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Howard Hotels

BSE: 526761|ISIN: INE931B01016|SECTOR: Hotels
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Directors Report Year End : Mar '15    Mar 14
 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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