reliable ventures india ltd Directors report

FOR THE FINANCIAL YEAR ENDED 31st March,2022

Your directors have pleasure in presenting to you their Thirtieth (30th) Annual Report together with the audited statement of accounts of the company for the12 months ‘period ended 31st March2023

FTNANCTALPERFORMANCE:

A summary of the audited financial results for the financial year is brought out here under:

PROFIT AND LOSS ACCOUNT

Operating Years	2022-23	2021-22
Income:
Revenue from operation	621.54	1825.18
Other Income	20.77	18.74
Total Income	642.31	1843.92
Expenses
Operating expenses before depreciation	659.72	1378.82
Depreciation,	90.04	98.64
Total Expenses	749.76	1477.46
Profit before comprehensive income	-107.44	366.46
Less: provision for tax/adju of tax for earlier years	-6.28	152.88
Profit (loss) before exceptional item and tax	-113.72	213.58
Add: other comprehensive income	55.55	30.46
Total comprehensive income for the period	-58.17	244.04
Total equity share capital	1101.29	1101.29
Earnings per Share of Rs.10/-each	-1.03	1.94

BALANCESHEET

Description	2022-23	2021-22
Total Non-current Assets	2034.82	2049.21
Net current assets	1254.83	1307.63
Capital Employed	3289.65	3356.84
Represented by:
Share capital	1101.29	1101.29
Reserve & Surplus	2054.62	2112.79
Deferred tax liability	108.44	102.16
Loans/borrowings	25.30	40.60
Capital employed	3289.65	3356.84

REVIEW OF OPERATING RESULTS:

Your company belongs to the category of Hospitality/ Hotel Industry and was operating on the leased hold land. The lease deed has expired in July, 2022 and there for the hotel remained functional only for part of the financial year under report. The operations of the hotel were as under:

1. Total overall revenue generated was Rs.. 642.31 lacs

2. The room occupancy remained worth Rs.. 178.25 lacs.

3. Food and beverage income earned was Rs. 410.17 lacs.

The Management is in consultation with some Adversary Services trying to set up new business avenues

The Management Discussion and Analysis forms a part of this report and covers amongst other matters, the performance of the Company during the Financial Year 2022-23 as well as the future outlook.

DIVIDEND:

Keeping in view the aforesaid performance of the unit, your directors did not find it worthwhile to declare any dividend for this year too.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the internal financial controls and compliance systems established and maintained by the Company, the work performed by the Board committees, the Board is of the opinion that the Companys internal financial controls were adequate and effective during the financial year under report. Accordingly, in term of provisions contained under Section 134(3) (c) and 134(5) of the Companies Act, 2013, the Board of Directors to the best of their knowledge and ability, confirm that:-

a) in preparing the Annual Accounts, applicable accounting standards have been followed and there are no material departures;

b) the Directors have selected accounting policies, applied them consistently and made judgments and estimates that are reasonable and prudent 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 of the Company for the year;

c) the Directors have taken proper and sufficient care in maintaining adequate accounting records in accordance with provisions of the 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 of the Company on a "going concern "basis;

e) the Directors have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and were operating effectively; and

f) The Directors have devised proper systems to ensure proper compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE REPORT

The Company is committed to the high standards of corporate ethics, professionalism and transparency. Exactly half of the Board of the Company is comprised of independent Directors. The Company is in compliance with the governance requirements provided under the Companies Act, 2013 and listing regulations. The company has in place all the Committees required under the applicable law.

As required by Regulations of the Listing Regulations, A report on the Corporate Governance for the financial year2022-23alongwith certificate of Auditors on Corporate Governance is annexed farming part of this report.

COMPLIANCE UNDER COMPANIES ACT, 2013.

Pursuant to section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014, your Company has complied with the requirements and the details of the compliances under the Act are enumerated below:

NOS OF MEETING OF THE BOARD:

During the financial year under report, your Board of Directors met for five (5) times without allowing a gap of 120 days between any two such meetings. The details of which can be seen in the annexed Corporate Governance Report.

SHARECAPITAL

During the period under report the authorized equity share capital was 2500 Lacs divided into 250 lacs equity shares ofRs.10/-each and issued and paid up share capital was Rs. 1101.29lacs. as tabulated hereunder:

Category f shareholders	No.of shares held	%age to total share capital	No. of holders
Promoters, friends, relatives and persons concert	5830215	52.94	15
Non-resident Indians	1001157	9.09	44
Indian general public	4181528	37.97	3141
Total	11012900	100.00	3200

LISTING:

The equity shares of the company are listed on Bombay Stock Exchange Limited (BSE) and its security code is 532124andthecompanyhas paid the prescribed listing fee to the BSE.

