Reliable Ventures India Ltd Management Discussions.

Company Approach to the Business

The hospitality industry in India continued to be impacted by the slowdown in the domestic economy and adverse economic environment in the international feeder markets of the US and Europe. While the US market appears to be on the path of slow recovery, the European market is yet to come out of its debt problems and recession. As a result, both international and domestic business segments for the luxury hotels remained muted. In the backdrop of these challenging circumstances, the Hotels business registered a marginal growth in revenues and profits, while maintaining its leadership position in terms of operating margins. The company taking forward its objective to be a market leader has strengthened its base in the fiscal year 2012-2013. This is evident from the fact that Hotel is the first preferred destination for the High end clients visiting Bhopal. The rooms on offer are far more superior to any other existing hotel rooms in the city, and that is evident from the WIP guests who stayed with us in the past year. Further, the Companys Vision is to emerge as a high end Hotel, offering the top quality products has added two more outlets of Wonder Bread making it a total of three stores offering wide range of bakery and confectionary products at a very nominal price.

The Company values its employees as its key assets. Hence, efforts are made on an ongoing basis to improve the efficiency of the employees by way of training, providing them with better working conditions and

keeping them motivated at all times. Employees are provided opportunity to grow and prosper. The authority and responsibility chain is clearly defined and the employees are free to convey their ideas and suggestions to their superiors. Team meetings are held at frequent intervals to improve communication and interactions between the employees.

Quality Management

Noor-Us-Sabah Palace, A WelcomHeritage Legend Hotel is the flagship property of WelcomHeritage Group of Hotels, and strict quality parameters have been laid and practiced to adhere to the Brand values, which results in quality service to customers and higher satisfaction level.

Completing the set target for upgradation of rooms, hotel has earmarked this year for the upgradation of Food and Beverage (F&B) Outlets. The various initiatives listed include, standardization of recipes, and focus on best quality food at a reasonable pricing. Banqueting has been a major foray for Noor-Us-Sabah palace and has been a preferred destination for all high end weddings and conference happening in the town.

Systems and checks as set by the management from time to time are already in place to ensure that right from planning stage to procurement stage to production stage to service stage to accounting stage, quality is maintained at all levels. Standard Operating Procedures (SOPs) are being followed at all operational levels for implementation & for strict adherence which would be constantly reviewed to adapt

to the changing service trends of hotel industry. The major initiative in Environmental practices has been initiated by the management, and some of the steps include Ban of Polyphone bags, Conversion to LED lamps, Water conservation at all levels, Massive Tree plantation, Garbage Disposal Management etc.

Internal Control Systems:

All necessary controls, financial checks and otherwise as per statuary requirements as also towards making the company a highly profitable venture are in place. Internal controls as regards operations aimed at ensuring that the expenditure is in line with industry norms. Proper accounting procedures are being strictly adhered to. Total transparency in all transactions is maintained and all statuary licensing and dues to the State and central Government have been updated & are made on time. Reduction in cost will be a major focus area for next FY which will further aid in increasing profit margins and end up in a Healthy Operating Ratio.


Economic projections appear to indicate towards a Major Boom for the Hospitality Industry for the coming season. The Corporate and Conference segment along with foreign tourist segment is expected to show a decent growth. The Bhopal Airport is now an International Airport, and this is resulting in increase in number of flights. However, due to lack of International flights at present the actual impact is not felt.


Opening of competition Hotel with 100 room inventory, coupled with recession in the economy has put some

pressure on the Hotel occupancy as well as food business. Real Estate Developers have started to show Interest In Bhopal. With the Influx of companies like DLF, Ansals, Omaxe and the likes Into the city, land and raw material prices have rapidly shot up. This has resulted in spiraling of projects costs. Current market players in Hospitality Industry in the city also have comprehended the boom in the market and thus have either made additions to their current setup or have made provisions to do the same in the current financial year. This again could make a dent in our market share. With the advent of new players in the market, the competition is growing tougher by the day. Hiring and retaining of skilled and experienced manpower is becoming a challenge in the market today which will only multiply in coming years. With the increased fuel prices, corporate houses these days are focusing on reducing travel and boarding /lodging expenses thereby adversely affecting the hotels revenue. Some corporate have gone step further and bought/hired/running guesthouses for their travelling executives & their offices in the city generally have a conference room attached to take care of routine and otherweekly/monthly conferencing.

