kdj holidayscapes resorts ltd Directors report

The Members,

Your Directors are pleased to present the Twenty Fourth Annual Report of the Company, both on Standalone and Consolidated basis together with the Audited Financial Statements for the F.Y. ended 31^stMarch, 2017.

1. FINANCIAL RESULTS
				(Amount in )
Particulars	2016-17	2015-16	2016-17	2015-16
	Consolidated		Standalone
Operational and other Income	3,239,642	6,905,507	3,204,633	6,314,886
Profit/((Loss) before Tax	(33,319,197)	(50,757,287)	(12,525,800)	(19,717,888)
Less: Tax expenses (includes provision for deferred tax asset/liability)	(6,828,837)	(8,06,167)	(1,849,485)	(92,054)
Profit/(Loss) after Tax	(26,490,360)	(49,951,120)	(10,676,315)	(19,625,834)

The Consolidated Statements provide the results of KDJ Holidayscapes and Resorts Limited together with

its subsidiaries.

2. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 (hereinafter referred to as "the Act") forms an integral part of this Report as "Annexure A".

3. MEETINGS OF THE BOARD

During FY 2016-17, 6 (Six) Board Meetings were held by the Company on 04^th April, 2016, 13^thJune, 2016; 6^th October, 2016; 24^th October, 2016; 14^th November, 2016 and 14^th February, 2017. The intervening gap between the meetings was as prescribed under the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The number of Committee Meetings held during the FY 2016-17 forms part of the Corporate Governance Report.

4. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to provisions contained in Section 134(3)(c) & 134(5) of the Companies Act, 2013, your Directors confirm that:

(a) In the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) Such accounting policies as mentioned in Notes to the Financial Statements have been selected and applied consistently and judgments have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at 31^st March, 2017 and of the Loss of the company for the year ended on that date;

(c) Proper and sufficient care has been taken 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) The annual financial statements have been prepared on a going concern basis;

(e) Proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

(f) Systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

5. DIRECTORS

In accordance with the provisions of Section 152 of the Act, and that of Articles of Association of the Company, Mr. Surendra Kedia (DIN: 00116205), Director of the Company retires by rotation at ensuing Annual General Meeting of the Company and being eligible, has offered himself for re-appointment.

The Company has received declaration from the Independent Director confirming that she meets with the criteria of independence as laid down under Section 149 (6) of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.

As stipulated under the Regulation 36(3) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, brief resume of the Director proposed to be re-appointed is given in the Notice convening Twenty Fourth Annual General Meeting.

6. NOMINATION AND REMUNERATION POLICY

Pursuant to Provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and on the recommendation of the Nomination & Remuneration committee the Board has adopted policy for selection and appointment of Directors, Senior Management and their remuneration. The details of Remuneration Policy is stated in the Corporate Governance Report.

7. AUDITORS

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and the rules framed thereunder, M/s. ASL & Co., Chartered Accountants, Mumbai (FRN 101921W), Statutory Auditors of the Company retire at the conclusion of ensuing Annual General Meeting and offer themselves for reappointment.

The Company has also received letter from M/s. ASL & Co., Chartered Accountants, Mumbai (FRN 101921W) to the effect that they are willing to continue as Statutory Auditors and their re-appointment if made would be within the limits prescribed under Section 139 and 142 of the Companies Act, 2013. Audit Committee and the Board of Directors recommends reappointment of M/s. ASL & Co., Chartered Accountants as Statutory Auditors of the Company for the FY 2017-18, who shall hold office from conclusion of the Annual General Meeting of the Company to be held in the FY 2018-19.

8. MANAGEMENT REPLY TO THE REMARKS IN STATUTORY AUDITORS REPORT

The Board of Directors have examined the Auditors Report and in response to the remarks made by Auditor, the responses are given below:

