Sagar Tourist Resorts Ltd Directors Report.
The Board of Directors is pleased to present the 29th Annual Report on the business and operations of your Company along with the audited financial statements for the financial year ended 31st March, 2016. The Statement of Accounts, Auditors Report, Boards Report and attachment thereto have been prepared in accordance with the provisions contained in Section 134 of Companies Act, 2013 and Rule 8 of the Companies [Accounts) Rules, 2014.
1. FINANCIAL RESULTS
During the year under review the Company has earned an income of Rs. 130 lakhs [previous year Rs. 109 lakhs) registering an increase of approximately of 13% and the total expenditure has been reduced approximately of 10% in comparison with the previous year. It has made a loss of Rs. 18,61,695/- (previous year loss of Rs. 46,58,546/-) after providing for depreciation of Rs. 12,32,605/- (previous year 11,06,507/-).
2. PERFORMANCE AND AFFAIRS OF THE COMPANY
The year under review was satisfactory for the Company as for the first time the Company has crossed the turnover of Rs. 125 lakhs. This has happened due to improved amenities and rationalization of tariff structure.
3. MATERIAL CHANGES AND COMMITMENTS
Save as mentioned elsewhere in this Report, no material changes and commitments affecting the financial position of the Company have occurred between the end of the financial year of the Company 31st March, 2016andthe date of this report.
4. REPORT ON PERFORMANCE OF SUBSIDIARIES. ASSOCIATES AND TOINT VENTURE COMPANIES
During the year under review, your Company did not have any subsidiary, associate and joint venture Company.
5. PUBLIC DEPOSITS
Your Company has not accepted any deposits from the members and public within the meaning of Section 73 and 76 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014. The question of non-compliance of the relevant provisions of the law relating to acceptance of deposit does not arise.
6. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. Jyoti Sagar (holding DIN 00392818) Director will retire by rotation and being eligible and not being disqualified undersectionl64ofthe Companies Act, 2013, offers himself for re-appointment. Ms. Amla Samanta resigned from the Board of Directors of the Company with effect from 12th February, 2016. The Directors place on record their deep sense of appreciation for the valuable services rendered by Ms. Amla Samanta during her tenure as a Director of the Company.
Except above, there is no change in the composition of the Board of Directors.
(iii) Declaration by an Independent Director (s)
The Company has complied with the provisions of section 149(6) of the Companies Act, 2013. The Company has also obtained declaration from the Independent Director pursuant to section 149 (7) of the Companies Act, 2013.
(iv) Annual Evaluation of Board
Pursuant to the provisions of the Companies Act, 2013, the Board has carried out the annual performance evaluation of its own performance and other Directors. A separate exercise was carried out to evaluate the performance of individual Directors, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, promotion of participation by all directors and developing consensus amongst the directors for all decisions.
7. NUMBER OF BOARD MEETINGS
During the Financial year, total 5 (Five) meetings of the Board of Directors were held on 15/04/2015, 30/05/2015,14/08/2015, 09/11/2015 and 12/02/2016 respectively and the proceedings were properlyrecorded and signed in the Minutes Book maintained for the purpose. The maximum gap between any two Meetings was less than 120 days The Annual General meeting of the Company was held on 4* April, 2016 for the financial year 2014-2015.
The Company has passed resolution by circulation on 13th April, 2 016 for Appointment of Registrar and Share Transfer Agent of the Company
The attendance of the Directors at these Meetings was as under:
|Name of Director||Number of Board meetings attended||Attendance at the AGM|
|Mr. Anand Sagar||5||No|
|Mr. Prem Sagar||5||No|
|Mr. Jyoti Sagar||5||No|
|Mr. Moti Sagar||5||No|
|Mr. Kishore Chawla||5||No|
|Ms. Amla Samanta*||2||No|
* Resigned on 12th February, 2016
8. DIRECTORS RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and explanations obtained by your Directors they make the following statements in terms of Section 134(3) (c)of the Companies Act, 2 013 and hereby confirm that: -
a. in the preparation of the annual accounts, the applicable accounting standards have been followed
along with proper explanation relating to material departures;
b. the directors have selected such accounting policies and applied 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, 2016 and of the loss for the year ended on that date;
c. the directors have taken proper and sufficient care 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;
d. the directors have prepared the annual accounts on a going concern basis;
e. the directors have laid down proper systems financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.
f. 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.