Risk and Concerns:

The company is hopeful that the current buoyancy in the market will continue for a few years more and we foresee no potential risk to Hospitality Industry as of now. There is definitely a concern about the state Government not doing enough on infrastructure development so as to ease inflow of tourists and corporate.

Other Disclosures:

The Hotel which has recently been conferred as WelcomHeritage Legend Hotel, shall strive to be the number one Hotel in Group. It shall work towards socioeconomic growth, and in order to achieve this very goal shall focus on training the existing manpower in accordance with the customer requirements and perceptions.

Human Resources Development:

Led with the realization of the fact that continuous up- gradation of skills and service delivery systems /inputs go a long with to make a decisive difference in the hotel industry, as a matter of policy, continues to invest in up-gradation of the quality of its human resources and lays emphasis on efforts to tone up skills of and service delivery by its existing manpower and keep them sponsoring for external training and skill development programmes at selected ITC hotels.

In the matter of employees benefits and compensation, your company is not far behind the industry standards and with the growth of the company it will see that the benefits and compensation packages continue to remain tailored to the industry norms enabling it to hire and retain skilled and professional manpower.

Industrial relations scenario in the company throughout the year remained cordial. The employees remained committed to higher qualitative productivity. The management too on its part played its role in maintaining and promoting harmonious relations.


Philosophy on Corporate Governance

The Companys philosophy is based on the wealth creation, protection and interest enhancements for all the concerned. Complying with legal and regulatory requirements and meeting environmental and local community needs with the high standards of integrity, transparency and accountability are the integral part of the Corporate Governance Policy and the Corporate Governance framework of the Company is to manage the affairs in a fair and transparent manner.

Pursuant to Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (SEBI Listing Regulations") your Company has executed fresh Listing Agreements with the Stock Exchanges.

During the period under report, there has been due compliance with all applicable Regulations and Schedules contained under the SEBI(Listing Obligations and Disclosure Regulations) 2015 with regard, inter-alia, to the Corporate Governance details of which are given hereunder:

Board of Directors.

1. Board of Directors comprises with a right mix of whole time and Non-Executive Independent Directors, along with a Woman Director.

Half of the Board of Directors comprises of Independent Directors, with the Chairman being a Promoter & executive Director.. The Directors possess experience in fields as diverse as, finance, management, agriculture and social service. The experience and wisdom of the Directors have proved to be of immense assistance to the Company. The details of Directors seeking re-appointment at the ensuing Annual General Meeting have been attached with the notice of the Annual General Meeting. None of the Directors Related to each other.

2. During the period under report, 50 per cent of the Board was constituted of independent Directors. These independent Directors met all the conditions required of them. i.e. the Directors who apart from receiving sitting fee for attending the meeting of the Board Directors, do not have any other material pecuniary relationship or transactions with the Company, its promoters, its management or its subsidiaries, which, in the judgement of the Board, may affect their independence. The Board has received from each of these directors declaration to the effect that all of them meet the criteria specified under Section 149(6) of the Companies Act, 2013.

The majority of the Independent Directors of the Company separately met once on 13-02-2018 as required under Schedule IV to the Companies Act, 2013 and Regulation 25(3) of the Listing Regulations and all the matters specified in the said schedule were considered in the meeting. No Non- Independent Director and members of the Management were present at the meeting and the meeting reviewed/assessed the following:

(a) Reviewed the performance of None Independent Directors and the Board as a whole;

(b) Reviewed the performance of the Chairman &

Managing Director of the Company taking into consideration the views of Executive and other Non-Executive Directors; and

(c) Assessed the quality, quantity and timeliness of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

The Independent Directors being already familiar with the nature of the Industry, and business model of the company and considering their expert contribution no familiarization program was organized by the company during the year Except Mr. Chandan Mitra, one of the independent Director,, all other Independent Directors were present at t he meeting of Independent Directors and Mr. Abdul Tahir, Independent Director chaired the meeting.