No.	Auditors Remark/ Observation Basis for Qualified Opinion (Standalone)		Management Reply
1.	Note No. 1(J) regarding non-provision of gratuity and leave encashment as required by Accounting Standard 15 (AS 15) relating to Employees Benefits. We are unable to comment upon the resultant effect on Liabilities and Profit of the year as the amount of such benefit is presently not ascertainable;		With reference to the observations made by the Auditors in their Report, regarding Non-Provision of Gratuity, Directors wish to state that the Company is required to make Provision of Gratuity based on Actuarial Valuation. This exercise is very complicated and also the Company could not find a suitable person for making actuarial valuation at reasonable cost. Therefore, no provision has been made.
2.	Note No. 29, regarding accounting of Deferred Revenue expenses, which is not in accordance with Accounting Standard - 26 "Intangible Assets" notified under the Act. Due to this Loss for the year is higher by 762,236/-, with consequential effect on Reserves & Surplus; the Other Non-Current Assets are higher by 3,048,943 /-; the Other Current Assets are higher by 762,236/-;		During the financial year ended 31^st March 2012 the Company has incurred certain expenses amounting to 7,622,358 for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amortised over a period of 10 years. During the year, as per the accounting policy followed consistently, the Company has amortized 1/10th of the expense amounting to 762,236 and debited the same to the Profit and Loss Account of the current year. As on 31^st March 2017 unamortized portion of these expenses amounting to 4,573,415/- have been reflected as "Deferred revenue expenditure" in Note 12 & Note 17 of the financial statements.
3.	Note No. 33, regarding non-provision for diminution in the value of Investment in Subsidiaries, We are unable to comment upon the resultant effect on Assets and Profit for the year as the amount of such erosion in value is presently not ascertainable;		Based on the latest Financial Statements of the subsidiaries, the value of investments in Subsidiaries stands substantially eroded, actual amount of diminution in value is not ascertainable. The Board of Directors are of the opinion that these investments were made with long term perspective in mind and such diminution in value in value is of temporary nature hence no provision has been made for the possible losses on account of the same.
No.		Auditors Remark/ Observation Basis for Qualified Opinion (Standalone)	Management Reply
4.		Note No. 35 (i) regarding non provision of advances considered doubtful of recovery of 136,879,936/-. Due to this Loss for the year is lower, with consequential effect on Reserves & Surplus, and Long Term loans and advances are higher by 136,879,936/-; and also Note No. 35 (ii) regarding non accounting of interest accrued on such loans due to uncertainty of realisation, amount not ascertained;	The Board of Directors, of the company, believe these advances are recoverable in nature and therefore management has not made any provision of advances considered doubtful of recovery.
5.		Note No. 36, regarding non provision of trade receivables considered doubtful of recovery of 2,547,200/-, Due to this loss for the year is lower, with consequential effect on Reserves & Surplus, and Trade Receivables are higher by 2,547,200/-.	The Board of Directors, of the company, believe these trade receivables are recoverable in nature and therefore management has not made any provision of trade receivables considered doubtful of recovery.
Basis		for Qualified Opinion (Consolidated)
1.		Note No. 1(J) regarding non provision of gratuity and leave encashment as required by Accounting Standard 15 relating to Employees Benefits. We are unable to comment upon the resultant effect on the Liabilities and Profit for the year as the amount of such benefit is presently not ascertainable,	With reference to the observations made by the Auditors in their Report, regarding Non-Provision of Gratuity, Directors wish to state that the Company is required to make Provision of Gratuity based on Actuarial Valuation. This exercise is very complicated and also the Company could not find a suitable person for making actuarial valuation at reasonable cost. Therefore, no provision has been made.
