Howard Hotels Ltd Directors Report.
TO THE MEMBERS,
Your Directors are presenting the 30th (Thirtieth) Annual Report of the Company together with the Audited Accounts for the year ended 31st March 2019.
The Performance of the Company for the financial year ended 31st March 2019 is summarized below:
|(Rs. in Lakhs)|
|PARTICULARS||CURRENT YEAR (2018-19)||PREVIOUS YEAR (2017-18)|
|1. Total Income||1078.20||952.12|
|Less: i) Operating, Administrative & other Exp.||982.71||895.49|
|2. Earnings before interest and depreciation||95.49||56.63|
|Less: i) Interest||19.86||17.43|
|3. Profit before Tax||(1.17)||(31.14)|
|Less: provision for Tax|
|iii) Earlier year Tax||(0.16)||2.04|
|iv) MAT Credit||-||-|
|4. Profit after Tax||(0.36)||(6.03)|
|Add: Balance of Profit as per last Balance Sheet||282.05||307.23|
|Less: Adjustment of depreciation on account of change in estimated life of fixed assets.||-||-|
|Less: Other Comprehensive income for the year, net of tax||(12.31)||(19.15)|
|5. Balance available for appropriation||269.38||282.05|
During the year under review, the Company has total revenues of 1078.20 Lakhs as compared to 952.12 Lakhs during the previous year. The net loss for the year under review has been 12.67 Lakhs against loss of 25.18 Lakhs during the previous year. Your directors are continuously looking for avenues for future growth of the Company in Hotel Industry.
Due to loss during the period under review, no dividend has been recommended for the period under review.
The appropriations for the year are:
|(Rs. in Lakhs)|
|PARTICULARS||CURRENT YEAR (2018-19)||PREVIOUS YEAR (2017-18)|
|Securities Premium A/c as per last Balance Sheet||40.50||40.50|
|Addition during the year||-|
|Balance in P&L A/c as per last Balance Sheet||282.05||307.23|
|Addition during the year||(0.36)||(6.03)|
|Adjustment of depreciation on account of change in estimated life of fixed assets||-||
|Remeasurement of post-employment benefit obligations, net of tax||(12.31)||(19.15)|
|Total Reserve & Surplus (a+b)||309.88||322.55|
PAID UP CAPITAL
|PARTICULARS||As at March 31,2019||As at March 31,2018|
|(Rs. in Lakhs)||(Rs. in Lakhs)|
|1,00,00,000 Equity Shares of Rs. 10 each|
|Issued, Subscribed & fully paid up shares||911.32||911.32|
|91,13,200 Equity Shares of Rs. 10 each fully paid up|
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- III to the Boards 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 arms 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/reports/1434531522PolicyonMaterialityofRelatedPartyTransactionsandDealing.pdf
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
The details forming part of the extract of the Annual Return inform MGT-9, as required under Section 92 of the Companies Act, 2013, is annexed as Annexure - I and forms an integral part of this Report.
MEETINGS OF THE BOARD
During the financial year ended March 31, 2019, 09 (Nine) meetings of the Board were held, as follows:
|S. No.||Dates of Board Meeting||Board Strength||No. of directors present|
|02.||4th May, 2018||6||4|
|03.||29th May, 2018||6||4|
|04.||19th July, 2018||6||4|
|05.||30th July, 2018||7||5|
|06.||14th August, 2018||7||4|
|07.||14th November, 2018||6||4|
|08.||28th November 2018||6||3|
|09.||12th February, 2019||6||4|
*The maximum time gap between two meetings was not more than 120 days.
CODE OF CONDUCT
The Companys Code of Conduct, as adopted by the Board of Directors, is applicable to all Directors, Senior Management and Employees of the Company. The Code of Conduct of the Company covers substantial development, disclosure of material information, integrity of financial reporting, continuous improvement of the internal control system and sound investor relations. The same can be assessed at http://www.howardhotelsltd.com/reports/1434531313CodeofConduct.pdf POLICY ON DIRECTORS 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, 2019, 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 directors 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/reports/1434531471PolicyforSelectionofDirectorsandDeterminingIndependence.pdf
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
The board of directors has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 ("SEBI Listing Regulations").
