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Best Eastern Hotels Ltd.

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Annual Report

For Year :
2018 2016 2015 2014 2013 2012 2011 2010 2009

Director’s Report

The Directors hereby present the 75th Annual Report together with the Audited Statement of Accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS:

Particulars

Rupees in 000’s

Year Ended

Year Ended

31.03.2018

31.03.2017

Revenue

48,391

49,330

Profit before Taxation

1,946

2,235

Less : Provision for Tax

Current Tax

875

1000

Deferred Tax

(1,469)

(249)

Excess / (Short) Provision for Tax Earlier Years

7

-

Profit after Tax for the year

2,533

1,484

Add : Brought forward profit

13,962

12,478

Profit available for appropriation

16,495

13,962

Transfer To General Reserve

Balance carried over to Balance Sheet

16,495

13,962

Operating Results:

The total revenue of the Company for the year ended 31st March, 2018 was stood at Rs. 483.91 lakh (previous year Rs. 493.30 lakh) and the profit before tax is Rs. 19.46 lakh (previous year Rs. 22.35 lakh). The profit after tax is stood at Rs. 25.33 lakh (previous year Rs. 14.84 lakh).

Dividend on Equity and Preference Shares:

Considering the inadequate profit for the year under review of the Company, the Board of Directors regret to recommend any dividend for the year ended 31st March, 2018 on equity as well as preference shares.

Transfer to Reserves:

No amount was transferred to the reserves during the financial year ended 31st March, 2018.

Fixed Deposit:

The Company has neither invited nor accepted any deposits from Public.

Directors:

Mr. Dilip V. Kothari retires by rotation and being eligible offers himself for re-appointment.

The following policies of the company are attached herewith and marked as Annexure 1, Annexure 2 and Annexure 3. Policy on appointment of Directors and Senior Management (Annexure 1)

Policy on Remuneration to Director’s (Annexure 2)

Policy on Remuneration of Key Managerial Personnel and Employees (Annexure 3)

Directors Responsibility Statement:

Pursuant to sub-section (5) of section 134 of the Companies Act, 2013, the Board of Directors of the company hereby state and confirm that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made from the same;

ii) they 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 profits of the Company for that period;

iii) they 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) they have prepared the annual accounts on a going concern basis;

v) they have laid down internal financial controls for the Company and such internal financial controls are adequate and operating effectively; and

vi) they have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

Corporate Social Responsibility (CSR):

The provisions of section 135 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to your company.

However, Company’s social welfare and community development initiatives focus on the key areas of education, health care. As a social responsible Corporate Citizen, the company continues to support a wide spectrum of community initiative through N.G.O.s / Charitable Institutes as well as programs for health, education and environment. Also your company do carry Medical Camps for the locals of Matheran & around on regular Basis, including vaccination for school children. These projects are largely in accordance with Schedule VII of the Companies Act, 2013.

Risk Management:

Risk Management is the process of identification, assessment and prioritization of risks followed by coordinated efforts to minimize, monitor and mitigate/control the probability and/or impact of unfortunate events or to maximise the realization of opportunities. The Company has laid down a comprehensive Risk Assessment and Minimization Procedure which is reviewed by the Board from time to time. These procedures are reviewed to ensure that executive management controls risk through means of a properly defined framework. The major risks have been identified by the Company and its mitigation process/measures have been formulated in the areas such as business, project execution, event, financial, human, environment and statutory compliance.

Vigilance Function:

Your Company has developed a structured mechanism of vigilance functions and its focused towards creation of value for all the stakeholders. The practices involve multi-layer checks and balances to improve transparency. Vigilance Awareness and preventive vigilance activities were continuously carried out during the year. Guidelines of central vigilance commission (CVC) are being followed.

Particulars of Loan, Guarantees and Investments under Section 186:

During the year Company has not given any loan, guarantee or made investment covered under Sec 186 of CA, 2013. Related Party Transactions:

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis and in the ordinary course of business. Please refer point ‘B’ of Note 37 to the Notes to the accounts.

Transactions with related parties entered by the Company in the normal course of business are periodically placed before the Audit Committee for its omnibus approval and the particulars of contracts entered during the year as per Form AOC-2 is enclosed as Annexure -4.

