To
The Members, Party Cruisers Limited
The Directors are pleased to present to you the 29th Annual Report of Party Cruisers
Limited ("The Company" or "Your Company") along with the Audited
Financial Statements for the Financial Year ended March 31, 2023.
COMPANY OVERVIEW
Party Cruisers Limited is a distinguished event management Company that specializes in
creating extraordinary and seamless event experiences. With a strong foundation in
curating and executing weddings that reflect individual stories of love, we extend our
expertise to a wide array of events. Our dedicated team of event professionals thrives on
innovation, attention to detail, and a commitment to exceeding expectations, making us the
premier choice for any occasion.
FINANCIAL HIGHLIGHTS
The table below gives the financial highlights of the Company for the year ended 31st
March, 2023, as compared to the previous year:
(Amt In 000)
Particulars |
F.Y. 2022-23 |
F.Y. 2021-22 |
| Total Income |
4,01,038 |
1,60,408 |
| Total Expenses |
3,34,409 |
1,41,720 |
| Profit before extraordinary items and tax |
66,729 |
18,689 |
| Extraordinary Items |
(17234) |
(203) |
| Profit before tax |
49,495 |
18,485 |
| Tax expense |
(11,322) |
(5,193) |
Net profit /(loss) after tax for the year |
38,172 |
13,293 |
PERFORMANCE REVIEW
During the year ended 31st March, 2023, your Company earned revenue of Rs. 4,01,038
thousand as compared to Rs. 1,60,408 thousand in the previous year. The operations have
recorded a Profit of Rs. 38,172 thousand as compared to a Profit of Rs. 13,293 thousand in
the previous year.
STATE OF COMPANYS AFFAIRS AND OPERATIONS
The Company aims at turning visions into reality, transforming ordinary events into
extraordinary memories that last a lifetime. Whether its an intimate wedding, a grand
corporate gala, or a themed birthday celebration, our team is dedicated to infusing
creativity, precision, and passion into every event we undertake.
SHARE CAPITAL STRUCTURE
The Authorised Equity Share Capital as on 31st March, 2023 was Rs. 12,00,00,000/-
(Rupees Twelve Crore Only) comprising of 1,20,00,000 (One Crore Twenty Lakh) Equity Shares
of the face value of Rs. 10/- (Rupees Ten Only) each. There is no change in the Authorised
Share Capital of the Company during the year. However, the paid-up Share Capital of the
Company was Rs. 11,20,00,000/- (Rupees Eleven Crore Twenty Lakh Only) comprising of
1,12,00,000 (One Crore Twelve Lakh) Equity Shares of the face value of Rs.10/- (Rupees Ten
Only) each.
DIVIDEND
Due to inadequacy of profits and in order to consolidate the financial position of the
Company, your Directors have not recommended any dividend for the year.
SUBSIDIARIES
The Company does not have any subsidiary Company as on 31st March, 2023. The Company
did not acquire or dispose off the stake in any subsidiary Company during the financial
year under review. The Company has not issued any sweat equity shares or equity shares
with differential rights during the year ended 31st March, 2023.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, the following mentioned were the Directors and Key
Managerial Personnel of the Company as on March 31, 2023:
Sr. No |
Name of Directors |
DIN/PAN |
Designation |
1. |
Mr. Zuzer Hatim Lucknowala |
00979509 |
Chairman & Managing Director |
2. |
Mrs. Rachana Zuzer Lucknowala |
02466195 |
Executive Director |
3. |
Mr. Firoz Hatim Lucknowala |
01553122 |
Executive Director |
4. |
Mr. Armaan Zuzer Lucknowala |
07961568 |
Director |
| 5. |
Mr. Sameer Prem Bhagat |
08614642 |
Independent Director |
| 6. |
Mr. Samaa Nusrat Shah |
07554045 |
Independent Director |
| 7. |
Mr. Shamaun Ahmed |
06969462 |
Independent Director |
8. |
Mr. Mubaraka Kaunain Jaliwala |
08614667 |
Independent Director |
9. |
Ms. Phyllis Anthony Polekad |
AJJPP7048R |
Chief Financial Officer |
10. |
Mrs. Namrata Subhash Singh Negi |
AMNPN1185C |
Company Secretary & Compliance Officer |
Appointment of Mr. Cyrus Shroff
Further, Mr. Cyrus Rohinton Shroff was appointed w.e.f. July 11, 2023 as an Additional
Director of the Company and he will be regularised as Non-Executive Non-Independent
Director of the Company at the ensuing Annual General Meeting of the. Accordingly,
resolution seeking his regularisation forms a part of the notice convening the 29th AGM.