The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.
The board and the nomination and remuneration committee reviewed the performance of the individual directors on the basis of the targets/criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.
In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
The Company has devised a policy for performance evaluation of Independent Directors, Board Committees and other Individual directors which includes criteria for evaluation of the non-executive directors which can be accessed at http://www.howardhotelsltd. com/reports/1434531471PolicyforSelectionofDirectorsandDeterminingIndependence.pdf and http://www.howardhotelsltd.com/report s/1435316045Nomination&RemunerationPolicy.pdf
DIRECTORS AND KEY MANAGERIAL PERSON
Pursuant to the provisions of section 149 of the Act, Mr. Rakesh Kumar Agarwal, Mr. Ravi Kant Bansal and Mrs. Alka Agarwal are NonExecutive Independent directors of the Company. They have submitted a declaration that each of them meets the criteria of independence as provided in section 149(6) of the Act and Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. There has been no change in the circumstances which may affect their status as independent director during the year.
In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Nirvikar Nath Mittal, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, have offered himself for reappointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the Annual General Meeting.
The Board of directors of the Company at its Meeting held on 02 August, 2019 on the recommendation of Nomination & Remuneration Committee has approved the re-appointment of Mr. Nirankar Nath Mittal as Chairman and Managing Director of the Company for a term of three years by passing special resolutions. Brief profile of Mr. Nirvikar Nath Mittal has been given in the Notice.
Further, the terms of Mr. Nirvikar Nath Mittal and Mr. Shrikant Mittal as a Whole time Director are upto 05th September, 2019 and 15th October, 2019 respectively. The Board of Directors on the recommendation of the Nomination and Remuneration Committee has reappointed Mr. Nirvikar Nath Mittal and Mr. Shrikant Mittal as Whole time Director of the Company for a period of three years with effect from 06th September, 2019 to 05th September, 2022 and 16th October, 2019 to 15th October, 2022 respectively, subject to the approval of members in forthcoming Annual General Meeting. The Company has received requisite notice in writing under section 160 of the Companies Act, 2013. Brief profile of Mr. Nirvikar Nath Mittal and Mr. Shrikant Mittal has been given in the Notice.
The Board of directors of the Company at its Meeting held on 29th May, 2019 approved the re-appointment of Mr. Rakesh Kumar Agarwal and Mr. Ravi Kant Bansal as Independent Directors of the Company, for a second term of 5 (five) consecutive years. Based on the Performance Evaluation of the Independent Directors, conducted by the entire Board (excluding Director being evaluated) on various parameters such as performance, leadership, ethics and integrity, Board engagement and time commitment, ability to take balanced decisions regarding stakeholders, background and experience and contributions made by them during their tenure, etc., it has recommended to re-appoint Mr. Rakesh Kumar Agarwal And Mr. Ravi Kant Bansal as Independent Directors for a second term of 5 (five) consecutive years on the Board of the Company. Brief profile of Mr. Rakesh Kumar Agarwal and Mr. Ravi Kant Bansal has been given in the Notice.
During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than the sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company. Pursuant to the provisions of section 203 of the Act, the key managerial personnel of the Company are -Mr. Nirankar Nath Mittal, Chairman & Managing Director, Mr. Nirvikar Nath Mittal, Wholetime Director, Mr. Shri Kant Mittal, Whole time Director & CFO, Ms. Ekta Jain, Company Secretary.
After the closure of financial year, Ms. Ekta Jain resigned from the post of Company Secretary w.e.f. 31st May, 2019, and in her place Ms. Disha Agarwal has been appointed as a Company Secretary of the Company w.e.f. 01st June, 2019.
The detail of no. of directorship of each director in other Public Company and membership & chairmanship in the Companys Committees and other Public Companys Committees are as under:
|Name of Director||Category||*No. of directorship in other public companies||
In committees of the Company
**In committees of other public companies
|Nirankar Nath Mittal||Executive Non- Independent||NIL||
|Nirvikar Nath Mittal||Executive Non- Independent||NIL||
|Shri Kant Mittal||Executive Non- Independent||NIL||
|Rakesh Kumar Agarwal||Independent, Non-Executive||NIL||2||1||NIL||NIL|
|Alka Agarwal||Independent, Non-Executive||NIL||
|Ravi Kant Bansal||Independent, Non-Executive||NIL||1||2||NIL||NIL|
*** The directorship held by directors do not include alternate directorship and directorship of foreign Companies, section 8 Companies & private limited Companies.
