lords ishwar hotels ltd share price Directors report


To, The Members,

Your Directors have pleasure in presenting the 37th Annual Report of your Company together with the Audited Financial Statements and Auditors Report for the year ended 31st March, 2023.

FINANCIAL RESULTS: (Rs. in Lakh)

Particulars 2022-23 2021-22
Total Revenue 742.51 505.83
Net Operating Profit 694.27 515.79
Less: Interest & Finance Charges 0 0.00
Less: Depreciation 2 20.01
Net Profit/(Loss) Before Tax & Exceptional Items 23.44 10.04
Add: Exceptional Items -- --
Net Profit/(Loss) Before Tax 23.44 10.04
Less : Provision for Taxation
- Net Current Tax 0 0.00
- Deferred Tax 1 (6.62)
Net Profit/(Loss) After Tax 1 16.66

OPERATIONS:

The total revenue of your company for the current year increased to Rs.742.51/- Lakh as against of Rs.505.83/- Lakh in the previous year. A net profit after tax of Rs. 11.35/- Lakh for the financial year 2022-23 has been accounted as against of net profit after tax of Rs. 16.66/- Lakh in the financial year 2021-22.

DIVIDEND:

During the year under review, your Directors regret their inability to recommend any Dividend.

TRANSFER TO RESERVES:

During the year under review, the board has not proposed to transfer amount to any reserves.

PUBLIC DEPOSITS:

During the year under review, your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNAL:

During the year under review, no significant and material orders were passed by the Regulators or courts or Tribunal impacting the going concern status and Companys operation in future.

MATERIAL CHANGES AND COMMITMENTS:

During the year under review, there are no material changes and commitments, affecting financial position of the Company which have occurred between the end of the financial year of the Company i.e. March 31, 2023 and the date of the Directors Report.

SHARE CAPITAL:

During the year under review, your Company has not issued any securities.

CHANGE IN THE NATURE OF BUSINESS:

During the year under review, there is no change in the nature of business of your Company.

BOARD MEETINGS:

During the financial year under review, five (5) Board Meetings were duly held. The detail information of meetings is being furnished under “Corporate Governance Report” forming part of this Annual Report.

COMMITTEE MEETINGS:

The Board has duly constituted the Audit Committee and other Committees which are mandatory for your Company. The details of all meetings are furnished under “Corporate Governance Report” forming part of this Annual Report.

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 meets the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.All the Independent Directors of the Company have registered their names in the data bank of Indpendent Directors maintained with the Indian Institute of Corporate Affairs.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS:

Pursuant to Regulation 25(7) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company regularly familiarizes its Independent Directors with their roles, rights, responsibilities, any new happening in the hotel business, amendments to the applicable laws etc. The detail o f familiarization program is posted o n the Companys https://drive.google.com/file/d/103QfykurA5fq169rwpaF3sUcEEVxTgam/view.

POSTAL BALLOT:

During the financial year under review, no Resolution was passed through Postal Ballot.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMPs):

As on 31st March, 2023, your Company had Six (6) Directors, which include One (1) Executive Director, One (1) Non-Executive Director, One (1) Non-Executive Woman Director and Three (3) Independent Directors.

Mr. Pushpendra Bansal (DIN: 00086343) is Managing Director of the Company was reappointed as a Managing Director for a period of 5 years in 36th Annual General Meeting held on 07.09.2022. Mr. Mehinder Sharma (DIN: 00036252), Director of the Company, who retires by rotation and being eligible, was reappointed as a Director in 36th Annual General Meeting held on 07.09.2022. Mrs. Sangita Bansal (DIN: 01571275), Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment.

Mrs. Kinjalben Parmar (DIN: 09698070) was appointed as a Non-Executive Independent Director of the Company for a period of 5 years in 36th Annual General Meeting held on 07.09.2022. Mr. Amit Garg (DIN: 00537267), has resigned from the post of Independent Director and various committee membership of the Company w.e.f. 05.11.2022 due to the other various assignments of hospitality business and wish to reduce his commitments. The Directors expressed their deep appreciation and gratitude for the contribution made and guidance provided by Mr. Amit Garg during his tenure as member of the Board of Directors. Ms. Varsha Rajput has resigned from the post of Company Secretary and compliance officer from the Company w.e.f. 10.09.2022. Mrs. Darshana Laddha has been appointed as a Company Secretary and Compliance officer of the Company w.ef. 15.11.2022 in the Board Meeting held on 14th November, 2022. Mr. Pushpendra Bansal (DIN: 00086343) is Managing Director, Mr. Ajay Pawar is Chief Financial Officer and Mrs. Darshana Laddha Company Secretary of the Company and thus the Company has all KMPs as per the provisions of Section 203 of Companies Act, 2013.