BOARDOF DIRECTORS:

(a) Constitution

In the matter of constitution of the Board of Directors, the provisions contained under the section149 and section 152 of the Companies Act, 2013, have been observed. Other details of Board of Directors can be seen in the Corporate Governance part to this report

The Board of Directors of the Company comprised of a total 5 (five) directors and ratio of category of non- executive independent and executive director has been 60:40

(b) Retirement by rotation:

Ms. Sanober Bano, Director, retires by rotation at the forthcoming Annual General Meeting and being eligible, offer sherself for her re-appointment. The Board of Directors recommend re-appointment of Ms. SanoberBano, as a Director on the Board.

In term of Section 149(7) of the Companies Act, 2013, all the three independent Directors of the Company have given requisite declarations that they continue to meet the criteria of independence and your board is also of the opinion that all of them meet the independence criteria.

Other details about the Board can be seen in the Corporate Governance Report that forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)COMMITTEE:

Although your company does not satisfy the criteria of net worth and turnover required for attracting the provisions of corporate responsibility contained under Section 135, of the Companies Act, 2013, and, therefore, it need not to go for constitution of committee for Corporate Social Responsibilities and fulfill other requirements of the law on the subject, it still recognizes the need to minimize the impact of operation of its only hotel unit on environment. The hotel unit of the Company maintains large gardens in -and -around all its properties. The Company has made substantial investmentforimprovingenergyefficiencies and freshwatermanagement initsonlyhotel property.

AUDIT COMMITTEE

Interms of Section 177 of the Companies Act,2013, your Company has an Audit Committee constituted of the following Directors:

(a) Mr .Ranjay K.Dawar, Non-executive Independent Director-Chairman

(b) Mr.PanchenaGopinath,Non-executiveIndependent Director,Member

(c) Mr.Siva Ramakrishna GuntupalliRamakrishna ,Non-ExecutiveIndependentDirector.

All the members of the committee arefinancially literate within the meaning of explanation under regulation18(1)(c) of SEBI(Listing Obligations and Disclosure Requirements) Regulations,2015 ("Listing Regulations") other details can be seen in the report on corporate governance

CONSERVATIONOF ENERGY:

Although the operations of the company do not involve any manufacturing and processing activities and the provisions contained under Section 134 dealing with conservation of energy are not squarely applicable to it, being conscious of conservation of energy, the company has taken following steps in conservation of electric energy:

1. Installation of LED lights in lobby, public areas and corridors in placeof CFL lights.

2. Improvingpowerfactorandreducinglinelosses byinstallingsuitable capacitor

FOREIGN EXCHANGE EARNING:

During the financial year 2022-23 and like last year, the company could not earn any foreign exchange gain at all. AUDITORS:

At the 28th Annual General Meeting of the Compnay held on 29th day of Sept. 2021, M/s. Parekh Shah &Lodha, a Mumbai base firm of Chartered Accountants holding firm registration No. 10748W had been re-appointed as statutory auditors of the Company for a period of 5 years to hold the office as such till conclusion of the 32 AGM of the Company .Accordingly the said firm continues to hold the office as such.

SECRETARIALAUDIT:

Secretarial Audit of listed Share Capital:

Pursuant to provisions under Section 204 (1) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules,2014,the Board of Directors of the Company hadappointed M/s.Baldev Dudea & Associates, Company Secretaries, to undertake the Secretarial Audit of the Company for the financial yearended March 31, 2023. The secretarial audit report submitted by the auditors does not contain any qualification,reservation or adverse remarks.

The said secretarial Auditors also carried out the job of reconciling the total admitted capital with NSDL and CDSL and the total issued and listed capital. The said audit confirms that the total issued/paidup capital tallies with the total number of shares in physical form and the total number of dematerialized shares held with NSDL and CDSL

As of the end of March 31, 2023, shares comprising approximately 9324000 being 84.66% of the Companys Equity Share Capital have been dematerialized

The Secretarial Audit Reportis attached as Annexure-A to this report.

RELATED PARTY TRANSACTIONS:

No material contract has been entered into by the Company with related parties and none of the contract or transactions with related parties fall within the purview of section188(1) of the Act and therefore notransactions are reported in form no.AOC-2 interm of Section 134of the Act read withRule 8 of the Companies (Accounts) Rules 2014.

Other transactions with related parties are entered into an arms length basis details of which are set out Under NoteNo28 tostandalonefinancialstatements.

EXTRACT OF ANNUAL RETURN

Pursuant to the Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management andAdministration) Rules 2014, the extract of annual return in prescribed form MGT-9 is annexed as Annexure-B to thisreport.

DEPOSITS:

During the period under report, the Company did not accept any deposits from public.

VIGILMECHANISM

In Accordance With the section177(9) of the Companies Act 2013 and rules framed there-under read with Regulations 22 of the Listing Regulations, the Company has a Whistleblower Policy for its directors and employees to report concern about unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. The policy provides for protected disclosures that can be made by a whistle blower to the Chairperson of audit committee. The policy isaccessibleonthewebsite of the hotel undertaking www.noorussabahpalace.co.in.During the financial year under report no complain under mechanism is received.

