To The Members,
CKP LEISURE LIMITED
Your Directors have pleasure in presenting the SIXTH ANNUAL REPORT of the
Company together with the Audited Financial Statement(s) of the Company for the year ended
March 31, 2019.
1. Financial Results:
| Particulars |
2018-19 |
2017-18 |
| Gross Income |
127.43 |
1004.76 |
| Deduction there from: |
|
|
| Purchase of stock in trade |
25.57 |
244.95 |
| Changes in inventories of Finished Goods, Work in progress and stock in trade |
90.05 |
-70.26 |
| Employee Benefit Expense |
54.06 |
109.49 |
| Finance Cost |
3.04 |
5.37 |
| Depreciation |
71.27 |
113.03 |
| Other Expenses |
147.59 |
461.58 |
| Total Expenditure |
391.56 |
864.15 |
| Profit before prior period adjustment |
(264.14) |
140.61 |
| Prior Period adjustment |
0.00 |
0.00 |
| Profit before taxation and exceptional items |
0.00 |
0.00 |
| Exceptional Item |
(348.78) |
0.00 |
| Profit before tax |
(612.92) |
140.61 |
| Less: |
|
|
| Current Tax |
0.00 |
-41.76 |
| Deferred Tax |
7.25 |
10.28 |
| Profit after tax |
(605.67) |
109.13 |
| Less: Minority Interest |
0.00 |
0.00 |
| Net Profit from continuing operation |
(605.67) |
109.13 |
| Profit/(Loss) from discontinuing operation |
0.00 |
0.00 |
| Net Surplus in the Statement of Profit and Loss. |
(605.67) |
109.13 |
| EPS |
-6.29 |
1.31 |
| Reserves excluding Revaluation reserve as per Balance Sheet |
484.58 |
1090.63 |
2. Financial Performance:
Sales and Other Income for the year ended March 31, 2019 amounted to Rs. 127.43 Lakhs
as against Rs. 1004.76 Lakhs in the previous Financial Year. Net Loss for the year under
review was Rs. 605.67 Lakhs as against the Rs. 109.13 Lakhs in the previous Financial
Year.
3. Change in the Nature of Business:
There is no change in the present nature of business of the Company.
4. Dividend:
The Board does not recommend any Dividend for the Financial Year 2018-19.
5. Transfer to Reserves:
The Company has not proposed any amount to be transferred to the reserves.
6. Extract of Annual Return:
In accordance with Section 92(3) and Section 134(3) (a) of the Companies Act, 2013, an
extract of annual return in the prescribed format is uploaded on companys website
www.ckpleisure.com
7. Number of Board Meetings:
The Board met Seven times during the financial year, the details of which are given in
the Corporate Governance Report that forms a part of this Annual Report.
8. Directors Responsibility Statement:
The Board of Directors of the Company confirms:
(I) that in the preparation of the annual accounts for the year ended 31st
March, 2019 the applicable Accounting Standards have been followed. (II) that the
Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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 of the Company for the year under review. (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 for the year ended 31st March, 2019
on a ‘going concern basis. (V) the directors have laid down internal financial
controls to be followed by the Company and that such internal financial controls are
adequate and are operating effectively. (vi) the directors have devised proper systems to
ensure compliance with the provisions of all applicable laws and such systems are adequate
and operating effectively.
9. A statement on declaration given by Independent Directors:
Your Company has received declaration from all the Independent Directors of your
Company, confirming that they meet the criteria of independence as prescribed in Section
149(6) of the Companies Act, 2013 and under Regulation 16(1)(b) of the Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 {SEBI (LODR) Regulations, 2015}.
10.Policy on Directors appointment and remuneration:
The Nomination and Remuneration Committee is entrusted with the responsibility of
identifying and ascertaining the integrity, qualification, expertise and experience of the
person for appointment as Director, KMP or at Senior Management level and recommending
their appointment for the consideration of the Board. The Company has drawn up Nomination
and Remuneration policy in line with the requirement of Section 178 of the Companies Act,
2013. The Policy inter alia provides that a person should possess adequate qualification,
expertise and experience for the position he / she is considered for appointment. The
Committee has discretion to decide whether qualification, expertise and experience
possessed by a person is sufficient / satisfactory for the concerned position. Details of
the policy are available on the Companys website www.ckpleisure.com
11.Vigil Mechanism / Whistle Blower Policy:
The Company has a Vigil Mechanism cum Whistle Blower Policy (‘Vigil Mechanism) in
place. The Vigil Mechanism is a system for providing a tool to the employees of the
Company to report violation of personnel policies of the Company, unethical behaviour,
suspected or actual fraud, violation of code of conduct. The Company is committed to
provide requisite safeguards for the protection of the persons who raise such concerns
from reprisals or victimization. The Policy provides for direct access to the Chairperson
of the Audit Committee in appropriate or exceptional cases. The Board of Directors affirm
and confirm that no employee of the Company has been denied access to the Committee.