Particulars as per Regulation 36(3) of the Listing Regulations and Secretarial Standard-2 of the General Meeting are enclosed as an Annexure with the notice of Annual General Meeting.

REMUNERATION POLICY:

Pursuant to Regulation 19 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 & Section 134(3)(e), a policy on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under sub section (3) of Section 178 has been disclosed in the Corporate Governance Report.

BOARD DIVERSITY POLICY:

A diverse Board enables efficient functioning through differences in perspective and skill, and also fosters differentiated thought process at the back of varied industrial and management expertise, gender and knowledge. The board recognizes the importance of diverse composition and has adopted a Board Diversity Policy which sets out the approach to diversity. The Board Diversity Policy is available on our website http://lordsishwar.com/InvestorsRelations/Policies.

BOARD EVALUATION:

During the year under review, the Board carried out an Annual Evaluation of its own performance and the performance of individual Directors, as well as evaluation of Committees of the Board. The evaluation is done by the Board, Nomination & Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and individual Directors.

Criteria for evaluation of Board as a whole includes frequency, length, transparency, flow of information, administration and disclosure of Board meeting held.

Individual Director can be evaluated on the basis of their ability to contribute good governance practices, to address top management issues, long term strategic planning, individually time spent, attendance & membership in other committees, core competencies and obligation & fiduciary responsibilities etc.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:

All 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. The Audit Committee granted omnibus approval for the transactions (which are repetitive in nature) and the same was reviewed by Audit Committee and Board of Directors.

In line with the requirements of the Companies Act, 2013 read with Regulation 23 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your Company has adopted a Related Party Transactions Policy which is placed on its website http://lordsishwar.com/InvestorsRelations/Policies.

During the year, your Company has entered into material related party transactions and the disclosure of related party transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is annexed as Annexure -1 .

Suitable disclosure as required under Ind-AS-24 has been made in Notes to the Financial Statement.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENTS:

During the Year 2022-23 under review, your Company has not given any Loan, Guarantee or Investment pursuant to the provision of Section 186 of the Companies Act, 2013. However details of Investments are provided in Note No. 3 of the Financial Statement.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (3) (c) of the Companies Act, 2013, your Board of Directors hereby confirms that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards have been followed and there are no material departures; (ii) appropriate accounting policies selected and applied are consistent and the judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year 31st March, 2023 and of the profit of the Company for that period; (iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; (iv) the accounts for the financial year ended 31st March, 2023 have been prepared on a ‘going concern basis; (v) the company has an internal financial Control System commensurate with the size, scale and complexity of its operations and that such internal financial controls are adequate and operating effectively; and (vi) We had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY:

During the year under review, your Company does not have any Subsidiary, Joint Ventures or Associate Company. Hence no disclosure of financial information of Subsidiary/Joint Venture or Associate Company is applicable to your Company.

RISK MANAGEMENT POLICY:

Although not mandatory, Your Company has constituted a Risk Management Committee as a measure of good governance. The details of the Committee and its terms of reference are set out in the Corporate Governance Report.

A Risk Management Policy was framed and approved by the Board. The objective of this policy is to minimize the adverse impact of various risks attached with the business goals and objectives and to enhance the value of stakeholders.

The Management has put in place adequate and effective system and man power for the purposes of risk management.

CORPORATE SOCIAL RESPONSIBILITY:

Pursuant to the provisions of section 135 of the Companies Act, 2013, relating to Corporate Social Responsibility, are not applicable to your Company.

SEXUAL HARRASMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

During the year under review, your Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

In terms of Schedule V read with Regulation 34(3) of SEBI (LODR) Regulation, 2015, disclosures relating to Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 are given as below:

Sr. Particulars No.

No. of complaints
1 Number of complaints filed during the financial year 2022-23 NIL
2 Number of complaints disposed off during the financial year 2022-23 NIL
3 Number of complaints pending as on 31.03.2023 NIL

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

Pursuant to regulation 22 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014, the Company has adopted a Vigil Mechanism/Whistle Blower policy for its directors & employees to report their genuine concerns/grievances. The mechanism also provides for adequate safeguards against victimization of person who use such mechanism and makes provisions for direct access to the Audit Committee chairman. The Vigil Mechanism/Whistle Blower policy is available on the Companys website http://lordsishwar.com/InvestorsRelations/Policies.

REPORT ON CONSERVATION OF ENERGY, ABSORPTION OF TECHNOLOGY AND FOREIGN EXCHANGE EARNING AND OUTGO:

In accordance with the requirement of section 134(3) (m) of the Companies act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, your Directors furnish hereunder the additional information as required:

A. Conservation of Energy:

Your Company has made all possible efforts to closely monitor power consumption on daily basis so as to reduce wastage. The Company is also trying to find ways and means to reduce power consumption and thus reduce the overall energy cost.

