Tulip Star Hotels Ltd Directors Report.

To The Shareholders,

Your Directors present herewith the irty Second Annual Report and the audited accounts of the Company for the year ended 31st March 2019.

FINANCIAL RESULTS

The financial results of the Company for the year under review are summarized below:-

(Rs. in lacs)
2018-2019 2017-2018
Loss before Finance Cost & Provision for Taxes 107.31 97.95
Add : Finance Cost 706.77 481.14
Add/Less : Provision for Income Tax (Deferred Tax) (19.45) (94.60)
Loss for the year 794.63 484.49
Add/Less : Total Comprehensive Income 0.57 (11.37)
Profit and Loss Account Balance 2704.05 2230.93
Balance available for Appropriation (3499.25) (2704.05)

On account of legal disputes, your Company did not receive any Hotel Management Fees during the year. the performance of your Company will depend on the time factor involved in the final decision in the ongoing litigation and legal matters.

DIVIDENDS

The Directors regret their inability to recommend dividend.

FINANCE

The total borrowings stood at Rs. 64.74 crores as at March 31, 2019 as against Rs. 58.61 crores as on March 31, 2018. the increase in debt was on account of fresh borrowings, interest and payments on behalf of the Company.

HUMAN RESOURCES

As on 31st March 2019, the Company has 5 employees on its roll, excluding the Executive Director,

DIRECTORS

The Board of Directors, based on the recommendations of Nomination and Remuneration Committee revised, the Siting Fees to Rs. 10,000 from Rs. 2,500 per Board Meeting and the Sitting Fees for attending the Committee Meetings to Rs. 5,000 from Rs. 2,500 per Committee Meeting w the f 01.04.2018.

Dr. Ajit B. Kerkar, retires by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of Companies Act, 2013 and being eligible, offers himself for re-appointment.

The Members voted for the continuation of directorship of Mr. Anthony Bruton Meyrick Good (DIN ; 00189453), aged 86 years, as an Non-Executive Director of the Company with effect from April 1, 2019 as required by the Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the applicable provisions of the Companies Act, 2013 and in accordance with the provisions of SEBI (Listing Obligations and Disclosure Requirements) (Amendment) Regulations 2018 in the poll held pursuant to the Notice dated April 25, 2019. the Voting was carried out by Postal Ballot including E Voting.

BOARD COMMITTEES

Your Company has constituted the following Committees:

Audit Committee

Stakeholders Relationship Committee

Nomination and Remuneration Committee

a. Audit Committee

the Audit Committee of the Company is constituted in line with the provisions of Section 177 of the Companies Act 2013. the Audit Committee oversees of the Companys financial reporting process and the disclosure of its financial information to ensure that the financial statements are correct, sufficient and credible. Composition of the Audit Committee:

Sr. No Name of Director Category
1. Mr. M. Narayanan ( Chairman) Independent, Non Executive
2. Ms. Ramola Mahajani Independent, Non Executive
3. Mr. A. B. M. Good Non Independent, Non Executive
4. Mr. Shailesh S. Mody Independent, Non Executive
5. Mr. Sheel Dhar Pande Independent, Non Executive

All the recommendations of the Audit Committee has been accepted by the Board.

b. Stakeholders Relationship Committee

the Stakeholders Relationship Committee is primarily responsible to review all matters connected with the Companys transfer of securities and redressal of shareholders / investors / security holders complaints. the Committee also monitors the implementation and compliance with the Companys Code of Conduct for Prohibition of Insider Trading.

Composition of the Stakeholders Relationship Committee

Sr. No Name of Director Executive/Non Executive
1. Mr. M. Narayanan (Chairman) Independent, Non Executive
2. Mr. Pesi S. Patel Independent, Non Executive
3. Ms. Ramola Mahajani Independent, Non Executive
4. Mr. Sheel Dhar Pande Independent, Non Executive

c. Nomination and Remuneration Committee

the Nomination and Remuneration Committee shall identify persons who are qualified to become Directors and who may be appointed in Senior Management in accordance with the criteria laid down, recommend to the Board their appointment and removal and shall carry out evaluation of every Directors performance. the Committee shall formulate the criteria for determining qualifications, positive attributes and independence of a Director and recommend to the Board a policy, relating to the remuneration for the Directors, Key Managerial Personnel and other Employees.