Subsidiaries, Joint Ventures and Associate Companies:

During the year under review, no company has become or ceased to be the Company’s subsidiaries, joint ventures or associate companies.

Details of Significant and Material Orders Passed By the Regulators, Courts and Tribunals:

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company’s operations in future.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013:

The Company is committed to provide a safe and conducive work environment to its employees. During the year under review, no case of sexual harassment was reported.

Material Changes And Commitment If Any Affecting The Financial Position Of The Company Occurred Between The Ends Of The Financial Year To Which This Financial Statement Relate And The Date Of The Report:

No material changes and commitments affecting the financial position of the Company occurred between the ends of the financial year to which this financial statement relate on the date of this report

Meetings:

During the year 4 Board Meetings were held. Meetings were held on 30.05.2017, 13.09.2017, 14.11.2017, 13.02.2018.

Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as “Annexure 5”

Auditors:

M/s Sancheti & Co. (Firm Registration No. 000016C ), Chartered Accountants have been appointed as statutory auditors of the company for a period of five years i.e. from the conclusion of 75th Annual General Meeting to 80th Annual General Meeting subject to ratification by members at every consequent Annual General Meeting in place of the retiring auditors M/s Amar Bafna & Associates, Chartered Accountant (Firm Registration No.114854W). Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting.

Auditors Report:

The comments made in Auditors Report read with notes on accounts are self-explanatory and therefore, in the opinion of the Directors, do not call for any further explanation.

Listing:

The Equity Shares of the Company are listed on Bombay Stock Exchange Ltd., Mumbai. It may be noted that there are no payment outstanding to the said Exchange by way of listing fees etc.

Secretarial Audit Report:

In accordance with Section 204 of the Companies Act, 2013, the Company had appointed MSR& Associates, Company Secretaries as Secretarial Auditors for the financial year ended 31st March, 2018. The Secretarial Auditor’s report forms part of the Annual Report.

Particulars of Employees:

Information as per Section 197 of the Companies Act, 2013 (the ‘Act’) read with the Companies Appointment and Remuneration of Managerial Personnel Rules, 2014 as amended by notification dated. 30/06/2016 list of the top ten employees in terms of remuneration drawn is annexed as Annexure - 2. None of the employees is employed on a remuneration of RS. 8,50,000/- p.m. or Rs. 1,02,00,000/- p.a.

Energy Conservation, Technology Transfer and Foreign Exchange Earnings and Outgo:

Information required to be disclosed pursuant to section 134 (3) (m) of The Companies Act, 2013 read with Rule 8(3) of The Companies (Accounts) Rules, 2014 with respect to conservation of energy, technology absorption and foreign exchange earning & outgo are furnished hereunder:

a) Conservation of Energy: The Company has always given high priority to energy conservation. Constant efforts have been made to reduce energy consumption on continuos basis. Employee awareness and effective monitoring of uses of energy are being pursued. The Company is also examining the use of alternative source of energy. It had already implemented Hot Water System at the hotel site and converting normal lighting to PL/CFL lighting to save fuel and electricity consumption to the considerable extent.

b) Technology Absorption: The Company being in the hospitality industry, its activities do not as such involve any technology absorption or expenditure on research and development. Nonetheless, the Company’s endeavors would be to achieve what is best possible in its business.

c) Foreign Exchange Earnings & Outgo: Rs.0.87 lakh being realization under credit cards (Previous year Rs. 1.39 lakh). Outgo Rs. Nil (Previous year Nil)

Corporate Governance:

Regulation 15 (2 t) of SEBI(Listing Obligations and Disclosure Requirement) Regulations, 2015 in respect of Corporate Governance is not applicable to your Company since the paid up capital of the company is less than Rs. 3 crore.

Acknowledgements:

Your Directors would like to express their sincere appreciation of the co-operation and assistance received from Shareholders, Bankers, Central & State Government, Local Authorities and all other authorities during the year under review. Your Directors also like to thanks to its customers, contractors and suppliers for their continuous support and confidence in its management.

Your Directors would like to appreciate the efforts of the Company’s employees for their continued support extended to the company.

By Order of the Board

Vinaychand Kothari Dilip V. Kothari

Place Mumbai Chairman & Managing Director Jt. Managing Director

Date : 20th July, 2018 DIN: 00010974 DIN: 00011043

Director’s Report