Total Hospitality Ltd Directors Report.

The Board of Directors hereby present their Thirty-fifth Annual Report along with the Audited Financial Statements for the financial year ended on March 31, 2017. The consolidated performance of the Company and its associate has been referred to wherever necessary.

PERFORMANCE HIGHLIGHTS

Standalone

Consolidated
PARTICULARS 2017 2016 2017
Revenue from Operations - - -
Other Income - - -
T otal Revenue - - -
Total Expenditure (3,663,830) (1,862,734) (5,334,233)
Profit/(loss) before Depreciation & Taxes (3,663,830) (1,862,734) (5,334,233)
Depreciation - - (229,334)
Current tax - - -
Deferred Tax - - 43,602
Profit/(Loss) for the Year (3,663,830) (1,862,734) (5,607,169)

MATERIAL CHANGES AND COMMITMENTS

During the year under review, the Company has not made any material changes in the share capital of the Company. There are no material changes or commitments, affecting the standalone financial position of the Company which have occurred between the end of the Financial Year to which the financial statement relates and the date of the report. However, during the year the company has acquired 49% stake in Capitano Health Care Private Limited thereby requiring in addition to standalone financial statements of the company a consolidated financial statement of the company and of its associate in the same form and manner as that of its own which shall also be laid before the annual general meeting of the company along with the laying of its financial statement.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

The Company has acquired 49% equity stake in Capitano Health Care Private Limited during the year. Thereby, making it Associate of the Company. Form AOC-1 is attached herewith and marked as "Annexure-I".

However, the Company does not have any subsidiary/subsidiaries, and Joint Venture Companies within the meaning of the Companies Act, 2013.

PERFORMANCE REVIEW AND STATE OF COMPANYS AFFAIRS

During the year under review, the company has acquired substantial stake in Capitano Health Care Private Limited aggregating to 49% equity shares. During the year under review the Company has suffered a loss of Rs. 3,663,830 as against Rs. 1,862,734 in the financial year 2015-2016. The Board plans to adopt new policies for better market reach in the upcoming Financial Year.

RESERVES

Due to losses incurred during the year, no amount has been transferred to Reserves.

DIVIDEND

The Board of Directors does not recommend any dividend for the financial year ended on 31st March, 2017.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposit which falls under the purview of Chapter V of the Companies Act, 2013 read the Companies (Acceptance of Deposits) Rules, 2014.

CORPORATE GOVERNANCE

At the Company, we constantly strive to evolve and follow up on the Corporate Governance guidelines and best practices The provisions of Corporate Governance is not applicable on the Company in terms of Regulation 15(2) of SEBI (LODR) Regulations, however, as a matter of good practice, a separate section on Corporate Governance and the certificate from the Practicing Company Secretary regarding non applicability of Corporate Governance norms forms part of this Report.

DIRECTORS & THEIR MEETING

During the year, there was no change in the composition of Board of Directors. Although, the Board was not properly constituted as one more Independent Director should be appointed. Due to lack of nomintations, the Board was neither able to find nor identify any individual for appointment to the post of Independent Director. However, the Board has, on the recommendation of the Nomination and Remuneration Committee, has proposed Ms. Isha (DIN: 07045557) to be appointed as an Independent Director on the Board of the Company for a period of 5 years.

In accordance with provisions of the Act and the Articles of Association of the Company, Ms. Divya Seengal (DIN: 00507943), Managing Director is liable to retire by rotation and is eligible for re-appointment.

The Board of Directors met Six (6) times in the year 2016-2017. The details of the Board Meetings and committee meeting along with the attendance of the Directors and members are provided in the Corporate Governance Report.

The company has received declarations under Section 149(7) of the Act, that the Independent Director meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of the SEBI (LODR) Regulations.

KEY MANAGERIAL PERSONNEL

During the year, Mr. Dharamveer Rathore, Chartered Accountant was appointed as Chief Financial Officer in the company on 09/05/2016.

The KMPs during the year were:

i) Ms. Divya Seengal Managing Director

ii) Ms. Garima Munjal Company Secretary

iii) Mr. Dharamveer Rathore Chief Financial Officer

COMMITTEES

The Committee of Directors will function as a bridge between the Board of directors and the Management with a view to

i. strengthen alignment on strategic direction for the business

ii. review periodically the execution of approved strategies

iii. support management with inputs in navigating the transformational journey.

The composition of various Committees is disclosed in the Corporate Governance Report.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

The annual evaluation process of the Board of Directors ("Board"), Committees and individual Directors was carried out in the manner prescribed in the provisions of the Act, Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 5, 2017 and as per the Corporate Governance requirements prescribed by SEBI (LODR) Regulations.