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, 2019 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.
POLICY ON SEXUAL HARASSMENT OF EMPLOYEES
The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of employees at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (India) and the Rules thereunder.
There is an Internal Complaints Mechanism where is any wrongful conduct as regards sexual harassment or any other discrimination can be reported. No complaints have been received on Sexual Harassment of employees in FY 2018-19. The policy can be assessed at http:// www.howardhotelsltd.com/reports/1434531591SexualHarrassmentPolicy.pdf
AUDITORS AND AUDITORS REPORT
M/s. BGG & Associates, Chartered Accountants (ICAI Firm Registration No. 016874N) were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 07th September, 2018, for a term of five consecutive years and to hold office till the conclusion of the 34th annual general meeting, to be held in the year 2023. The Auditors have confirmed that they are eligible and not disqualified to continue as statutory auditors.
In accordance with the Companies Amendment Act, 2017, enforced on 7th May, 2018 by the Ministry of Corporate Affairs, ratification by members every year for the appointment of the Statutory Auditors is no longer required and accordingly the Notice of forthcoming 30th Annual General Meeting does not include the proposal for seeking members approval for ratification of Statutory Auditors appointment.
There is no Audit qualification for the year under review.
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s Satyendra Sharma & Associates, a firm of Company Secretaries in Practice (C.P.No.4843) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report in Form MR-3 is annexed as Annexure-II and forms an integral part of this report.
There is no secretarial audit qualification for the year under review.
The Companys internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to CA Chirag Jain & Co, a reputed firm of Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same.
The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee.
There is neither any regulatory action initiated nor pending under SEBI regulations or Company Law during the financial year 2018-19. CASH FLOW ANALYSIS
The Cash Flow Statement for the year 2018-19 is annexed with the Annual Accounts of the Company.
EXPLANATIONS / COMMENTS BY BOARD OF DIRECTORS ON ADVERSE REMARK MADE BY AUDITOR
The report on qualifications, reservations or adverse remarks or disclaimers made by M/s. BGG & Associates, Chartered Accountants, Statutory Auditors, in their Audit report and by Mr. Satyendra Sharma, Company Secretary in Practice, in his Secretarial Audit Report are self-explanatory.
The Company has 3 Board Level Committees. All decisions and recommendations of the Committees are placed before Board for information and approval. The role and composition of these Committees, including the number of meetings held during the financial year and the related attendance, are provided below:
A. Audit Committee
B. Nomination & Remuneration Committee
C. Stakeholders Relationship Committee.
A. AUDIT COMMITTEE
The composition, quorum, powers, role and scope are in accordance with Section 177 of the Companies Act, 2013 and the provisions of Regulation 18 of the SEBI (LODR) Regulations, 2015. Mr. Rakesh Kumar Agarwal, Non -Executive Independent Director is the Chairperson of the Audit Committee. The other members of the Audit Committee include Mr. Ravi Kant Bansal and Mrs. Alka Agarwal. All the recommendations made by the Audit Committee were accepted by the Board.
During the financial year ended March 31, 2019, 5 (Five) meetings of the Audit Committee were held, as follows:
|S. No.||Date||Committee Strength||No. of Members present|
|1.||May 29, 2018||3||2|
|2.||July 30, 2018||3||2|
|3.||August 14, 2018||3||2|
|4.||November 14, 2018||3||2|
|5.||February 12, 2019||3||2|
B. NOMINATION & REMUNERATION COMMITTEE
The composition, quorum, powers, role and scope are in accordance with Section 178 of the Companies Act, 2013 and the provisions of Regulation 19 of the SEBI (LODR) Regulations, 2015. Mr. Rakesh Kumar Agarwal, Non-Executive Independent Director is the Chairperson of the Nomination & Remuneration Committee. The other members of the Nomination & Remuneration Committee include Mr. Ravi Kant Bansal and Mrs. Alka Agarwal.