3. During the year under review, the Board of Directors of the Company met for five (5) times

i.e. on 30th May, 2017, for April-June, 2016 quarter, on 14th August, 2017 and 14th Sept., 2017 for July-Sept 2017 for Dec., 2017 Qtr and on 14th February, 2018 for January-March2018 and the period between any two meetings did not exceed one hundred and twenty days. The details of the meeting attended by the Board members is tabulated hereunder:

Names of Directors Category of directors.

No of meetings Eligible to attend

Meetings attended

1 Mr. Sikandar Hafiz Khan Chairman & Mg. Director



2 Mr. Rajendra Malpani Whole time Director



3 Mr. Abdul Tahir Independent Director



4 Mr. Ranjay K. Dawar Independent Director



5 Mr.Chandan Mitra Independent Director



6 Ms.Sanober Bano Whole Time rotational director



As required under SEBI (Listing Obligations and Disclosures Requirement) Regulations, 2015, all the Necessary information was placed before the Board from time to time.

4. The independent Directors of the Company are paid nothing except sitting fee.

5. None of the Directors of the Board serve as members of more than 10 Committees nor are they Chairman of more than 5 Committees, as per the requirements of the SEBI Listing Regulations. "Committees" for this purpose include the Audit Committee Stakeholders ‘Relationship Committee and Nomination and Remuneration Committee.

6. The details of the above are as follows

Name and category of Directors category

Remun eration paid

No. of outside directorship

No of outside Committee positions held

No. of Board Meet -ings atten ded

No. of Audit Committee Meetings attended

No. of NRC Committee Meetings attended

Attend ance atAGM held on 26-12- 2017

1 2








Sikandar Hafiz Khan, Chairman& Mg. Director Chairman & Mg. Director








Mr. Rajendra Malpani, wholetime director Executive Director








Mr. Abdul Tahir, independent director Independe nt non- executve Director








Mr. Chandarn M itra, independent director Independe nt non- executve Director








Mr. Ranjay K. Dawar independent director Independe nt nonexecutive Director








Ms. Sanober Bano, nonexecutive woman director Non executive director








Traditionally, no commission is paid to Directors and, therefore, no provisions for payment of commission to them is made during the period under report.

7. The Company has adopted a Code of Conduct for its Directors and senior managerial personnel and all the Directors and senior management personnel have affirmed compliance with the said Code. All senior management of the Company

has affirmed compliance with the Code of Conduct.

8. Other than transactions entered into in the normal course of business, the Company has not entered into any materially significant related party transactions during the year, which could have a potential conflict of interest between the Company and its Promoters,


The nomination and Remuneration Committee (NRC) of the Company is responsible for deciding competency requirements for the aspirant to the office of director of the Company tailored to the industry norms and strategy of the company. Accordingly, it identifies, meets potential aspirants, examine and measure them on the yardstick of knowledge, skills, and other relevant features before empanelling them for recommending them to the Board.

The NRC has formulated criteria for determining qualifications, positive attributes and independence of Directors in terms of provisions of Sections 178(3) of the Companies Act, 2013, and Listing requirements as under:

1. Independence: An aspirant to the office of directorwill be considered Independent if he/ she meets with the criteria of ‘Independence contemplated Underthe Companies Act, 2013

2. Competency: the aspirant to the office of Director shall be considered competent enough if he possesses a variety of educational qualifications, adequate knowledge and experience qualifications, adequate knowledge and experience of hospitality industry with exposures in the areas of finance, management, accounting, and is able to appreciate the law and regulations governing business environment of the company.