Re-appointment:
Ms. Rachana Lucknowala (DIN: 02466195) was appointed as the Executive Director of the
Company for a period of 5 years. The Board, on recommendation of the Nomination,
Remuneration and Compensation Committee and after evaluating her performance and
considering the Companys growth under her leadership approved her re-appointment for a
further period of 5 years commencing from August 31, 2023, subject to the approval of the
shareholders and Central Government, if any. Accordingly, resolution seeking her
reappointment for further term of 5 years forms a part of the notice convening the 29th
AGM.
Ms. Samaa Nusrat Shah (DIN: 07554045) shall also be re-appointed as the Independent
Director of the Company and resolution seeking her reappointment for a period of 1 year
forms a part of the notice convening the 29th AGM.
Retirement by Rotation:
In accordance with the provisions of Section 152 of the Act, read with Companies
(Appointment and Qualification of Directors) Rules, 2014, Mr. Firoz Lucknowala (DIN:
01553122), retires by rotation at the ensuing Annual General Meeting and being eligible,
has offered himself for re-appointment and your Board has recommended his re-appointment.
Pursuant to Regulation 36(3) of the SEBI Listing Regulations, brief resume of the
Director proposed for appointment/re-appointment has been given in the statement annexed
to the Notice convening the Annual General Meeting.
CODE OF CONDUCT FOR DIRECTORS & SENIOR MANAGEMENT
The Board has adopted a Code of Conduct for Directors & Senior Management in
accordance with the provisions of the Companies Act, 2013 and other applicable provisions.
The Code also incorporates the duties of Independent Directors. All the Board Members and
Senior Management Personnel have confirmed compliance with the Code. A copy of the Code
has been put on the Companys website.
FAMILIARIZATION PROGRAMME FOR DIRECTORS
At the time of appointment of the Director, a formal letter of appointment is given to
the Director. The Director is also explained in detail the roles, functions, duties and
responsibilities expected from him/her and also compliance required from him/her under the
Companies Act, 2013, and other applicable provisions. The Board of Directors has complete
access to the information within the Company. Presentations are regularly made to the
Board of Directors and various Committees of the Board. The details of the Companys
familiarization programme for Independent Directors can be accessed at Companys website.
ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Nomination, Remuneration and Compensation Committee of the Company has laid down
the criteria for performance evaluation of the Board and individual Directors including
the Independent
Directors and Chairperson covering various aspects of the Boards functioning such as
adequacy of the composition of the Board and its committees, Board Culture, execution and
performance of specific duties, obligations and governance. It includes circulation of
evaluation forms separately for evaluation of the Board, its Committees, Independent
Directors / Non-Executive Directors / Executive Directors and the Chairman of your
Company. The Board and the Nomination, Remuneration and Compensation Committee reviewed
the performance of individual Directors including the Chairman and the Managing Director
on their personal performance, participation, contribution and offering guidance and
understanding of the areas which were relevant to them in their capacity. The Directors
were also assessed on selected parameters related to roles, responsibilities and
obligations of the Board and functioning of the Committees including assessing the
quality, quantity and timeliness of flow of information between the Companys Management
and the Board which is necessary for the Board to effectively and reasonably perform their
duties.