Details of the Vigil Mechanism are available on the Companys website www.ckpleisure.com
12.Auditors a) Statutory Auditors:
At the 4th Annual General Meeting held on 11 September 2017, M/s R.T.Jain
& Co., Chartered Accountants, (Firm Registration No. 103961W) were appointed as
statutory auditors of the Company for a term of five consecutive years i.e. to hold office
till the conclusion of the Annual General Meeting to be held in the calendar year 2020.The
Companies amendment act, 2017 has waive-off the requirement of annual ratification. the
Company has received a certificate from the auditors to the effect that they are not
disqualified from continuing as Auditors of the Company pursuant to the Companies Act,
2013 and applicable statutory provision.
Explanations / Comments by the Board in the Auditors Report:
The Auditors have made certain comment in their Report concerning the financial
statements of the Company. The Management puts forth its explanations as below: With
reference to clause (vi) of the Annexure to the Independent Auditors Report on the
financial statements; the Auditors have made a remark that regarding delays in payment of
undisputed statutory dues including Provident Fund, Investor Education and Protection
Fund, Employees State Insurance, Income-tax,
Sales-tax, Service Tax, Goods and Service Tax, Custom Duty, Excise Duty, cess to the
extent applicable and any other statutory dues have generally been regularly deposited
with the appropriate authorities. outstanding statutory dues as on 31st of
March, 2019 for a period of more than six months from the date they became payable. Also
specified in note that The Company has transferred all the above mentioned liabilities
vide Slump Sale Agreement dated October 31, 2018 but still liabilities are pending. This
is due to liquidity Constraints. The Management is in discussion with purchaser regarding
the same and confident to meet its outstanding statutory liabilities very soon. b)
Secretarial Auditor and Secretarial Audit Report:
Mr. Nehil Dugar of M/s DNG & Associates, Practicing Company Secretaries, (CP No.
18952), Mumbai, was appointed to conduct the secretarial audit of the Company for the
financial year 2018-19, as required under Section 204 of the Companies Act, 2013 and Rules
thereunder. The secretarial audit report for the Financial Year 2018-19 is enclosed
herewith as Annexure VI to the Boards Report. There were no qualifications,
reservation, adverse remarks or disclaimer given by the Secretarial Auditor. The Board has
appointed Mr. Nehil Dugar of M/s DNG & Associates., Practicing Company Secretary,
Mumbai, as secretarial auditor of the Company for the Financial Year 2019-20. c)
Internal Auditor:
During the year under review, on the recommendation of the Audit Committee, the Board
of Directors appointed M/s. Ritesh Burad & Co., Chartered Accountants as the Internal
Auditors of the Company for the Financial Year 2017-18 & 2018-19 to conduct Internal
Audit of the functions and activities of the Company and submit their report to the Board
as required under Section 138 of the Companies Act, 2013 and applicable Rules and
provisions thereunder. Further, the Board of Directors has appointed M/s I. A. Kachwala
& Associate, Chartered accountants as the Internal Auditors of the Company for the
Financial Year 2019-2020 & 2020-21 as per provisions of Section 138 of Companies Act,
2013.
13. Particulars of Loans, Guarantees and Investments:
Particulars of Loans & Investment as required under Section 186 of the Companies
Act, 2013 read with the Companies (Meeting of Board and its Powers) Rules, 2014 are given
in Note no. 10 & 14 forming part of Financial Statements. There is no Guarantees given
during the year under review.
14.Particulars of contracts or arrangements with related parties:
The Company does have transactions with related party in terms of Section 188 of the
Companies Act, 2013. Hence, the disclosure required to be provided under Section 134(3)
(h) of the Companies Act, 2013, in Form AOC 2 is applicable is furnished as Annexure I
to this report.
The Disclosures as required under Accounting Standard 18 (AS-18) ‘Related Party
Disclosures notified under Rule 7 of the Companies (Accounts) Rules, 2014 have been
provided in Note No. 25 of the Notes forming part of the Financial Statements.
15.Material Changes and Commitments, if any, Affecting the Financial Position of the
Company: The Shareholders has approved the following resolutions in Extra Ordinary
General Meeting dated October 24, 2019: Sale of Substantial Undertaking (Club Sirkus)
under section 180(1)(a) of the Companies Act, 2013.
16.Disclosure of Particulars:
Informations as per the provisions of Section 134(3)(m) of the Companies Act, 2013
read with Rule 8(3) of the Companies (Accounts) Rules, 2014, relating to Conservation of
Energy, Technology Absorption, Foreign Exchange Earnings and Outgo is given in Annexure
III forming part of this Report.
17.Details of Committees of the Board:
At present, the Board has following three (3) Committees: Audit Committee Nomination
and Remuneration Committee Stakeholders Relationship Committee
The Composition of the Committees and relative compliances, are in line with the
applicable provisions of the Companies Act, 2013 read with the Rules and Listing
Regulations. Details of terms of reference of the Committees, Committees Membership and
attendance at meetings of the Committees are provided in the
Report on Corporate Governance.
18.Annual Evaluation of Board Performance:
Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the performance evaluation of the Chairman
and the Non Independent Directors was carried out by the Independent Directors in their
separate meeting who also reviewed the performance of the Board as whole. The Nomination
and Remuneration Committee has defined the evaluation criteria, procedure for the
performance evaluation of the Board of Directors. The Boards functioning was evaluated on
various aspects, including inter alia degree of fulfillment of key responsibilities, Board
Structure and Composition, effectiveness of Board process, information and functioning.