2.		Note No. 31(a), regarding amortization of Deferred Revenue expenses by the Holding Company, which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this, the Loss for the year is higher by 762,236/-, the Other Non Current Assets are higher by 3,811,179/-; the Other Current Assets are higher by 762,236/-; with consequential effect on Reserves & Surplus,	During the financial year ended 31^st March 2012 the Holding Company has incurred certain expenses amounting to 7,622,358 for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amortised over a period of 10 years. During the year, as per the accounting policy followed consistently, the Company has amortized 1/10th of the expense amounting to 762,236 and debited the same to the Profit and Loss Account of the current year. As on 31^stMarch 2017 unamortised portion of these expenses amounting to 4,573,415/- have been reflected as "Deferred revenue expenditure" in Note 13 & Note 18 of the financial statements.
No.	Auditors Remark/ Observation Basis for Qualified Opinion (Consolidated)		Management Reply
3.	Note No. 31(b), regarding amortization of Deferred Revenue expenses, by a subsidiary company, which are not in accordance with Accounting Standard -26 "Intangible Assets" as notified under the Act. Due to this, the Loss for the year is higher by 2,496,302/-, the Other Current Assets are higher by 2,403,609/-, with consequential effect on Goodwill on Consolidation.		During the earlier years, one of the Subsidiaries of the Company, KDJ Hospitality Private Limited have incurred certain expenses amounting to 12,578,391/- for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amortised over a period of 5 years. During the year, as per the accounting policy followed consistently, the Company has amortized 1/5th of the expense amounting to 2,403,609 and debited the same to the Profit and Loss Account of the current year. Refer Note 18 of the financial statements.
4.	Note No. 32 (a), regarding amortization of, Pre-operative expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this, the Loss for the year is higher by 271,216/-; the Other Current Assets are higher by 138,485/- with consequential effect on Reserves & Surplus;		During the financial year ended 31^st March 2011 the Holding Company has incurred certain expenses amounting to 952,127/- for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amortised over a period of 5 years. During the year, as per the accounting policy followed consistently, the Company has amortized 1/5th of the expense amounting to 138,485/- and debited the same to the Profit and Loss Account of the current year. As on 31^st March 2017. Refer Note 23 of the financial statements.
5.	Note No. 32(b), regarding amortization of, Preoperative expenses, which are not in accordance with Accounting Standard - 26 "Intangible Assets" as notified under the Act. Due to this the Loss for the year is lower by 142,202,532/- with consequential effect on the value of Minority Interest; the Other Non-Current Assets are higher by 142,202,532/-.		During the earlier years, one of the Subsidiaries of the Company, have incurred certain expenses amounting to 142,202,532/- for which management was of the view that these expenses are for providing future economic benefit and accordingly these expenses have not been charged to the Profit and Loss Account and has been amortised over a period of 5 years. As on 31^st March 2017 unamortised portion of these expenses amounting to 142,202,532/- have been reflected as "Deferred revenue expenditure" in Note 13 of the financial statements.
No.		Auditors Remark/ Observation Basis for Qualified Opinion (Consolidated)	Management Reply
6.		Note No. 36 regarding non provision for diminution in the value of Investment in subsidiaries, we are unable to comment upon the resultant effect on the Consolidated Financial Statements as the amount of such erosion in value is presently not ascertainable,	Based on the latest Financial Statements of the subsidiaries, the value of investments in Subsidiaries stands substantially eroded, actual amount of diminution in value is not ascertainable. The Board of Directors, of the Holding company, are of the opinion that these investments were made with long term perspective in mind and such diminution in value in value is of temporary nature hence no provision has been made for the possible losses on account of the same.
7.		Note No. 39, regarding non provision of trade receivables considered doubtful of recovery of 2,547,200/-, Due to this Loss for the year is lower, with consequential effect on Reserves & Surplus, and Trade Receivables are higher by 2,547,200/-.	The Board of Directors, of the Company, believe these trade receivables are recoverable in nature and therefore management has not made any provision of trade receivables considered doubtful of recovery.