As regards other positive attributes and traits, the NRC is unanimous to the view that the aspirant to the office of director-

1. Should not have any other pecuniary relationship with the Company, its subsidiaries, associates or joints ventures and the Companys promoters, except as provided under law.

2. Should maintain an arms length relationship between themselves and the employees as also with other Directors of the Company, its subsidiaries, associates, joint ventures, promoters and stakeholders

3. No allegations of illegal or unethical behavior must have proved against them in their private/professional lives.

4. Should have sufficient time and energy to devote to the affairs of the Company.


Based on the recommendations of the nomination and remuneration committee (NRC), the board has adopted a Remuneration policy for Directors, key managerial personnel and other Employees. The policy envisages payment of remuneration according to qualification, experience and performance.

The remuneration of the whole-time Directors), is recommended by the Nomination and Remuneration Committee based on factors such as industry benchmarks, the Companys performance vis-a-vis the industry, performance/track record of the. The remuneration of whole time Director(s) is decided by the board of directors within the ceiling specified under Schedule V to the Companies Act, 2013, subject to approval of Members in General Meeting.

For the present, the remuneration structure of the Company is tailored to the low profitability and the

remuneration and comprises only of a fixed component viz, salary, benefits, perquisites and allowances and no performance linked bonus and / or commission is allowed. However, the NRC is vested with powers to recommend annual increments depending upon the performance and other positive attributes.

Keeping in view the financial performance of the Company during preceding three financial years, no commission payable to the Non-Executive Directors is recommended by the NRC. Reimbursement of out of pocket expenses incurred by the Directors for attending the meetings is admissible.


1. Audit Committee:

As per Section 177 of the Companies Act, 2013 the Company has an Audit Committee and the committee has inter alia, the following terms of reference:-

i. Reviewing with management the quarterly/annual

financial statements before submission to the Board for approval, with particular reference to the matters required to be included in the Directors Responsibility Statement to be included in the Boards Report in terms of clause C of sub section 3 of Section 134 of the Companies Act, 2013. Any changes in accounting policies and practices and reasons thereof. Major accounting entries based on exercise of judgment by the Management. Qualifications in the draft audit report. Significant adjustments made in the financial statements, arising out of audit findings. The going concern assumptions. Compliance with Accounting Standards. Disclosure on any related party transactions. Compliance with Listing and other legal requirements relating to financial statements.

ii. Reviewing with the management, performance of statutory and internal auditors and the adequacy of internal control systems.

iii. Discussion with internal auditors on any significant findings and follow-up thereon.

iv. Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the matterto the Board.

v. Discussion with external/statutory auditors before the audit commences, nature and scope of audit, as well as to have post-audit discussion to ascertain any area of concern.

vi. The recommendation for appointment, remuneration and terms of appointment of auditors of the Company.

vii. Review and monitor the auditors independence, performance and effectiveness of audit process.

viii. Examination of the financial statement and auditors report thereon.

ix. Approval or any subsequent modification of transactions of the company with related parties.

x. Scrutinyof Intercorporate loansand investments.

xi. Valuation of undertakings or assets of the company, wherever it is necessary.

xii Evaluation of internal financial controls and risk management systems.

xiii. Monitoring the end use of funds raised through public offers and related matters.

The details of the composition, names of Members of the Audit Committee as well as the number of meetings held and attendance thereat during the year are as under:

Name& designation Office with the Committee



1 Mr. Abdul Tahir, Independent director Chairman



2. Mr. Ranjay K. Dawar Independent Director Member



3 Mr. Rajendra Malpani Independent Director Member



The Audit Committee meetings are attended by invitation by the person heading the accounting function as the manager finance has resigned . The Company Secretary acts as the Secretary to the Audit Committee.