The performance of the Board, Committees and individual Directors was evaluated by the Board seeking inputs from all the Directors and members of respective committee. The "NRC" reviewed the performance of the individual Directors. This was followed by a Board meeting that discussed the performance of the Board, its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning,

etc. The criteria for performance evaluation of Committees of the Board included aspects like composition and structure of the Committees, functioning of Committee meetings, contribution to decision of the Board, etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, integrity etc.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The NRC is responsible for developing competency requirements for the Board based on the industry and strategy of the Company. The Board composition analysis reflects in-depth understanding of the Company, including its strategies, environment, operations, financial condition and compliance requirements. The NRC evaluates on time to time the effectiveness and efficiency of Board, including each time a Directors appointment or reappointment is required, undertake a reference and due diligence and meeting potential candidates, prior to making recommendations of their nomination to the Board. At the time of appointment, specific requirements for the position, including expert knowledge expected, is communicated to the appointee.

The company has already adopted the Remuneration Policy, as amended from time to time. The remuneration policy provides for the following:

a) Selection and procedure for nomination and appointment of Directors and their remuneration

• Responsibilities & obligations of the personnel

• Strategies followed & successfully implemented

• Performance of the Company

• In-depth knowledge & skills required for the job

The basis for determining the remuneration of the Directors, KMPs and other senior managerial personnel are:

The Companys Remuneration policy is a comprehensive policy which is competitive, in consonance with the industry practices and is directed towards rewarding performance based on review of achievements periodically. The policy aims at attracting and retaining high caliber talent and ensures equity, fairness and consistency in rewarding the employees. The Company has a System which aims at focusing and aligning the performance of the individual employees to the organizational objectives. The system involves a comprehensive process which includes different stages like goal setting exercise, performance review ratings and rewards. It ensures that all employees know what is expected of them in their job and are able to measure their performance. The Company endeavors to attract, retain, develop and motivate high performance workforce.

The Managing Director is paid remuneration, if any as approved by the Board of Directors on the recommendation of the Nomination & Remuneration committee.

However, during the year the company has not paid any remuneration to Non-Executive Directors while the Managing Director has not taken any remuneration for carrying out operations of the company properly.

The remuneration for the senior management personnel depends on the caliber of the candidate and increase, if any depend on their performance, update-to-date knowledge and output.

b) Criteria for Determining Qualifications, Positive Attributes and Independence of a Director

The NRC has formulated the criteria for determining qualifications, positive attributes and independence of directors in terms of provisions of Section 178 (3) of the Act and Regulation 19 read along with Schedule II of SEBI (LODR) Regulations. The committee considers the definition of Independent Director. The Committee determines the qualifications to ensure that a transparent board nomination process is in place that encourages diversity of thought, experience, knowledge, perspective, age and gender. The major positive attributes of Directors is compliance with their duties under the Act or SEBI Regulations. Also the duties are laid in the Code of Conduct of the company as hosted on its website.

DETAILS 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

No remuneration was received by any directors in the company during the financial year 2016-17. So, the ratio of remuneration of each director to the median remuneration of the employees of the company for the financial year 2016-17 is 0:25742. The remuneration of employees is as follows:

S. No. NAME DESIGNATION % INCREASE IN REMUNERATION
1. Dharamveer Rathore Chief Financial Officer 20%
2. Garima Munjal Company Secretary & Compliance Officer 20%

There were total 5 permanent employees on the payroll of company and one CS Intern. It is hereby affirmed that the remuneration paid is as per the remuneration policy of the company.

The provisions of Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable on the company.

DIRECTORS RESPONSIBILITY STATEMENT

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors, and the reviews performed by Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Companys internal financial controls were adequate and effective during 2016-17. Accordingly, pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures;

(b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

(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; and

(e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act, 2013 read with rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as at 31st March, 2017 in Form MGT-9 is annexed herewith as "Annexure-II" forming part of the Boards report.

AUDITORS

Statutory Auditors

The appointment of M/s. Gaur Jain & Co., Chartered Accountant (Firm Registration No. 022957N) be and is hereby proposed to be ratified as Statutory Auditor of the Company to hold office from the conclusion of this Annual general meeting until the conclusion of 38th Annual general meeting of the Company. The Auditors Report does not contain any qualification, reservation or adverse remark and do not call for any further explanation/ clarification by the Board of Directors as provided under Section 134 of the Act.

Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors on recommendation of the Audit Committee appointed M/s A. Kaushal & Associates, a firm Company Secretaries in Practice to conduct the Secretarial Audit of the Company for the year ended March 31, 2017. The Report of the Secretarial Audit is annexed herewith as "Annexure-III".

The Board provides clarification on Auditors observation(s) contained in the Report:

a) the Board was not properly constituted as one more Independent Director should be appointed. Due to lack of nomintations, the Board was neither able to find nor identify any individual for appointment to the post of Independent Director.

b) Due to the reason pointed at (i) above, the committees were also not duly constituted for want of Independent Director.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186

During the financial year under review the Company has made the following inter corporate investments that is covered under the provisions of Section 186 of the Companies Act, 2013. The Company has 49% equity stake at par in Capitano Health Care Private Limited. Thereby, acquiring stake and making it our Associate Company.