9. SECRETARIAL AUDITORS AND AUDIT REPORT:

Mrs. Priyanka Dhanuka, Practicing Company Secretary has been appointed as the Secretarial Auditor of the Company for Financial Year 2016-17 and has issued Secretarial Audit Report for the Financial Year 2016-17 pursuant to provisions of Section 204 of the Companies Act, 2013, read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is annexed as "Annexure B" and forms part of this Report.

The Board of Directors have examined the Secretarial Audit Report and in response to the remarks made by Secretarial Auditor, the responses are given below:

No.	Auditors Remark/Observation		Management Reply
1.	The composition of the Board and its Committees is not as required under the Listing Agreement entered with Stock Exchange/ Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015, as may be applicable		With reference to the observations made by the Secretarial Auditors in their Report, Directors wishes to state that the Company is looking out for a suitable candidate for the said posts and shall shortly fulfil the requirement.
2.	Company has not convened Meeting of its Independent Directors as required under Clause 49 of the Listing Agreement/ Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015, as may be applicable		With reference to the observations made by the Secretarial Auditors in their Report, Directors wishes to state that by virtue of point 1 above (reply given thereat).
No.	Auditors Remark/Observation		Management Reply
3.	None of the Independent Directors of the Company have been appointed on the Board of Subsidiary Companies		With reference to the observations made by the Secretarial Auditors in their Report, Directors wishes to state that the Company Shall shortly comply with the said requirement
4.	There being no Company Secretary in the Company, Compliance Officer is acting as the Secretary to the Audit Committee		With reference to the observations made by the Secretarial Auditors in their Report, Directors wishes to state that the Company Shall shortly comply with the said requirement
5.	The Website of the Company is not properly updated in Compliance with the Provisions of The Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015		With reference to the observations made by the Secretarial Auditors in their Report, Directors wishes to state that the Company Shall shortly comply with the said requirement
6.	Company has delayed in submission of quarterly and year to date standalone financial results for the quarter ended 31^st March, 2016 and 30^th June, 2016 as required under Regulation 33(3)(a) of Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015.		With reference to the observations made by the Secretarial Auditors in their Report, Directors wishes to state that due to system failure the relevant data was lost and therefore said submission was filed delayed.
7.	Company has delayed in submission of reconciliation of Share Capital Audit Report for the quarter ended 31^st March, 2016 and 30^th June, 2016 as required under Regulation 55A of the Securities and Exchange Board of India (Depositaries and Participants) (Second Amendment) Regulations, 2003.		With reference to the observations made by the Secretarial Auditors in their Report, Directors wishes to state that due to system failure the relevant data was lost and therefore said submission was filed delayed.
8.	Company has delayed in submission of Corporate Governance Report for the quarter ended 31^st March, 2016 and 30^th June, 2016 as required under Regulation 27(2) of the Securities and Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015.		With reference to the observations made by the Secretarial Auditors in their Report, Directors wishes to state that due to system failure the relevant data was lost and therefore said submission was filed delayed
9.	Company has delayed in Submission of Shareholding Pattern for the quarter ended 31^st March, 2016 and 30^th June, 2016 as required under Regulation 31 of the Securities and Exchange Board of India (Listing obligation and Disclosure Requirements) Regulations, 2015.		With reference to the observations made by the Secretarial Auditors in their Report, Directors wishes to state that due to system failure the relevant data was lost and therefore said submission was filed delayed
No.		Auditors Remark/Observation	Management Reply
10.		The company has not complied with the provisions of the Section 185 of the Act relating to the Loans to Directors etc;	With reference to the observations made by the Secretarial Auditors in their Report, Directors wishes to state that substantial amount of Loans are given to related concern only which include Loans to subsidiary Companies wholly owned subsidiary companies. These investment entities have not yet started commercial operations due to various reasons and therefore to meet regular working capital requirement loan was given by holding company.
11.		The Company has not complied with the provisions of Section 186 of the Act and has advanced interest free loans to the subsidiaries;
12.		The Company has not complied with the Accounting Standard 15 (AS-15) regarding non-provision of gratuity and leave encashment relating to Employee benefits;	With reference to the observations made by the Secretarial Auditors in their Report, regarding Non-Provision of Gratuity, Directors wish to state that the Company is required to make Provision of Gratuity based on Actuarial Valuation. This exercise is very complicated and also the Company could not find a suitable person for making actuarial valuation at reasonable cost. Therefore, no provision has been made.
13.		The Company has delayed in submission of Share Transfer Agent certificate for the quarter ended 31^st March, 2016 and 30^th June, 2016 as required under Regulation 7(3) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;	With reference to the observations made by the Secretarial Auditors in their Report, Directors wishes to state that due to system failure the relevant data was lost and therefore said submission was filed delayed
14.		The Company has delayed in Submission for Certificate from PCS on Transfer/ Transmission/ Transposition for the quarter ended 31^st March, 2016 and 30^th June, 2016 as required under Regulation 40(9) & (10) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;	With reference to the observations made by the Secretarial Auditors in their Report, Directors wishes to state that due to system failure the relevant data was lost and therefore said submission was filed delayed
15.		The Company has not appointed Internal Auditor as per Section 138 of the Companies Act, 2013	With reference to the observations made by the Secretarial Auditors in their Report, Directors wishes to state that the Company Shall shortly comply with the said requirement

10. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY UNDER SECTION 186

The details of Loan, Guarantees and Investments made by the Company under the provisions of Section 186 of the Companies Act, 2013 are provided in the notes to the Financial Statements.

11. RELATED PARTY TRANSACTION

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were on arms length basis and were in the ordinary course of business and on arms length basis. As provided under section 134(3)(h) of the Act and Rules made thereunder disclosure of particulars of material transactions with related parties entered into by the Company with related parties in the prescribed format annexed to this report as "Annexure C".

The details of the transaction with related parties are provided in the accompanying financial statements.

12. SUBSIDIARY

The Company has two subsidiaries i.e., KDJ Hospital Limited and KDJ Hospitality Private Limited.

During the year, the Board of Directors (the Board) reviewed the affairs of the subsidiary. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and its subsidiary, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in Form AOC-1 (Annexture D) forms part of the financial statement attached to this report. The statement also provides the details of performance, financial positions of each of the subsidiary.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiary, are available on website of www.holidayescapes.in . These documents will also be available for inspection during the business hours at the registered office of the Company.

The Companys policy on material subsidiary as approved by the Board is uploaded on the Companys website at "Investors" section.