2. Nomination & Remuneration Committee:

As per Section 178(1) of the Companies Act, 2013 and as per the SEBI Listing Regulations the Company has a Nomination & Remuneration Committee under the Chairmanship of Mr. Abdul Tahir, one of the Independent Directors of the Company with Mr. Ranjay K. Dawar, Mr. Chandan Mitra, Independent Directors and Mr. Sikandar Hafiz Khan, Chairman & Managing Director. The Committee functions in accordance with the policy that has been formulated by the Company and the role of the Committee, inter-alia is as under:

1. To identify persons who are qualified to become directors and who are appointed in senior management

2. Recommend to the Board the appointment of directors/senior management and their removal

3. To carry out the evaluation of the performance of key managerial and Senior management personnel

4. To formulate the criteria for discovering qualification, positive attributes and independence of directors and recommending to the Board the policies relating to remuneration for the directors, KMP and other employees.

5. To retain , motivate and promote and to ensure long term sustainability of talented managerial personnel

During the year, the committee met on 14-08-2018 where the reappointment of Mr. Sikandar Hafiz Khan, as Managing Director, was considered under Section 203 of the Companies Act, 2013 and where, except Mr. Chandan Mitra,, all the members were present. Mr. Sikandar hafiz Khan, being interested in the business, did not participate and vote on the resolution.

Considering the requirement of Section 178(2) and (3), the Company developed the criteria and determined qualifications, positive skill sets on the Board, eminent people having an independent standing in their respective field/profession, and relating to the remuneration for the Directors and Key Managerial Personnel and also the Committee had identified the qualified persons to become the Director of the Company and had carried out the evaluation of every Directors performance.

Pursuant to Section 178(3) of the Companies Act, 2013,the Committee recommended to the Board a policy relating to the remuneration for the directors.

During the Calendar Hear 2018, the Committee met on 10-08-2018 where the reappointment of Mr. Sikandar Hafiz Khan, as Managing Director, one of the key Managerial Personnel was considered under Section 203 of the Companies Act, 2013 where, except Mr. Chandan Mitra, all the members were present and Mr. Sikandar hafiz Khan too being interest did not participate and vote on the resolution.

3. Stakeholders Relationship Committee:

Pursuant to section 178(5), of the Companies Act, 2013, Companythehas Stakeholders Relationship Committee Chaired by Mr. Abdul Tahir, an independent Director, with Mr. Ranjay K. Dawar, independent directors and Mr Rajendra Malpani, an Executive director as members not related to the promoters to redress the shareholder and investor complaints like transfer of shares, non receipt of Annual Report, non receipt of dividends etc. Mr. Abdul Tahir, an independent Director heads the Committee and the Secretary of the Company acts as the Compliance Officer to the committee. The company did not receive any complaints from investors during period under report and therefore there were no pending investors complaints

4. Vigil Mechanism /Whistle Blower Policy

Pursuant to provisions contained under section 177 (9) of the companies Act, 2013 read with Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015/Listing Agreement, the Company has adopted a Whistle Blower Policy to provide a mechanism for the Directors and employees to report genuine concerns about any unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct. Underthe mechanism the Chairman of the Audit Committee can be accessed by the Complainant in Genuine and appropriate cases.


1. Risk Management Committee:

Though not mandatory, the Company has constituted a Risk Management Committee and also formulated a

Risk Management policy, which lays down a vigorous and active process for identification and mitigation of risks.

2. Sexual Harassment Policy

Pursuant to Sexual Harassment of Women at Workplace) prevention, Prohibition and Redressal)Act, 2013, the Company has formulated a Sexual Harassment Policy as an addendum to the Staff Rules of the Company. The committee comprises of only female employees.


Remuneration to Non-Executive Directors:

Keeping in view the low profitability of the Company, except payment of sitting fee for attending the meeting nothing is paid to the non-executive and independent Directors.

Details of Remuneration paid to whole-time Directors

The details of remuneration paid to all the whole time during the financial year under report , including the Chairman and Mg. Director along with details of shares held by Directors is given below:

Name of Directors and category of directors

Amount paid (Rs. lacs)

Equity Shares held

1. Mr. Sikandar Hafiz Khan Chairman & Managing Director.



2. Mr. Rajendra Malpani Whole time Director



3. Ms. Sanober Bano Whole time director




Location, date and time of the General Meetings held in the last 3 years are as under:


Date Time

Special Resolutions passed

Registered office of the Company located at:

26th December, 2017


"Reliable House" A-6,Koh-e-Fiza, Indore Road Bhopal-462001

28th December, 2016


30th September, 2015

Appointment of Independent Directors

The special resolutions passed in the previous Annual General Meeting were passed with requisite majority.