S.

No.

Name of the Investee Investment made

(in Rs.)

%
1 Capitano Health Care Private Limited 49,00,000 49

RELATED PARTY TRANSACTIONS

The Company has not entered into any related party transaction during the financial year 2016-17 under the provisions of Section 188(1) of the Companies Act, 2013, and therefore, disclosure in Form AOC-2 is not applicable.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Provision of CSR as required by the Companies Act, 2013 is not applicable to the Company, as the Company does not meet the basic criteria of the applicability of the relevant provision. However, the Company is committed to operate and grow in a socially responsible way.

CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION

As required under Section 134(3)(m) of the Companies Act, 2013 read with rule 8 of Companies (Accounts) Rules 2014, details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A) Conservation of energy & Technology absorption:

In the absence of any manufacturing activities during the year under review, no steps were required to be taken for conservation of energy and technology absorption and as such no information is required to be provided under this segment.

(B) Foreign exchange earnings and Outgo:

The Company during the year under consideration has not earned or spent any foreign exchange.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with any instance of fraud and mismanagement. The employees of the Company are free to report violations of any law, rules, regulations and concerns about unethical conduct to the Audit Committee / Managing director as the case may be. The vigil mechanism policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. The policy ensures that strict confidentiality is maintained whilst dealing with the concerns and also that no discrimination with any person for a genuinely raised concern. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The policy of vigil mechanism is available on the Companys website.

RISK MANAGEMENT POLICY

Risks are events, situations or circumstances which may lead to negative consequences on the Companys business. Risk management is a structured approach to manage uncertainty. A formal enterprise wide approach to Risk Management is proposed to be adopted by the Company considering the market conditions for the upcoming project to be undertaken by the company and key risks will now be managed within a unitary framework.

The Company regularly maintains a proper check in normal course of its business regarding the Risk Management. At present, the Company has not identified any element of risk which may threaten the existence of the Company. However, for the upcoming project, the company identifies the fluctuations in Forex market, Country and Political risk needs to be taken care as this may have a major bearing on cost analysis as anticipated.

POLICIES & CODES OF THE COMPANY

The Company has posted the following documents on its website at www.totalhospitality.in

• Code of Conduct for Board Members & Senior Management Personnel

• Policy for Preservation of Documents

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has adequate system of internal control to commensurate with the size, scale and complexity of its operations, to safeguard and protect from loss, unauthorized use or disposition of its assets. All the transactions are properly authorized, recorded and reported

to the Management. The Company is following all the applicable Accounting Standards for properly maintaining the books of accounts and reporting financial statements.

The management monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliances with operating systems, accounting procedures and policies. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the controls.

DISCLOSURE ON SEXUAL HARASSMENT OF WOMAN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace. The company has established the Complaints Committee under the Sexual harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

The committee is constituted with Managing Director and Company Secretary as its members of the Company.

The Company is committed to providing equal opportunities without regard to their race, caste, sex, religion, colour, nationality, disability, etc. All women associates (permanent, temporary, contractual and trainees) as well as any women visiting the Companys office premises or women service providers are covered under this Policy. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment whether physical, verbal or psychological.

During the year the company has widely disseminated the declaration for prohibition, prevention and redressal of sexual harassment at the workplace intended to promote gender sensitive safe spaces and remove underlying factors that contribute towards hostile work environment against women

The annual report as prepared by the Complaints Committee is as follows:

Number of complaints of sexual harassment received in the year NIL
Number of complaints disposed off during the year NIL
Number of cases pending for more than ninety days NIL
Number of workshops or awareness programme against sexual harassment carried out NIL
Nature of action taken by the employer or District Officer NIL

MANAGEMENT DISCUSSION & ANALYSIS

The Management Discussion & Analysis Report on the performance, industry trends and other material changes with respect to the Company is given in "Annexure-IV" forming part of this report.

INVESTOR RELATION

The Company always endeavors to keep timely response to shareholders request/grievances. Priority is accorded to address all the issues raised by the Stakeholders and provide them with satisfactory replies at the earliest. The Stakeholder Relationship Committee (earlier Shareholders and Investor Grievances committee) of the Board meets periodically and review the status of investors grievances.

SIGNIFICANT AND THE MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

ACKNOWLEDGEMENT

The Directors wish to convey their appreciation to its team for their enormous personal efforts as well as their collective contribution. The Directors would also like to thank the employees, shareholders, customers, dealers, bankers, Government and all the other business associates for the continuous support given by them to the Company and their confidence in its management.

On behalf of the Board
Divya Seengal Siddharth Seengal
Managing Director Director
DIN: 00507943 DIN:02182275
04/08/2017 Australia Gurgaon