In a separate meeting of Independent Directors, performance of Non-Independent
Directors, the Board as a whole and the Chairman of the Company was evaluated, taking into
account the views of Executive Directors and Non-Executive Directors. The Board expressed
its satisfaction with the evaluation results, which reflects the high degree of engagement
of the Board and its Committees with the Company and its Management.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors of the Company have furnished necessary declarations to the
Company under Section 149(7) of the Companies Act, 2013 confirming that they meet the
criteria of independence as prescribed for independent directors under Section 149(6) of
the Act and Regulation 16(b) of the SEBI Listing Regulations. In the opinion of the Board,
all the Independent Directors possess the requisite qualifications, expertise and
experience including the proficiency required to be Independent Directors of the Company,
fulfil the conditions of independence as specified in the Act and the SEBI Listing
Regulations and are independent of the management and have also complied with the Code for
Independent Directors as prescribed in Schedule IV of the Act.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134 (5) of the Companies Act, 2013 your Directors state that: i. In
preparation of annual accounts for the year ended 31st March, 2023, the applicable
accounting standards have been followed along with proper explanations relating to
material departures, if any; ii. They 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 31st March, 2023
and loss of the Company for the year ended on that date; iii. They have taken proper and
sufficient care for the maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for preventing and
detecting fraud and other irregularities; iv. They have prepared the annual accounts on a
going concern basis; v. They have laid down proper internal financial controls to be
followed by the Company and they were adequate and operating effectively and vi. They have
devised proper systems to ensure compliance with the provisions of all applicable laws and
such systems were adequate and operating effectively
BOARD COMMITTEES
The Board of Directors of the Company has constituted various Committees in compliance
with the provisions of the Companies Act, 2013 and SEBI Listing Regulations, such as Audit
Committee, Nomination, Remuneration and Compensation Committee, and Stakeholders
Relationship Committee. All decisions pertaining to the constitution of the Committees,
appointment of members and fixing of terms of reference/role of the Committees are taken
by the Board of Directors.
AUDIT COMMITTEE
The Composition of Audit Committee as on 31st March, 2023 is :-
Name |
Designation in Committee |
Nature of Directorship |
Mr. Sameer Prem Bhagat |
Chairman |
Non-Executive Independent Director |
Ms. Samaa Nusrat Shah |
Member |
Non-Executive Independent Director |
Mrs. Rachana Zuzer Lucknowala |
Member |
Executive Director |
NOMINATION REMUNERATION AND COMPENSATION COMMITTEE
The Composition of Nomination, Remuneration and Compensation Committee as on 31st
March, 2023 is:-
Name |
Designation In Committee |
Nature of Directorship |
Ms. Samaa Nusrat Shah |
Chairman |
Non-Executive Independent Director |
Mr. Sameer Prem Bhagat |
Member |
Non-Executive Independent Director |
Mr. Armaan Zuzer Lucknowala |
Member |
Non-Executive Director |
STAKEHOLDER RELATIONSHIP COMMITTEE
The Composition of Stakeholder Relationship Committee as on 31st March, 2023
is:-
Name |
Designation In Committee |
Nature of Directorship |
Ms. Samaa Nusrat Shah |
Chairman |
Non-executive Independent Director |
Mr. Sameer Prem Bhagat |
Member |
Non-Executive Independent Director |
Mr. Firoz Hatim Lucknowala |
Member |
Executive Director |
INTERNAL COMPLAINTS COMMITTEE UNDER POSH
The Composition of Internal Complaints Committee as on 31st March, 2023 is
:-
Name |
Designation In Committee |
Nature of Directorship |
Mrs. Phyllis Anthony Polekad |
Chairman/ Presiding Officer |
CFO |
Mr. Samaa Nusrat Shah |
Member |
Non-Executive Independent Director |
Ms. Rachana Zuzer Lucknowala |
Member |
Executive Director |
RISK MANAGEMENT
The Company has Risk Management Systems in place including identification of elements
of risk, if any, which in the opinion of the Board may threaten the existence of the
Company. After identifying the risk and assessing the level of impact, controls are put in
place to mitigate the risk by the concerned executives/the Board to control the exposure
of the risk and balance the impact of risk on a continuous basis.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has Whistle Blower Policy encompassing vigil mechanism to report genuine
concerns and grievances. The policy provides adequate safeguards against victimisation of
persons who use the Whistle Blower mechanism. It provides appropriate avenues to the
employees to bring to the attention of the management any issue, which is perceived to be
in violation or in conflict with the fundamental business of the Company. The employees
are encouraged to voice their concerns by way of whistle blower policy and have been given
access to the Audit Committee. The policy is available on the website of the Company at
https://www.partycruisersindia.com.
MEETINGS OF THE BOARD AND COMMITTEES
The Board met 18 (Eighteen) times during the financial year. The gap between these
meetings was within the prescribed period under the Act and SEBI Listing Regulations.
COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS
The Board of Directors affirms that the Directors have devised proper systems to ensure
compliance with the provisions of all applicable Secretarial Standards issued by the
Institute of Company Secretaries of India and that such systems are adequate and operating
effectively. The Company has complied with the applicable Secretarial Standards.