During the financial year ended March 31, 2019, 1 (One) meeting of the Nomination & Remuneration Committee was held as follows:
|S. No.||Date||Committee Strength||No. of Members present|
|1.||July 19, 2018||3||2|
Moreover, the Companys Nomination & remuneration policy for Directors, Key managerial personnel and other employees is posted on the website of the Company and can be accessed at http://www.howardhotelsltd.com/reports/1435316045Nomination &RemunerationPolicy.pdf
C. STAKEHOLDERS RELATIONSHIP COMMITTEE
The composition, quorum, powers, role and scope are in accordance with Section 178 of the Companies Act, 2013 and the provisions of Regulation 20 of the SEBI (LODR) Regulations, 2015. Mr. Ravi Kant Bansal, Non -Executive Independent Director is the Chairperson of the Stakeholders Relationship Committee. The other members of the Stakeholders Relationship Committee include Mr. Rakesh Kumar Agarwal and Mrs. Alka Agarwal.
During the financial year ended March 31, 2019, 3 (Three) meetings of the Stakeholders Relationship Committee were held as follows:
|S. No.||Date||Committee Strength||No. of Members present|
|01.||August 17, 2018||3||2|
|02.||November 28, 2018||3||2|
|03.||March 19, 2019||3||2|
There were no pending share transfers/ investors complaints as on March 31, 2019.
ATTENDANCE OF DIRECTORS
The detail of Directors attendance in the Board Meeting and their Committees during the F.Y. ended as on March 31, 2019 and in the last AGM of the Company is as follows:
|S. No.||Name of Director||No. of Board Meeting attended out of 09 held during the year||No. of audit Committee meetings attended||No. of Nomination & Remuneration Committee meetings attended||No. of Stakeholders Relationship Committee meetings attended||Attendance at the last AGM|
|1.||Nirankar Nath Mittal||9||-||-||-||YES|
|2.||Nirvikar Nath Mittal||9||-||-||-||NO|
|3.||Shri Kant Mittal||9||-||-||-||NO|
|5.||Ravi Kant Bansal||1||2||1||1||NO|
MEETINGS OF INDEPENDENT DIRECTORS
The Companys Independent Directors meet at least once in every financial year without the presence of Executive Directors or management personnel. Such meetings are conducted informally to enable Independent Directors to discuss matters pertaining to the Companys affairs and put forth their views to the Lead Independent Director. The Lead Independent Director takes appropriate steps to present Independent Directors views to the Chairman and Managing Director. One meeting of Independent Directors was held during the year i.e. on 05th March, 2019.
WHISTLE BLOWER POLICY & VIGIL MECHANISM COMMITTEE
The Company has adopted a Whistle Blower Policy and has established the necessary vigil mechanism as defined under Regulation 22 of SEBI Listing Regulations for directors and employees to report concerns about unethical behaviour. During the year under review, no employee was denied access to the Audit Committee. The said policy has been also put up on the website of the Company and can be accessed at http://www.howardhotelsltd.com/reports/1432376932VIGILMECHANISMREPORT.pdf
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 IV.
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 Companys website.
Pursuant to regulation 15(2) of Securities Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015 provisions of regulation 27 i.e. Corporate Governance and para C, D & E of Schedule V of SEBI (LODR) Regulations, 2015 are not applicable to the Company.
