gupta |
| (Non-Executive Chairman- |
(Jt. Managing Director & |
(Jt. Managing Director & |
| Independent Director) |
CFO) |
CFO) |
| DIN: 06949954 |
DIN: 00043538 |
DIN: 00007310 |
| ADD: House No. 7, |
ADD: 28 Shree Vihar |
ADD: 35-A, Friends |
| Second Floor, |
Colony, Near Hotel |
Colony, (East) |
| Block- A, Neeti Bagh |
Clark Amer, J L Nehru |
New Delhi- 110065 |
| New Delhi-110016 |
Marg, Jaipur- 302018 |
|
| Date: 02.08.2019 |
|
|
| Place: New Delhi |
|
|
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