9. AUDIT COMMITTEE:
The Audit Committee of Directors was constituted pursuant to the provisions of Section 177 of the Companies Act, 2013. The Audit Committee comprises of:
1. Mr. Kishore Chawla -Independent Director
2. Mr. Jyoti Sagar -Director.
3. Mr. Anand Sagar -Permanent Invitee, Managing Director
The scope and terms of reference of the Audit Committee have been amended in accordance with the Act and the Listing Agreement entered into with the Stock Exchanges. The Managing Director and Statutory Auditors are permanent invitees to the Audit Committee meetings.
10. NOMINATION AND REMUNERATION COMMITTEE
The Board has in accordance with the provisions of sub-section (3) of Section 178 of the Companies Act,2013, formulated the policy setting out the criteria for determining qualifications, positive attributes, independence of a Director and policy relating to remuneration for Directors, Key Managerial Personnel and other employees. The Nomination and Remuneration Policy is annexed herewith as Annexure.
11. LISTING OF SHARES
Your Companys shares are listed on The BSE Limited (BSE) .All the shares of the Company are in physical Form.
12. PARTICULARS OF EMPLOYEES
None of the Employees were in receipt of remuneration for the year, which in aggregate was more than the limit prescribed under Section 197 (12) of the Companies Act, 2013 read with Rule 5 (2) of the Companies (Appointment & Remuneration of Managerial Personnel) Rules,2014.
13. VIGIL MECHANISM POLICY FOR THE DIRECTORS AND EMPLOYEES
The Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal and unethical behavior.
The Board of Directors of the Company have, pursuant to the provisions of Section 177(9) of the Companies Act, 2013 read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014, framed "Vigil Mechanism Policy" for Directors and employees of the Company to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on raising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.
The employees of the Company have the right/option to report their genuine concern/grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations.
14. CORPORATE GOVERNANCE AND REPORT THEREON
Pursuant to SEBI Circular No. CIR/CFD/POLICY CELL/7/2014 dated 15th September, 2014 Clause 49 of Listing Agreement became non applicable with effect from 01st October, 2014 as the Companys paid up share capital was less than Rs. 10 crores and net worth less than Rs. 25 crores. Also as per Regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the compliance with the Corporate Governance provisions as specified in Regulations 17 to 27 and para C, D and E of Schedule Vis not applicable to the Company as the paid up share capital is less than Rs. 10 crores and net worth is also less than Rs. 25 crores as on the last day of previous financial year. Hence Corporate Governance Report does not form part of Annual Report for the financial year under review.
15. CONSERVATION OF ENERGY. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy, technology absorption, foreign exchange earnings and outgo etc. are given as under:
Conservation of Energy
In pursuit of continuous improvement towards energy conservation and compliance with environmental regulations, few initiatives have been taken and implemented during the year under review. The Company is aware about energy consumption and environmental issues related with it and are therefore, continuously making sincere efforts towards conservation of energy.
Not applicable in view of the nature of activities of your Company i.e. hospitality.
Foreign Exchange Earnings and outgo
There was no Foreign Exchange Earning and out go during the year under review.
16. INTERNAL CONTROL SYSTEMS:
Adequate internal control systems commensurate with the nature of the Companys business, size and complexity of its operations are in place. It has been operating satisfactorily. Internal control systems comprising of policies and procedures are designed to ensure reliability of financial reporting, timely feedback on achievement of operational and strategic goals, compliance with policies, procedure, applicable laws and regulations and that all assets and resources are acquired economically, used efficiently and adequately protected.
17. EXTRACT OF ANNUAL RETURN:
Extract of the Annual Return in form MGT-9 for the financial year ended 31st March, 2015 made under the provisions of Section 92(3) of the Act is annexed as Annexure which forms part of this Report.
(i) STATUTORY AUDITOR
The Statutory Auditors of your Company, M/s. Rajiv Singhi & Associates., Chartered Accountants have been appointed for a period of one year at the previous annual general meeting held on 04/04/2016. The said firm is required to be re-appointed by the shareholders atthis annual general meeting to conduct the audit for the financial year 2016-2017. Auditors have confirmed their eligibility and submitted the Certificate in writing that their appointment would be within the prescribed limit under the Act and they are not disqualified for re-appointment.
The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.
The Board has appointed M/s. Saraf & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company for the financial year 2015-2016. The Report of the Secretarial Audit Report is annexed herewith as Annexure.
