| DEAR MEMBERS,
The Director's have pleasure in presenting the Twenty Sixth Annual
Report of the Company together with the Audited Accounts for the year
ended 31st March 2015.
FINANCIAL HIGHLIGHTS
The Performance of the Company for the financial year ended 31st March
2015 is summarized below:
(Rs. in Lacs)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
(2014-15) (2013-14)
1. Total Income 947. 96 982.89
Less: i) Operating, 832.39 828.07
Administrative & other Exp.
2. Earning before interest 115. 57 154.81
and depreciation
Less: i) Interest 25.67 26.63
ii) Depreciation 68.14 86.90
3. Profit before Tax 21.76 41.29
Less: provision for Tax
i) Current 4.15 7.87
ii) Deferred 4.74 16.63
iii) Earlier year Tax 0.05 -
iv) MAT Credit (4.15) (7.87)
4. Profit after Tax 16.97 24.66
Add: Balance of Profit as per 299.47 274.80
last Balance Sheet
Less: Adjustment of depreciation on 7.91 -
account of change in
estimated life of
fixed assets
5. Balance available for 308.53 299.46
appropriation
COMPANY'S PERFORMANCE
During the year under review, the Company has total revenues of 947.96
Lacs as compared to 982.89 Lacs during the previous year. The net
profit for the year under review has been 16.97 Lacs as against 24.66
Lacs during the previous year. Your directors are continuously looking
for avenues for future growth of the Company in Hotel Industry.
DIVIDEND
The Company has decided to plough back its entire profits for future
developments. Hence no dividend is recommended for the year under
review.
RESERVES
The appropriations for the year are:
(Rs. in Lacs)
PARTICULARS CURRENT YEAR PREVIOUS YEAR
(2014-15) (2013-14)
Securities Premium A/c as 40.50 40.50
per last Balance Sheet
Addition during the year - -
(a) 40.50 40.50
Balance in P&L A/c as per 299.47 274.80
last Balance Sheet
Addition during the year 16.97 24.66
Adjustment of depreciation 7.91 -
on account of change in
estimated life of fixed assets
(b) 308.53 299.47
Total Reserve & Surplus 349.03 339.97
(2 b)
PAID UP CAPITAL
As at March 31,2015 As at March 31,2014
PARTICULARS (Rs. in Lacs) (Rs. in Lacs)
SHARE CAPITAL
Authorised Shares 1,000.00 1,000.00
1,00,00,000 Equity
Shares of 10 each
Issued, Subscribed & 911.32 911.32
fully paid up shares
91,13,200 Equity Shares
of Rs.10 each fully paid up
PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
Particulars of contracts Or arrangements with related parties referred
to in Section 188(1) of the Companies Act,2013, in the prescribed form
AOC-2, is appended as Annexure- IV to the Board's Report.
All contracts / arrangements / transactions entered by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party
transactions. The Policy on materiality of related party transactions
and dealing with related party transactions as approved by the Board
may be accessed on the http://www.howardhotelsltd.com/Other
Reports/Policy on Related Party Transactions
PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND
SECURITIES PROVIDED
Loans, guarantees and investments covered under Section 186 of the
Companies Act,2013 form part of the notes to the financial statements
provided in this Annual Report.
ACCEPTANCE OF DEPOSITS
The Company has not accepted any deposits from public within the
meaning of Section 73 of the Companies Act, 2013, and the Companies
(Acceptance of Deposit) Rules, 2014 , during the year under review.
EXTRACT OF ANNUAL RETURN
Extract of Annual Return of the Company is annexed herewith as Annexure
I to this Report.
BOARD DIVERSITY
The Company recognises and embraces the importance of a diverse board
in its success . We believe that a truly diverse board will leverage
difficulties in thought, perspective, knowledge, skill, regional And
industry experience, culture and geographical background, age,
ethnicity, race, gender, which will help us retain our competitive
advantage. The Board has adopted the Board Diversity policy as well
which is available on our website http://www.howardhotelsltd.com.
MEETINGS OF THE BOARD
Six meetings of the Board of Directors were held during the year. For
further details, please refer report on Corporate Governance of this
Annual Report. The intervening gap between any two meetings was within
the period prescribed by the Companies Act,2013.
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board, and
separate its functions of governance and management. As on March
31,2015, The Board consist of 6 members, three of whom are
executive/whole-time directors and three are independent directors. The
Board periodically evaluates the need for change in its composition and
size.
The policy of the Company on director's appointment and other matters
provided under sub section 3 of section 178 of the Companies Act, 2013
can be assessed at http://www.howardhotelsltd.com/Other Reports/Policy
for Selection of Directors and Determining Directors independence.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the Company confirming that they meet the criteria of
independence as prescribed both under the Act and Clause 49 of the
Listing Agreement with the Stock Exchanges.