Postal Ballot:

The Company did not pass any resolution through postal ballot during the year under report.

Means of Communication:

Quarterly, half-yearly and annual results of the Company were published in leading English and Hindi newspapers.

Newspapers : Dainik Jagran, Hindi News papers,
National pioneer, New Delhi

Besides, the results of the company are placed on website of the BSE and hotel undertaking.

Other Disclosures:

During the year under report, there are no materially significant related party transactions, which have potential conflict with the interest of the Company at large and that therefore the Board of Directors did not receive any disclosures relating to financial and commercial transactions from key managerial personnel of the Company

The Company has complied with the requirements of the Stock Exchanges / Securities and Exchange Board of India/ statutory authorities on all matters relating to capital markets, during the last 3 years.

The Annual Report containing inter alia the financial statement (Audited Accounts), Directors Report (Boards Report), Auditors Report, Secretarial Audit Report and other important information is circulated to the investors. Management Discussion and Analysis and Corporate Governance Report forms part of the Annual Report. The Annual Reports are also available in the Companys web site

The Board of Directors did not receive, any disclosures from KMPs relating to financial and commercial transactions as neither KMPs nor their relatives had any personal interests. During period under report, there were no materially significant related party transactions, having potential conflict with the interest of the Company at large.

The Company has complied with the requirements of the Stock Exchanges / Securities and Exchange Board of India/statutory authorities on all matters relating to capital markets, during the last 3 years. Pursuant to the provisions of SEBI Listing Regulations regarding CFO Certification, the CFO has issued a certificate to the Board, for the year ended March 31,2018.


1. Date and Time ofAGM 29-09-2018 at 4.30 p.m.
2. Venue Registered office, Reliable House,A-6, Koh-e-fiza, Indore Road, Bhopal
3. Registered Office Registered office, Reliable House,A-6, Koh-e-fiza, Indore Road, Bhopal
4. Telephone No. 0755-2539592
5. Facsimile No. 0755-2540442
6. Website www/
7. E-mail

Financial Calendar for the current financial year:

Quarter ending 30th June, 2018


Quarter ending 30th September, 2018


Quarter ending 31st December, 2018


Quarter ending 31st March, 2019


DATE OF BOOK CLOSURE: 23-0-2018 to 29-09-2018

Listing on

Stock Exchanges BSE Ltd.

Equity Shares 11012900


Identification No.(CIN) : L22354MP1992PLC007295

ISINNO. : INE-419HO1019

Stock Code 532124

The Company has paid the annual listing fees to the Stock Exchange in respect of the financial year 2016-17



BSE High


April, 2017









July 2017



August 2017



Sept., 2017



October, 2017






December, 2017



January 2018



Feb. 2018



March 2018



Share Price Movement

Category wise Distribution of Shareholding as on March 31,2017

Category of shareholders

Nos of shares held

% age of total share capital

Promoters, friends, relatives and persons in concert



Non-resident Indians



Indian General Public



Distribution based on script value

Nos of shares held

No. of share holders

%ageof share held

Total amount

%age of amount






5001 to 10000





10001 to 20000





20001 to 30000





30001 to 40000





40001 to 50000





50001to 100000





100001 and above











Investor Correspondence

For any queries, investors are requested to get in touch at the following addresses:- Registrar &Share Transfer Agent

Sharex Dynamic (India) Pvt Ltd.

Unit No1, Luthra Industrial Premises,

Anderi-Kurla Road, Safed Pool, Andheri (east




Reliable Ventures India Ltd.

"Reliable House"

A-6, Koh-e-Fiza,

Indore Road, Bhopal-462001 Phone-0755-2539592 Fax-