13. FINANCIAL HIGHLIGHTS AND COMPANY AFFAIRS Consolidated Performance

Your Company has earned total revenue of INR 2,644,575/- in FY 2016-17 as compared to INR 5,712,219/- in FY 2015-16. The (Loss) after tax in FY 2016-17 is INR (26,490,360)/- as compared to INR (49,951,120) in FY 2015-16.

Standalone Performance

Your Company has earned Loss of INR (10,676,315)/- during the FY 2016-17 as against INR (19,625,834)/- in the FY 2015-16.

14. AMOUNT TRANSFERRED TO RESERVES

The Board of the Company does not propose to transfer any amount to the reserves for the FY 2016-17.

15. DIVIDEND

Since the Company has incurred loss, the Board of Directors of your Company does not recommend any Dividend for the FY 2016-17.

16. MATERIAL CHANGES

No material changes and commitments affecting the financial position of the Company occurred between the end of the period of the Company i.e. 31^st March, 2017 to which these financial statements relate and the date of this report.

17. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

There was no technology absorption and no foreign exchange earnings or outgo, during the year under review. Hence, the information as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is to be regarded as Nil.

The Company has not entered into any technology transfer agreement.

18. RISK MANAGEMENT POLICY

As part of good corporate governance the Company has adopted Risk Management Policy.

The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to Risk Management, in order to guide decisions on risk related issues.

The Board reviewed the risk trend, exposure and potential impact analysis carried out by the management. It was specifically confirmed to the Board by the MD that the mitigation plans are finalised and up to date, owners are identified and the progress of mitigation actions are monitored.

19. PREVENTION OF INSIDER TRADING:

As per the provisions of section 195 of the Companies Act, 2013 and SEBI (Prohibition of insider trading) Regulations, 2015 the Company has adopted a code of conduct for prevention of insider trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

20. POLICY ON SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

The Company has zero tolerance towards sexual harassment at the workplace and towards this end, has adopted a policy in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. All employees (permanent, contractual, temporary, trainees) are covered under the said policy. An Internal Complaints Committee has also been set up to redress complaints received on sexual harassment.

During the financial year under review, the Company has not received any complaints from any of the employees of the Company.

21. PERFORMANCE EVALUATION CRITERIA

Pursuant to the provisions of the Companies Act, 2013 and provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 and independence of judgment thereby safeguarding the interest of the Company. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Board also carried out annual performance evaluation of the working of its Audit, Nomination and Remuneration as well as Stakeholder Relationship Committee. The Directors expressed their satisfaction with the evaluation process.

22. SHARE CAPITAL

Authorised Capital of the Company 160,000,000/- divided into 80,000,000 Equity Shares of 2/- each. Issued, Subscribed and Paid-Up Equity Share Capital as on 31^st March, 2017 is 109,312,000/ divided into 54,656,000/- Equity Shares of 2 each.

During the year under review, the Company has not issued any shares with differential voting rights nor granted any stocks options or sweat equity. As on 31^st March, 2017 none of the Directors of the Company holds instrument convertible into equity shares of the Company.

23. CORPORATE GOVERNANCE

Pursuant to Regulations 34 read with schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 the following forms part of this Annual Report:

• Management Discussion and Analysis

• Report on Corporate Governance

• Practicing Company Secretary Certificate regarding compliance of conditions of Corporate Governance

24. COMMITTEES OF THE BOARD

There are currently Three Committees of the Board, as follows:

1. Audit Committee

2. Stakeholders Relationship Committee

3. Nomination & Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the Corporate Governance Report.

25. DIRECTORS AND KEY MANAGERIAL PERSONNEL APPOINTED OR RESIGNED DURING THE YEAR

During the period ended 31^st March, 2017 there has been no further change in the constitution of Board during the year under review.

26. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Companies Act, 2013, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

27. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

28. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour of the company has adopted a vigil mechanism policy. This policy can be viewed on the Companys website viz. www.holidayescapes.in in the "Investors" Section.

29. ACKNOWLEDGEMENT

Your Directors take this opportunity to express their grateful appreciation for the excellent assistance and co-operation received from all our Clients, Financial Institutions, Bankers, Business Associates and the Government and other regulatory authorities and thank all stakeholders for their valuable sustained support and encouragement towards the conduct of the proficient operation of the Company. Your Directors would like to place on record their gratitude to all the employees who have continued their support during the year.

	For and on behalf of the Board
	Sd/-
Place : Mumbai	Surendra Kedia
Date : 28^th August, 2017	(Chairman)
	DIN: 00116205

kdj holidayscapes resorts ltd Directors report

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