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 Regulation 34 of SEBI (LODR) Regulations, 2015, is given separately under the head "Management Discussion & Analysis Report" in Annual Report as Annexure-V.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars required under Section 134 (3) (m) of the Companies Act, 2013 read with Rule 2 of the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are given as under:
A) Conservation of energy:
|(i)||the steps taken or impact on conservation of energy;||The Energy Conservation efforts in the Company are being pursued on a continuous basis and the Company is making its full efforts to minimize wastage and to make optimum utilization of energy.|
|(ii)||the steps taken by the company for utilizing alternate sources of energy;||N.A.|
|(iii)||the capital investment on energy conservation equipment;||N.A.|
B) Technology absorption:
|(i)||the efforts made towards technology absorption;||N.A.|
|(ii)||the benefits derived like product improvement, cost reduction, product development or import substitution;||N.A.|
|(iii)||in case of imported technology (imported during the last three years reckoned from the beginning of the financial year)-||N.A.|
|(a)||the details of technology imported;||N.A.|
|(b)||the year of import;||N.A.|
|(c)||whether the technology been fully absorbed;||N.A.|
|(d)||if not fully absorbed, areas where absorption has not taken place, and the reasons thereof; and||N.A.|
|(iv)||the expenditure incurred on Research and Development.||N.A.|
C) Foreign Exchange Earnings & Outgo
The MCA has notified Appendix B to Ind AS 21, foreign currency transactions and advance consideration. The appendix clarifies how to determine the date of transaction for the exchange rate to be used on initial recognition of a related asset, expense or income where an entity pays or receives consideration in advance for foreign currency denominated contracts.
The amendment came into force on 1 April 2018. The company is in the process of assessing the detailed impact of the amendment and its impact on the financial statements. The effect on adoption of Ind AS 21 is expected to be insignificant.
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.
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.
As the members are aware, the Companys shares are compulsorily tradable in electronic form. As on March 31, 2019, 84.31% of the Companys paid-up capital representing 7683703 Equity Shares is in dematerialized form with both the depositories as compared to 83.99% representing 7,650,443 equity shares for the previous year ended March 31, 2018.
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.
Updating necessary KYC details of registered and/or joint holders holding shares in physical form SEBI has vide Circular No. SEBI/HO/MIRSD/DOP1/ CIR/P/2018/73 dated 20 April 2018 directed all the listed companies to record the Income Tax PAN and bank account details of all their shareholders holding shares in physical form and advise them to dematerialise their physical securities. Accordingly, the Company has sent letters by speed post/registered post to the shareholders holding shares in physical form at their last known address, advising them to register their Income Tax PAN (including that of joint holders, if any) and the bank account details. This was followed by two reminder letters to those shareholders who have not responded earlier. All those shareholders who are yet to update their details with the Company are requested to do so at the earliest.
DISCLOSURES REGARDING SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES
During the Financial year 2018-19, neither Company has become nor ceased to be its subsidiaries, joint venture or associate company. RISK MANAGAMENT COMMITTEE
The Company has not constituted the risk management committee in accordance with Section 134 (3) (n) of the Companies Act, 2013 as the said provision is not applicable to the Company.
UNCLAIMED DIVIDEND/ SHARES
Account of the Company remains unpaid or unclaimed for a period of seven years from the date of such transfer then such unclaimed or unpaid dividend shall be transferred by the Company along with interest accrued, if any to the Investor Education and Protection Fund (the IEPF), a fund established under sub-section (1) of Section 125 of the companies act, 2013.
Mandatory Transfer of Shares to Demat Account of Investors Education and Protection Fund Authority (IEPFA) in case of unpaid/ unclaimed dividend on shares for a consecutive period of seven years
In terms of Section 124(6) of the Companies Act, 2013 read with Rule 6 of the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, (as amended from time to time) (IEPF Rules) shares on which dividend has not been paid or claimed by a shareholder for a period of seven consecutive years or more shall be credited to the Demat Account of Investor Education and Protection Fund Authority (IEPFA) within a period of thirty days of such shares becoming due to be so transferred. Upon transfer of such shares, all benefits (like bonus, etc.), if any, accruing on such shares shall also be credited to such Demat Account and the voting rights on such shares shall remain frozen till the rightful owner claims the shares.
Shares which are transferred to the Demat Account of IEPFA can be claimed back by the shareholders from IEPFA by following the procedure prescribed under the IEPF Rules.
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, Companys bankers and other business associates for their continuing support and unstinting efforts in the Companys growth. The Board also wishes to place on record their deep appreciation 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 is also thankful to the stakeholders, shareholder and depositors for their continued patronage.
|For & on behalf of Board of Directors of|
|HOWARD HOTELS LIMITED|
|Place : Agra||Nirankar Nath Mittal|
|Date : 02.08.2019||(Chairman & Managing Director)|