Your Company is using PNG (Pipelines Natural Gas) in the Kitchen and other operational areas. Your Company is also using power savers in electric panels and in Guest Rooms with LED fittings. Your Company is also using DG set for utilising alternate sources of energy. During the year, your company does not have any capital investment on energy conservation equipment.

B. Technology Absorption:

The Company continues to absorb and upgrade modern technology and advanced technique in various guest contact areas like Wi-Fi internet connectivity in your hotel.

C. Foreign Exchange Earning and Outgo:

During the financial year 2022-23, there was no transaction relating to Foreign Exchange and outgo.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34 (2) of SEBI (Listing Obligations & Discussion Requirements) Regulations, 2015 is provided as Annexure-2 herewith forming part of this Annual Report.

MAINTENANCE OF COST RECORDS:

Pursuant to Section 148(1) of the Companies Act, 2013, your Company is not required to maintain Cost records as specified by the Central Government.

DISCLOSURE ON COMPLIANCE WITH SECRETARIAL STANDARDS:

Your directors confirm that the Secretarial Standards issued by the Institute of Company Secretaries of India, have been complied with.

CORPORATE GOVERNANCE:

In terms of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, a Corporate Governance Report is annexed as Annexure-3, forming an integral part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE:

The information required under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-4. The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure-5.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 92 and 134 of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Amendment Rules, 2020, the Annual Return in Form MGT-7 of the Companies (Management and Administration) Rules, 2014 is placed on the website of the Company http://lordsishwar.com

STATUTORY AUDITORS:

M/s. R. M. Hariyani & Co., Chartered Accountants (Firm Reg. No-147657W), was appointed as Statutory Auditors of the Company in the 36th Annual General Meeting held on 07.09.2022 for the period of 5 years i.e., up to the conclusion of the 41st Annual General Meeting of the Company. The Auditors in their report have referred to the notes forming part of the accounts. The said notes are self-explanatory and do not contain any qualification, reservation or adverse remark or disclaimer. Also, no offence of fraud was reported by the Auditors of the Company under Section 143 (12) of the Act.

SECRETARIAL AUDITOR:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and Rules thereon, your Company has appointed M/s. Nandaniya Joshi & Associates, Practicing Company Secretaries (FRN: P2020GJ084200) at Vadodara to conduct the Secretarial Audit of the Company for the financial year 2022-23.The Secretarial Audit Report (Form MR-3) is annexed as Annexure-6. The Report does not contain any qualification, reservation or adverse remarks. No offence of fraud reported by them as per Section 143(12) of the Act.

LISTING ON STOCK EXCHNAGE:

The Companys shares are listed with the BSE Limited and the Company has paid the necessary Listing Fees and Custody Fees for the Financial Year 2022-23.

CERTIFICATE FROM PRACTISING COMPANY SECRETARIES:

The Company has received a certificate from M/S. Nandaniya Joshi & Associates, Practicing Company Secretaries confirming that none of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of companies by the Securities and Exchange Board of India/Ministry of Corporate Affairs/Reserve Bank of India or any such statutory authority. The same is annexed as Annexure- 7 forming part of this Report.

INTERNAL AUDITORS:

M/s J. Bhavsar & Co., Chartered Accountants (Firm Registration No. 115613W), at Surat, Internal Auditors of the Company has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

INTERNAL FINANCIAL CONTROL SYSTEMS & THEIR ADEQUACY:

The Company has an internal financial control system, commensurate with the size, scale and complexity of its operation to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory and statutory compliance. The scope and authority of the internal audit function is well defined in the organization. To maintain its objectivity & independence, internal audit function is laid before the Audit Committee of the Board. Based on the report of the internal audit & Audit committee observation, corrective actions are undertaken by the respective departments and thereby strengthen the controls.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR:

During the year under review, there was no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016).

INDUSTRIAL RELATIONS:

During the year under review, the relations with the most valuable human resources of the Company remained cordial and peaceful. Your Directors wish to place on record their appreciation for the devoted services rendered by the staff of the Company.

ACKNOWLEDGEMENTS:

Your Directors wish to place on record their sincere thanks to the valued guests, suppliers and the Financial Institution for their support, co-operation and guidance. Your Directors take the opportunity to express their sincere thanks to all the investors, shareholders and stakeholders for their continued confidence in the company. Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, contributing in Management & delivering a sound performance.

FOR AND ON BEHALF OF LORDS ISHWAR HOTELS LIMITED

Place: Mumbai

Date: 11th August, 2023

Registered Office:
Hotel Revival, Near Sayaji Gardens, PUSHPENDRA BANSAL SANGITA BANSAL
Kala Ghoda Chowk, University Road, MANAGING DIRECTOR DIRECTOR
Baroda, Gujarat 390 002 DIN: 00086343 DIN: 01571257
CIN: L55100GJ1985PLC008264