The explanation with respect to qualification made by the Secretarial Auditors in the Secretarial Audit Report:
20. HUMAN RESOURCES
Employees are considered to be team members being one of the most critical resources in the business which maximize the effectiveness of the Organization. Human resources build the Enterprise and the sense of belonging would inculcate the spirit of dedication and loyalty amongst them towards strengthening the Companys Polices and Systems. The Company maintains healthy, cordial and harmonious relations with all personnel and thereby enhancing the contributory value of the Human Resources.
21. ENVIRONMENT AND SAFETY
The Company is conscious of the importance of environmentally clean and safe operations. The Companys policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances environmental regulations and preservation of natural resources. There was no accident during the year.
22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate considering the size and operations of the Company.
23. PARTICULARS OF LOANS. GUARANTEES. INVESTMENTS AND SECURITIES
The Company has not given any loan to Director of the Company during the year.
24. PARTICULAR OF CONTRACTS OR ARRANGEMENT WITH RELATED PARTIES
No Transactions are entered with the Related Parties for the year under review. Hence, the provisions of Section 188 of the Companies Act, 2013 are not attracted. Thus disclosure in form AOC-2 is not required.
|Sr. No.||Secretarial Auditors Qualification||Management response thereto|
|1.||As per the information and documents provided by the Management of the Company, the Company has not appointed a Company Secretary and a Chief Financial Officer as per the provisions of Section 203 of the Companies Act, 2013||Efforts were made to identify suitable persons for the said positions. However till date, the Company has not been able to fill the positions in view of the remuneration offered to the candidates considering the accumulated losses of the Company. The Company is in process of filling the said vacancies.|
|2.||As per the information and documents provided by the Management of the Company, the Company has not appointed an Internal Auditor as per the provisions of Section 138 of the Companies Act, 2013||Company has adequate internal control system. Since under Companies Act, 2013, it is mandatory to appoint an Internal Auditor of the Company, the company is taking necessary steps to appoint Internal Auditor.|
|3.||As per the information and documents provided by the Management of the Company, the Company has not filed Annual Filing forms for the Financial Year 2012 13 till date.||The Company is in the process of appointing a Qualified Company Secretary and will complete the compliance of filing the form thereafter.|
|4||As per the Information and documents provided by the Management of the Company, the Company had held its Annual General Meeting on 4th April,2016, resulting into delay of more than 6 months from the closure of the Financial Year as per Section 96 of the Companies Act,2013||The Company was facing Financial Liquidity crunch and skeleton man power. However the AGM was held and convened on 04th April,2016 and due compliance was made in this regard.|
|5||The Company has not maintained the Website of the Company||The Company is facing Financial Liquidity crunch and thus the company will take necessary steps to maintain the same.-|
25. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMAN AT WORKPLACE /PREVENTION. PROHIBITION & REDRESSAL1 ACT. 2013
Your Company is not required to frame any policy as there are no woman employees during the year.
26. CORPORATE SOCIAL RESPONSIBILITY
As per section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred Crore or more, or turnover of rupees one thousand crore or more or a net profit of rupees five hundred crore or more during any financial year shall constitute a Corporate Social Responsibility Committee. Your companies does not fall under the said criteria hence, your company has not formed Corporate Social Responsibility Committee.
27. GENERAL DISCLOSURES
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review: -
1. The Company has not issued any shares with differential rights and hence no information as per provisions of Section 43 (a] pi) of the Act read with Rule 4(4) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
2. The Company has not issued any sweat equity shares during the year under review and hence no information as per provisions of Section 54(l)(d) of the Act read with Rule 8(13) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
3. The Company has not issued any equity shares under Employees Stock Option Scheme during the year under review and hence no information as per provisions of Section 62 (1) (b) of the Act read with Rule 12(9) of the Companies (Share Capital and Debenture) Rules, 2014 is furnished.
4. During the year under review, there were no instances of non-exercising of voting rights in respect of shares purchased directly by employees under a scheme pursuant to Section 67(3) of the Act read with Rule 16 (4) of Companies (Share Capital and Debentures) Rules, 2 014 is furnished.
5. No orders have been passed by any Regulator or Court or Tribunal which can have an impact on the going concern status and the Companys operations in future.
Your Directors wish to thank Bankers, Government authorities and various stakeholders, such as, shareholders, customers and suppliers, among others for their support and valuable guidance to the Company. Your Directors also wish to place on record their appreciation for the committed services of all the Employees of the Company.
|For and On behalf of the Board of Directors|
|Anand Sagar||Jyoti Sagar|
|Date: 12th August, 2016|