BOARD MEETINGS

During the financial year 2021-22 the Board of Directors met for 5 Times without allowing a period of 120 daysbetween the two consecutive meetings, the details of which can be seen under the head of "Corporate Governance" ofthereport.

SUBSIDIARYCOMPANIES:

The Company does not have any subsidiary and associates and therefore it has nothing to reportin respect thereof

HOLDING COMPANY:

Reliable Ventures India Limited is its ultimate holding company.

KEY MANAGERIAL PERSONNEL

The Key Managerial Personnel(KMP) in the Company as per Section 2(51) and 203 ofthe Companies Act,2013are as follows:

1. Mr. Sikandar HafizKhan,Chairman andManagingDirector

2. Mr.SSRaghuwanshi,CompanySecretaryandcomplianceofficer.

PARTICULARS OF EMPLOYEES:

Disclosure under Section 197 read withrule 5(1)of the Companies Act,2013 read with Companies(Appointment and Remunerationof managerialPersonnel) Rules 2014,is given in the attached annexure"C" to this report

During the period under report,the Company does not have any employees on its roll that was employed throughout theyear and was in receipt of remuneration aggregating to Rs.1.02 croreslacs or more or was employed to part of the year andwas in receipt of remuneration aggregating to Rs. 8.50 lacs per month. Hence information under Section 197(12) of theAct, read with Rule 5(2) of the Companies (Appointment and Remuneration and Managerial Personnel) Rules 2014 isnil

PARTICULARS OF LOAN AND GUARANTEE

During the period under report,and till date the Company has not given any loans,guarantees and made investment.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATIONS

The Companys policy on directors appointment and remuneration and other matters provid ed under Section 178(3) oftheActhasbeen disclosedintheCorporateGovernance Reportthatforms partofthe DirectorsReport.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your company has an Internal Control System tailored to size and the nature of its operations aimed at providingreasonable assurance respecting recording and providing reliable financial and operational information, complying withapplicable laws, safeguarding assets from unauthorized use, executing transactions under proper authorization andcomplianceofinternalpolicies.

The system is manned by a full time accountant and IT experts. The Audit committee deliberates with the membersofthemanagement,andstatutoryauditorsofthecompanyastotheappropriatenessofthesystemlaydownandcarry out need-based review thereof to conform to the requirements of the Company satisfies itself of the adequacy andeffectiveness of the system .The Committee also keeps the board of directors informed accordingly., Your board is ofviewthecontrolsystemiseffective and optimum

RISK MANAGEMENT:

TheBoardoftheCompanyhasapprovedthe RiskManagementPolicyinitsmeetingheldon2ndFebruary,

2015 and also formed a Risk Management Committee (RMC) to implement and monitor the risk management plan fortheCompany.

BOARD EVALUATIONS

The performance of the Board as a whole, its independent, executive and none executive directors has been carried outin term and based on criteria specified in the formal Performance Evaluation policy approved by the Board. The detailsinthematterofevaluationcriteria,process etc.isgiveninthe CorporateGovernancepartofthis report.

Pursuant to the provisions of the Act and Regulation 17(10) of the Listing Regulations, a Board Evaluation Policy hasbeen put inplace.

A structured questionnaire covering various aspects of the Boards functioning, Board culture, performance of specificduties by Directors and contribution to the Board proceedings was circulated to the members of the Board... Based on the responses received,the Board as a whole,the Committees,the Chair person and individual Directors were separately evaluated in the separate meeting of the Independent Directors and at theMeeting of the Board of Directors.

The process of review of Non-Independent Directors and the Board as a whole and also its committees were undertakenin a separate meeting of Independent Directors without the attendance of Non- Independent Directors and members ofthemanagement.

At the meeting, the performance of the Chairman of the Company was reviewed taking into account the views of the Executive Directors,Non-executive Directors and Independent Directors. The meeting also assessed thequality,quantity and timeliness of the flow of information required for the Board to perform its duties properly. The entire Board of Directors, excluding the Director being evaluated,e valuated the performance of each Independent Director.TheDirectorshaveexpressed theirsatisfaction withthe evaluation process.

DETAILS OF MATERIAL ORDERS ETC.IN TERMS OF SECTION 134(q) READ WITH COMPANIES (ACCOUNTS) RULES, 2014.

During the financial year under report, there are no significant or material orders passed by regulator, court or tribunalimpactingthegoingconcern statusoftheCompanyorits future operations.

INTERNAL COMPLAINTS COMMITTEE;

The company has an internal complaint committee under the Sexual Harassment of Women At Work place (Prevention, Prohibition and Redressal) Act, 2013 for prevention and redressal of complaints of sexual harassment and for matters concerned, connected or incidental thereto.

During the financial year under report, the company did not receive any complaint at all from any person connected to the Company.

ACKNOWLEDGEMENT

The Board takes this opportunity to thank all employees for their commitment, dedication and co-operation

By order of the Board

SD/-

SIKANDAR HAFIZKHAN

Chairman & Mg. Director

Bhopal: 14-08-2023