SECRETARIAL AUDIT
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Rules made
there under the Company has appointed
Ms. Zalak Mehta, Proprietor of M/s. Zalak Mehta & Associates a Company
Secretary in Practice to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report for the year under review issued by M/s. Zalak Mehta &
Associates is annexed to this Report as Annexure A. There are no audit
qualifications in the said Report. Further, in terms of the provisions of the Circular No.
CIR/CFD/ CMD1/27/2019 dated 8th February, 2019 issued by Securities and Exchange Board of
India, the Company has obtained the Annual Secretarial Compliance Report for the financial
year ended 31st March, 2023, thereby confirming compliance of the applicable SEBI
Regulations and circulars / guidelines issued thereunder, on behalf of the Company.
STATUTORY AUDITORS
At the 25th Annual General Meeting of the Company held in the year 2019, the
Shareholders had approved the appointment of M/s. Ramanand & Associates, Chartered
Accountants, (Firm Registration No.117776W), as the Statutory Auditors of the Company for
a period of five years from the conclusion of the 25th AGM till the conclusion of the 30th
AGM., in terms of the applicable provisions of Section 139(1) of the Companies Act, 2013
read with the Companies (Audit and Auditors) Rules, 2014.
The Auditors Report on the Financial Statements of the Company for the year under
review, "with an unmodified opinion", as given by the Statutory Auditors, is
disclosed in the Financial Statements forming part of this Annual Report. The Auditors
Report is clean and there are no qualifications in their Report. Also, no frauds in terms
of the provisions of Section 143(12) of the Act have been reported by the Statutory
Auditors in their report for the year under review. The Notes to the Financial Statements
are self-explanatory and do not call for any further comments.
The Auditors Report on the audited financial statement of the Company for the year
ended 31st March, 2023, do not contain any qualification, reservation or
adverse remark therefore not required any explanation or comment.
REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the Statutory Auditors nor Secretarial Auditors
have reported to the Audit Committee under Section 143(12) of the Act, any instances of
fraud committed against your Company by its officers and employees, details of which would
need to be mentioned in the Directors Report.
ANNUAL RETURN
Pursuant to the provisions of Section 134(3) (a) and Section 92(3) of the Companies
Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014,
a copy of the Annual Return of the Company for the financial year ended 31st March, 2023
is uploaded on the website of the Company and can be accessed at
www.partycruisersindia.com.
PUBLIC DEPOSITS
During the financial year under report the Company has not accepted deposits within the
meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of
Deposits) Rules, 2014
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS
The Company has not made any investments during the year under review.
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the year were on arms
length basis and in the ordinary course of business. The Audit Committee has approved the
related party transactions and subsequently the same were approved by the Board of
Directors from time to time and the same are disclosed in the Financial Statements of the
Company for the year under review. Further, pursuant to the provisions of the Act and the
SEBI Listing Regulations, the Board of Directors has, on recommendation of its Audit
Committee, adopted a Policy on Related Party Transactions and the said policy is available
on the website of the Company
https://www.partycruisersindia.com/wp-content/uploads/2022/08/Policy-on-Related-Party-Transactions.pdf
The details as required to be disclosed under the Companies Act, 2013 are attached
herewith in Annexure B.
ENERGY CONSERVATION AND TECHNOLOGY ABSORPTION
The Company ensures optimized and efficient consumption of energy in all the
offices/branches of the Company. With the implementation of its digital initiatives the
Company has also substantially reduced its paper consumption. The Company has always
leveraged technological innovations to improve its operational efficiency and satisfy and
retain our customer base.
Foreign Exchange Earnings & Outgo
Earnings: Nil Outgo Nil
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY
The Companys internal financial control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. The Companys internal financial control over financial
reporting includes those policies and procedures that pertains to maintenance of records,
provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements and provide reasonable assurance regarding prevention
or timely detection of unauthorized acquisition, use or disposition of the Companys
assets that could have a material effect on the financial statements.
The Companys Board and Audit Committee reviews the adequacy and effectiveness of
internal control systems, internal audit reports and legal compliances and provides
guidance for further strengthening them. The Audit Committee reviews all quarterly and
yearly financial results of the Company and recommends the same to the Board for its
approval.
SIGNIFICANT AND MATERIAL ORDERS IMPACTING GOING CONCERN STATUS
No significant or material orders were passed by the Regulators or Courts or Tribunals
which impact the going concern status and Companys operations in future.