Composition of the Nomination and Remuneration Committee is as under

Sr. No Name of Director Executive/Non Executive
1. Mr. Pesi S. Patel (Chairman) Independent, Non Executive
2. Ms. Ramola Mahajani Independent, Non Executive
3. Mr. M. Narayanan Independent, Non Executive
4. Mr. Sheel Dhar Pande Independent, Non Executive
5. Dr. Ajit B. Kerkar Non Independent, Executive Director

PUBLIC DEPOSITS

During the financial year 2018-19, your Company has not accepted any deposit within the meaning of Sections 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposits) Rules, 2014.

MATERIAL CHANGES AND COMMITMENT, IF ANY, AFFECTING FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT

There has been no material change and commitment, affecting the financial performance of the Company occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this Report.

DETAILS ON INTERNAL FINANCIAL CONTROLS RELATED TO FINANCIAL STATEMENTS

The Company has in place internal financial control systems, commensurate with the size and scale of operations.

DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has zero tolerance for sexual harassment at its workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace.

PARTICULARS OF INFORMATION FORMING PART OF THE BOARDS REPORT PURSUANT TO SECTION 134 OF THE COMPANIES ACT, 2013, RULE 8 OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 EXTRACT OF ANNUAL RETURN (MGT 9)

Pursuant to Section 92 of Companies Act, 2013, every Company is required to prepare Annual Return for the end of previous financial year. Under subsection (3) of the said Section, it is also mandatory to enclose the extract of the Annual Return with Directors Report. the extract of the Annual Return as prescribed is enclosed as Annexure I to the Directors Report.

DETAILS OF BOARD MEETING HELD

Four Board Meetings were held during the year. the Board of Directors of your Company met on May 29, 2018, August 13, 2018, November 13, 2018 and February 13, 2019.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134 of the Companies Act, 2013, with respect to Directors Responsibility Statement, it is hereby confirmed that:

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) they have selected such accounting policies and applied them consistently and made judgements 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 loss of the Company for year ended on that date;

(c) they 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) they have prepared the annual accounts on a going concern basis; and

(e) they 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Listing Regulations, 2015.

COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

the Board had on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management Personnel and their remuneration. the Company has no employee mentioned in Section 197 of Companies Act, 2013 read with Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

AUDITORS & AUDITORS REPORT

Members at the 30th Annual General Meeting appointed M/s. K A M G & Associates, Chartered Accountants (Firm Registration No. 311027E) as the Statutory Auditors of the Company to hold office for 5 (five) consecutive years till the conclusion of the Annual General Meeting to be held in the year 2022. Pursuant to the Companies Amendment Act, 2018 the Company need not pass any resolution for appointment of Auditors at every Annual General Meeting if Auditors have been appointed for fixed term of 5 years and there is no change in Auditors is required. M/s. K A M G & Associates, Chartered Accountants (Firm Registration No. 311027E) have also given a written consent to the Company for appointment as Auditors and has also given a certificate that they satisfy the criteria prescribed in Section 141 of the Act and their appointment, if made, shall be in accordance with the conditions laid down under the Act and Rules.

As such M/s K A M G & Associates will continue to be Statutory Auditor of the Company and will audit the Book of Accounts of the Company for Financial Year 2019-20.

With respect to the observations of the Auditors in the Main Report / Annexure to their Report, the response of the Management is as under :Main Report: the financial controls are commensurate to the scale of business and all the important and significant transactions of the Company are closely monitored by the Management of the Company under the superintendence of the Board.

Annexure:

Clause iii and Clause iv – Loans given.

the loan to V Hotels Ltd., the Company has 50 percent stake in V Hotels Ltd. In view of the present financial position of V Hotels Ltd. it was decided not to charge interest. the financial position of V Hotels Ltd. is expected to strengthen once the legal disputes are resolved. the stake in V Hotels Ltd. was acquired when V Hotels Ltd. was wholly owned subsidiary of the Company.

the loan was given to Banzai Estates Private Limited, at interest @18% p.a. against the security of the premises admeasuring about 3,000 Sq ft. which is being occupied as a Corporate Office of the Company. is loan was given at the time when the Company was to manage its hotel in Chennai. Banzai Estates Private Limited dropped its plan of hotel and its not paying any interest. However, the Company is in possession of the said premises and is occupying the same. Clause vii (a) regarding delays in payment of statutory dues: Due to liquidity problems faced by the Company, there has been a delay in payment of the statutory dues.