BOARD EVALUATION
The Company has devised a Policy for performance evaluation of
Independent Directors, Board, Committees and other individual Directors
which includes criteria for performance evaluation of the non-executive
directors and executive directors which can be assessed at
http://www.howardhotelsltd.com/Other Reports/Policy for selection of
Directors and determining Directors independence and
http://www.howardhotelsltd.com/other Reports /Nomination and
remuneration Policy.
REAPPOINTMENTS AND RESIGNATIONS/APPOINTMENTS
At the ensuing Annual General Meeting Mr. Rakesh Kumar Agarwal and Mr.
Ravi Kant Bansal, Directors of the Company, will retire by rotation
and, being eligible; offer themselves for reappointment in terms of
provisions of Companies Act, 2013 read with Articles of Association of
the Company. Mr. Sanjay Kumar Pathak demitted office as a Director with
effect from March 30, 2015.The Board places on record its deep
appreciation for the valuable contribution made by him during his
tenure as Director of the Company. Mrs. Alka Agarwal was appointed as
an Additional Director at the Board meeting held on March 30,2015
seeking Shareholder's approval in this Annual General Meeting.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(3)(c) of the Companies Act, 2013, we hereby
state:
i) .that in the preparation of the Annual Accounts, the applicable
accounting standards have been followed along with proper explanation
and that there are no material departures;
ii) .that 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 as at March 31, 2015 and of the profit and
loss of the Company for that period;
iii) that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act,2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
iv).that the directors have prepared the Annual Accounts on a going
concern basis.
v) .that 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.
vi) . that 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.
AUDITORS AND AUDITORS' REPORT
STATUTORY AUDITORS
M/s. P. C. Bindal & Co., Chartered Accountants, New Delhi, the
Statutory Auditors of the Company are the retiring Auditors and being
eligible, offers themselves for re-appointment. The Certificate u/s
139(1) of the Companies Act, 2013 has been obtained from them and they
are not disqualified for such re-appointment within the meaning of
Section 141 of the said Act. Your directors recommend the ratification
for reappointment of Statutory Auditors to hold office until the
conclusion of the next Annual General Meeting of the Company.
SECRETARIAL AUDITOR
The Board has appointed Mr. Satyendra Sharma, Practising Company
Secretary, to conduct Secretarial Audit for the financial year 2014-15.
The Secretarial Audit Report for the financial year ended March 31,
2015 is annexed herewith marked as Annexure II to this Report. The
Secretarial Audit Report does not contain any qualification,
reservation or adverse remark.
INTERNAL AUDITOR
The Board has appointed an Internal Auditor to conduct the Internal
Audit for the financial year 2014-15. The Internal Audit Report for the
financial year ended March 31, has been submitted to the Company and it
does not contain any qualification, reservation or adverse remark.
ACCOUNTS & AUDIT
The observations of Auditors in their report, read with the relevant
notes to accounts, are self-explanatory and do not require further
explanation. There are no qualifications, reservations or adverse
remarks or disclaimers made by P.C.Bindal & Co., Chartered Accountants,
Statutory Auditors, in their report and by Mr. Satyendra Sharma,
Company Secretary in Practice, in his Secretarial Audit Report. The
Statutory Auditors have not reported any incident of fraud to the Audit
Committee of the Company in the year under review.
REGULATORY ACTIONS
The following regulatory actions are pending as on date March 31, 2015
Name of the Nature Amount Period to
Statute of Dues (Rs. in lacs) which Amount
relates
Sales Tax Sales Tax 1.57 2009-10 to 2012-13
Act Demand
Provident Provident Fund 9.19 01/04/1996 to 31/01/2014
Fund Penalty
Name of the Forum where dispute is pending
Statute
Sales Tax Sales Tax Appellate tribunal
Act
Provident Asstt. /Regional Commissioner,
Fund Provident Fund
CASH FLOW ANALYSIS
The Cash Flow Statement for the year, under reference in terms of
Clause 32 of the Listing Agreement entered by the Company with the
Stock Exchanges, is annexed with the Annual Accounts of the Company.
DISCLOSURES:
AUDIT COMMITTEE
The Audit Committee comprises Independent Directors namely Mr. Rakesh
Kumar Agarwal (Chairman), Mr. Ravi Kant Bansal and Mrs. Alka Agarwal as
other Members. All the recommendations made by the Audit Committee were
accepted by the Board.