The Directors were evaluated on aspects such as attendance and contribution at Board /
Committee Meeting and guidance / support to the management outside Board / Committee
Meetings. In addition, the Chairman was also evaluated on Key aspects of his role,
including setting the strategic agenda of the Board, encouraging active engagement of all
Board Members. Evaluation of Independent Directors was done by the Entire board.
19.Directors or Key Managerial Personnel who were appointed or have resigned during the
year:
As per the relevant provisions of Companies Act, 2013 and SEBI (LODR) Regulations, 2015
the changes in Directors and Key Managerial Personnel are detailed as follows: Mr. Sagar
Karwa (DIN: 02708768) and Ms. Chandani Shah (DIN: 07570532) Independent Directors of the
Company tendered their resignation from the office of Independent Director w.e.f. October
04, 2018. Mr. Alay Waghani (DIN: 07554550) Whole Time Director of the Company tendered his
resignation from the office w.e.f. January 28, 2019. Mr. Chirag Sidhpura resigned as Chief
Financial Officer & Key Managerial Personnel w.e.f. March 11, 2019. The Board placed
on record its appreciation for the services rendered by them during his tenure with the
Company. Pursuant to recommendation of Nomination and Remuneration Committee and approval
of the Audit Committee and pursuant to the provisions of Section 203 of the Companies Act,
2013 read with relevant rules thereunder and in accordance with Articles of Association of
the Company and other applicable provisions of the Companies Act, 2013. 5th
Annual General Meeting held on September 29, 2018, Ms. Kruti Bhagat (DIN: 07771377) and
Mr. Abhishek Jain (DIN: 07899056) were appointed as independent Directors of the Company
with immediate effect. Extra Ordinary General Meeting held on March 7, 2019, Ms. Shradha
Dhanda (DIN: 07840687) was appointed as Whole Time Director of the Company. Mr. Akshay
Suresh Tambe was appointed as a Chief Financial Officer and Key Managerial Personnel
w.e.f. March 25, 2019. Mr. Chanakya Dhanda (DIN: 02709047) retires at the ensuing Annual
General Meeting and being eligible, seeks re-appointment. The Board has recommended his
appointment. The details of training and familiarization programme for Directors have been
provided on the website of your Company viz. www.ckpleisure.com
20.Subsidiary Companies and Joint Venture:
During the year, Company do not have any Subsidiary Companies or Joint Venture.
21.Deposits:
During the Period under review, your Company has not accepted any Public Deposits under
Chapter V of the Companies Act, 2013.
22.Disclosures Relating to Remuneration of Directors, Key Managerial Personnel and
Particulars of Employees: The information required under Section 197 of the Companies
Act, 2013 read with Rule 5(1) Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 in respect of Directors/ Employees of your Company is appended in
Annexure II forming part of this Report. In accordance with provisions of Section 197
of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are set out in the annexure to this
report. In terms of provisions of Section 136(1) of the Companies Act, 2013 this report is
being sent to the members without this annexure. Members interested in obtaining copy of
the annexure may write to the Company Secretary and the same will be furnished on request.
The said information is available also for inspection at the registered office of the
Company during working hours.
23.Corporate Governance:
Pursuant to Regulation 34 (3) read with Schedule V of the Securities and Exchange Board
of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, Corporate
Governance report is given in Annexure IV to this Report.
24.Management Discussion and Analysis Report:
A report in the form of Management Discussion and Analysis Report is annexed hereto as Annexure
V and forms part of this Report
25.Disclosure under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013:
The Company has formulated an Internal Complaints Committee on prevention, prohibition
and redressal of sexual harassment at workplace in line with the provisions of The Sexual
Harrasment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013. There
were no cases/complaints pertaining to sexual harassment reported during the year under
review.
26.Details of significant and Material orders passed by the regulators or Courts or
tribunals impacting the going concern status and Companys operations in future:
During the year under review, there were no significant or material orders passed by
the regulators or courts or tribunals impacting the going concern status and Companys
operations in future.
27.Adequacy of Internal Financial Controls with reference to the Financial Statements:
There are internal financial controls in place with reference to the financial
statements. During the year under review, these controls were evaluated and no significant
weakness was identified either in the design or operation of the controls.
28.Secretarial Standards:
The Company has complied with the Secretarial Standards as applicable to the Company
pursuant to the provisions of the Companies Act, 2013.
29.Acknowledgement:
The Board of Directors expresses their deep gratitude for the co-operation and support
extended to the Company by its Members, Customers, Suppliers, Bankers and various
Government agencies.
| For and on behalf of the Board |
|
| CKP LEISURE LIMITED |
|
| Chanakya Dhanda |
Shradha Dhanda |
| Chairman & Director |
Whole Time Director |
| (DIN: 02709047) |
(DIN: 07840687) |
| Date: August 27, 2019 |
|
| Place: Mumbai |
|
+91-9892691696