SECRETARIAL AUDIT REPORT

Secretarial Audit has been introduced under Companies Act, 2013. It is compliance audit, by Independent Practicing Company Secretary. As per Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, every listed company is required to obtain ‘Secretarial Audit Report from Independent Practicing Company Secretary.

SECRETARIAL STANDARDS

During the year, the Company has complied with the applicable Secretarial Standards.

LOANS, GUARANTEES & INVESTMENTS AS OF MARCH 31, 2019

Loans Rs. 37,00,00,000
Guarantees Rs. 133,52,00,000
Investments Rs. 22,03,57,000

ere were no loan, guarantee and investment made during financial year 2018-19.

the Members consented to increase the limits, applicable for making investments / extending loans and giving guarantees or providing securities in connection with loans to Persons / Bodies Corporate, to Rs. 1,000 Crores in the poll held pursuant to the Notice dated April 25, 2019. the Voting was carried out by Postal Ballot including E Voting.

RELATED PARTY TRANSACTIONS

All transactions entered into with the Related Parties as defined under the Companies Act, 2013 during the financial year were in the ordinary course of business and on arms length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. ere were no Material Related Party Transactions during the year. us, disclosure in Form AOC-2 is not required.

REPORTING OF FRAUDS

There was no instance of fraud during the financial year 2018-19, which required the Statutory Auditors to report to the Audit Committee and/or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

the Company has no activity relating to conservation of energy or technology absorption. the Company did not have any foreign exchange earnings as well as there are no outgoings during the year.

ANNUAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

the Board of Directors has carried out an annual evaluation of its own performance, its Committees and Individual Directors pursuant to the requirements of the Act and the Listing Regulations, 2015.

Further, the Independent Directors, at their exclusive meeting held during the year reviewed the performance of the Board, its Chairman and Non-Executive Directors and other items as stipulated under the Listing Regulations, 2015.

INFORMATION FORMING PART OF THE DIRECTORS REPORT PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

the relevant information pursuant to Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is enclosed as Annexure II to this Report.

VIGIL MECHANISM

the Company has formulated and implemented the Whistle Blower Policy / Vigil Mechanism. is has provided a mechanism for Directors and Employees of the Company and other persons dealing with the Company to report to the Chairman of the Audit Committee; any instance of unethical behavior, actual or suspected fraud or violation of the Companys Code of Conduct.

CORPORATE GOVERNANCE REPORT

In terms of Regulation 27(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 has exempted companies for the time being having paid up share capital not exceeding INR 10 crores and net worth not exceeding INR 25 crores, as on the last day of the previous financial year. Accordingly, the Corporate Governance Report does not form part of the Annual Report for the financial year 2018-19.

POLICIES

In accordance with the requirements of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 the Board of Directors of the Company has framed the following policies:

Remuneration Policy

Policy on Related Party Transactions

Code of practices and procedures for fair disclosure of unpublished price sensitive information

Code of Conduct to regulate, monitor and report trading by insiders

Archival policy

Policy for preservation of documents

Policy for determination of materiality of events

the above policies are up-loaded on the Companys website, under the web-link www.tulipstarhotel.com

ORDERS BY REGULATORS, COURTS OR TRIBUNALS

No significant and/or material orders were passed by any regulator or court or tribunal impacting the going concern status and the Companys operations in future.

GROUP

Pursuant to intimation from the Promoters, the names of the Promoters and entities comprising "group" are disclosed below for the purpose of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011:

Sr. No. Name Shares held
1. Cox & Kings Limited 14,02,500
2. Liz Traders And Agents Private Ltd. (Formerly known as Liz Investments Private Limited) 6,66,930
3. Sneh Sadan Traders And Agents Limited (Formerly known as Sneh Sadan Graphic Services Limited) 2,83,000
4. Dr. Ajit B. Kerkar / Mrs. Elisabetha Kerkar 2,74,070

ACKNOWLEDGEMENTS

Your Directors take this opportunity to express their sincere gratitude to the Shareholders for their continued support.

For and on behalf of the Board
Place: Mumbai A. B. M. Good
Date: May 29, 2019

Chairman

(DIN: 00189453)