WHISTLE BLOWER POLICY & VIGIL MECHANISM COMMITTEE
The Company promotes ethical behavior in all its business activities
and has put in place a mechanism for reporting illegal or unethical
behavior. The Company has a Vigil mechanism and Whistle blower policy
under which the employees are free to report violations of applicable
laws and regulations and the Code of Conduct. The reportable matters
may be disclosed to the Audit Committee. Employees may also report to
the Chairman of the Audit Committee. During the year under review, no
employee was denied access to the Audit Committee. The report is
annexed herewith as Annexure III to this Report.
PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required
under Section 197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 are
annexed herewith marked as Annexure V.
In terms of the provisions of Section 197(12) of the Act read with
Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, during the year under review, no
employee, whether employed for the whole or part of the year, was
drawing remuneration in excess of the limits set out in the said rules.
Hence the details required under the said Rules are not given.
Having regard to the provisions of the first proviso to Section 136(1)
of the Act and as advised. The full Annual Report including the
aforesaid information is being sent electronically to all those members
who have registered their email addresses and is available on the
Company's website.
CORPORATE GOVERNANCE
As per clause 49 of the Listing Agreement, a separate section on
Corporate Governance forms part of the Annual Report. A certificate
from the Auditors of the Company regarding compliance with the
conditions of Corporate Governance as stipulated under clause 49 of the
Listing Agreement is also separately given in Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis of financial condition and
results of operation of the Company for the year under review, as
required under clause 49 of the Listing Agreement with the stock
exchanges, is given separately under the head "Management Discussion &
Analysis Report" in Annual Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
Particulars required under Section 134 (3) (m) of the Companies Act,
2013 read with Rule 2 of the Companies (Disclosure of Particulars in
the Report of Board of Directors) Rules, 1988 are given as under:
A) Conservation of energy:
(i) the steps taken or impact on The Energy Conservation efforts
conservation of energy; in the Company are being pursued
on a continuous basis and the
Company is making its full efforts
to minimize wastage and to make
optimum utilization of energy.
(ii) the steps taken by the company
for utilizing alternate sources N.A.
of energy;
(iii) the capital investment on
energy conservation equipments; N.A.
B) Technology absorption:
(i) the efforts made towards N.A.
technology absorption;
(ii) the benefits derived like product N.A.
improvement, cost reduction,
product development or import
substitution;
(iii) in case of imported technology N.A.
(imported during the last three
years reckoned from the beginning
of the financial year)-
(a) the details of technology
imported; N.A.
(b) the year of import; N.A.
(c) whether the technology N.A.
been fully absorbed;
(d) if not fully absorbed, areas N.A.
where absorption has not taken
place, and the reasons thereof; and
(iv) the expenditure incurred on N.A.
Research and Development.
C) Foreign Exchange Earnings & Outgo
(Rs. in Lacs)
March 31,2015 March 31,2014
Total Foreign Currency Earned 44.86 58.81
Total Foreign Currency Outgo (traveling) 0.63 1.36
CORPORATE SOCIAL RESPONSIBILITY
The Company has not constituted the Corporate Social Responsibility
(CSR) Committee in accordance with Section 135 of the Companies Act,
2013 as the said provision is not applicable to the Company.
INDUSTRIAL RELATIONS
The industrial relations remained cordial and peaceful throughout the
year in the Company. The Directors wish to place on record their
appreciation for the contribution of the workers and officers of the
Company at all level.
DEPOSITORY SYSTEMS
As the members are aware, the Company's shares are compulsorily
tradable in electronic form. As on March 31, 2015, 83.14% of the
Company's paid-up capital representing 7576938 Equity Shares is in
dematerialized form with both the depositories as compared to 82.94%
representing 7558638 equity shares for the previous year ending March
31,2014.
Your Company has established connectivity with both depositories -
National Securities Depository Limited (NSDL) and Central Depository
Services (India) Limited (CDSL) through RTA i.e. M/s. Link Intime India
Pvt. Ltd.
ACKNOWLEDGEMENT
The Board acknowledges with gratitude the assistance, co-operation and
encouragement extended to the Company by Central Government, State
Government, Financial Institutions, SEBI, Stock Exchanges, Custodian,
Regulatory/Statutory Authorities, Registrars & Share Transfer Agent and
other related Department of Tourism. Your directors thank the
customers, client, vendors, dealers, Company's bankers and other
business associates for their continuing support and unstinting efforts
in the Company's growth. The Board also wishes to place on record their
deep appreciation for the commitment displayed by all the executives,
officers and staff, resulting in successful performance during the
year. The company has achieved impressive growth through the
competence, hard work, solidarity, cooperation and support of employees
at all levels. Your Directors are also thankful to the stakeholders,
shareholder and depositors for their continued patronage.
For & on behalf of
Board of Directors of
HOWARD HOTELS LIMITED
Sd /-
Place: Agra [Nirankar Nath Mittal]
Date: August 03 ,2015 Chairman & Managing Director
[DIN: 01533102]
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