MAINTENANCE OF COST RECORDS
The provisions of Section 148 of the Act are not applicable to the Company.
Accordingly, there is no requirement of maintenance of cost records as specified under
Section 148(1) of the Act.
INSIDER TRADING REGULATIONS
Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations,
2015, as amended from time to time, the Company has adopted a Code of Conduct for
Prevention of Insider Trading and Policy on Disclosure of Material Events/ Information
which is applicable to all Directors and the Designated Employees of the Company. The Code
lays down the guidelines, which advices on the procedures to be followed and disclosures
to be made while dealing in shares of the Company and indicate the consequences of
non-compliance. A copy of the Code has been put on the Companys website.
HUMAN RESOURCES
As a service Company, the Companys operations are heavily dependent on qualified and
competent personnel. As on 31st March 2023, the total strength of the Companys permanent
employees stood at 67 excluding casual & contract staff. Your Company takes
significant effort in training all employees at various levels.
MANAGEMENT ANALYSIS AND DISCUSSION REPORT
As per Regulation 34(2)(e) of SEBI Listing Regulations, a separate section on
Management Discussion and Analysis Report highlighting the business of your Company forms
part of the Annual Report. It, inter-alia, provides details about the economy, business,
performance review of the Companys various businesses and other material developments
during the year 2022-23 and is separately attached as Annexure C
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE
There are no employees drawing a monthly or yearly remuneration in excess of the limits
specified under Section 197 of the Companies Act, 2013 read with Rules 5(2) and 5(3) of
the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 including
any amendments thereof. The information containing particulars of employees as required
under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014.
CORPORATE SOCIAL RESPONSIBILITY POLICY
The provisions pertaining to Corporate Social Responsibility (CSR) are not applicable
to the Company.
DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND
REDRESSAL) ACT, 2013
The Company has zero tolerance for sexual harassment at work place and has adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provision of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and the rules framed there under. The Company has constituted an
Internal Complaints Committee as per Section 4 of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, 2013. Your Directors state that
during the year under review, there were no cases filed pursuant to the above Act.
EMPLOYEES STOCK OPTION PLAN 2022 (ESOP 2022)
The Nomination, Remuneration and Compensation Committee of the Board of Directors of
the Company, inter alia, administers and monitors the Employees Stock Option Plan of the
Company in accordance with the Securities and Exchange Board of India (Share Based
Employee Benefits) Regulations, 2014 ("SEBI Regulations"). During the year under
review, there was no change in the ESOP scheme of the Company. The Company has two
operative Employee Stock Option Scheme i.e. Employees Stock Option Plan 2022 ("ESOP
2022"), Employee Stock Option Plan 2023 ("ESOP 2023") with an objective to
reward the eligible employees for their performance in the Company and to share the wealth
created by the Company with them. The above Schemes are in line with the Securities and
Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 ("SBEB
Regulations"). The Company has obtained certificates from the Auditors of the Company
stating that the Schemes have been implemented in accordance with the SBEB Regulations and
the resolutions passed by the members. The details as required to be disclosed under the
SBEB Regulations will be available on the website of the Company .
INSOLVENCY AND BANKRUPTCY CODE
During the financial year under review, no applications was made or proceeding
initiated against the Company under the Insolvency and Bankruptcy Code, 2016 nor any such
proceeding was pending at the end of the financial year 2022-23.
MATERIAL CHANGES AND COMMITMENTS
There has been no change in the nature of business during the year. There have been no
material changes and commitments affecting the financial position of the Company which
have occurred between the end of the financial year of the Company to which the financial
statements relate and the date of this Report.
RBI GUIDELINES
The Company continues to be in compliance with the RBI Directions.
ACKNOWLEDGEMENT
Your Directors wish to express their grateful appreciation for the co-operation and
continued support received from customers, shareholders, investors, parent Company,
collaborators, vendors, financial institutions, banks, regulatory authorities and the
society at large during the year. Your Directors recognize and appreciate the efforts and
hard work of all the employees of the Company and their continued contribution to its
progress
For and on behalf of the Board of Director
|
Zuzer Lucknowala |
|
Chairman & Managing Director |
|
DIN: 00979509 |
| Place: Mumbai |
|
| Date: August 30, 2023 |
|
+91-9892691696
