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DIRECTOR'S REPORT

TGB Banquets and Hotels Ltd.

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Market Cap. (₹) 10.25 Cr. P/BV 0.10 Book Value (₹) 34.12
52 Week High/Low (₹) 21/3 FV/ML 10/1 P/E(X) 0.00
Bookclosure 27/09/2019 EPS (₹) 0.00 Div Yield (%) 0.00
Year End :2016-03 

To,

The Members,

The directors have pleasure in presenting their 17th Annual Report with the Audited Financial Statements for the financial year ended March 31, 2016.

FINANCIAL RESULTS

The financial performance of the Company for the year ended on March 31, 2016 is summarized below:

(Rs,in Lacs)

Particulars

Year ended March 31, 2016

Year ended March 31, 2015

Revenue from Operation

13647.42

13969.49

Other Income

224.92

214.38

Total Revenue

13872.34

14184.37

Less : Operating Expenditure

11495.04

11135.48

Profit from Operations

2377.30

3048.89

Less : Financial Charges

1870.06

2131.01

Less: Depreciation and Amortization

2051.31

2111.21

Profit before tax

(1544.07)

(1193.33)

Less : Provision for taxation

50.00

50.00

Less : Deferred tax Liability

(70.04)

(122.61)

Profit after tax

(1524.03)

(1120.72)

Add : Profit brought forward from previous year

2641.45

3977.63

Less: Adjustment of Fixed Assets

-

(215.46)

Profit available for appropriation

1117.42

2641.45

Profit Carried forward to the Balance Sheet

1117.42

2641.45

* Previous year figures have been regrouped and rearranged wherever considered necessary.

REVIEW OF OPERATIONS

During the financial year 2015-16, your company booked total revenue of ' 13872.34 Lacs as compared to ' 14184.37 Lacs in financial year 2014-15. This year, your company booked operating profit of ' 2377.30 Lacs as compared to ' 3048.89 Lacs in the previous financial year.

DIVIDEND

Looking to the requirement of the funds for internal growth of the Company, the Board of Directors of the Company have decided not to recommend any dividend for the year ended on March 31, 2016.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis for the year under review as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is included in this report as Annexure-"A".

PERFORMANCE OF SUBSIDARY COMPANY

Lov Kush Properties Private Limited, Wholly Owned Subsidiary Company of the Company has not commenced any business operations during the financial year 2015-16. The performance and financial position of the subsidiary are given in Form AOC-1 attached to the Financial Statements for the year ended March 31, 2016.

CONSOLIDATED FINANCIAL STATEMENTS

The accounts of the Lov Kush Properties Private Limited are consolidated with the accounts of the Company in accordance with the provisions of Accounting Standards AS-21 on consolidated financial statement issued by the Institute of Chartered Accountants of India, Companies Act, 2013 read with Schedule III of the Companies Act, 2013 and rules made there under and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The audited consolidated financial statements are provided in this Annual Report.

RELATED PARTY TRANSACTIONS

All transactions entered by the Company during the financial year 2015-16 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 transactions with related parties which could be considered as 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 Company's website at the link: http://www.tgbhotels.com/wp content/uploads/2015/02 /RPT_Po .pdf

Disclosures on related party transactions are set out in note no. 2.24(F) to the financial statements.

DEPOSIT

During the year under review, the Company have not accepted and renewed any deposit from Public within the meaning of Section 73 and 76 of the Companies Act, 2013. All the deposits matured during the year was repaid with ' 1.10 Lacs as principle and interest thereon from time to time. As on March 31, 2016, Deposits of worth ' 9.39 Lacs were yet not matured.

PARTICULARS OF LOAN, GUARANTEE OR INVESTMENT UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The details of loans given, investments made, guarantees given and securities provided under Section 186 of the Companies Act, 2013 have been provided in the notes to the standalone financial statements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the company which have occurred between March 31, 2016 and the date of this Report.

DIRECTORS AND OTHER KEY MANAGERIAL PERSONNEL 1. CHANGES IN THE COMPOSITION OF BOARD OF DIRECTORS

Mr. Mahendra Kumar Bhandari (DIN: 03035629) was appointed as Independent Director of the Company at the last Annual General Meeting (AGM) held on September 23, 2015 for a term of five years from the date of the 16th Annual General Meeting.

2. INDEPENDENT DIRECTORS

The Independent Directors have submitted their declarations of independence as required pursuant to the Section 149(7) of the Companies Act, 2013 stating that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

3. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and in terms of Articles of Association of the Company, Mr. Ramesh K. Motiani (DIN: 00515913) will retire by rotation at the Annual General Meeting and being eligible, offer himself for re-appointment. The board recommends his appointment.

4. RE-APPOINTMENTS/APPROVALS FOR EXECUTIVE DIRECTORS

Mr. Devanand G. Somani (DIN: 00515959), Mr. Hemant G. Somani (DIN: 00515853) and Mr. Ramesh K. Motiani (DIN: 00515913) were re-appointed as a Whole-time Directors, designated as Executive Director of the Company in accordance for continuation of their employment at the last Annual General Meeting (AGM) held on September 23, 2015 for a period of 5(five) years commencing from October 1, 2015.

5. PROFILE OF THE DIRECTORS SEEKING APPOINTMENT / REAPPOINTMENT

As required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Particulars of the Director retiring by rotation and seeking appointment / re-appointment at the ensuing Annual General Meeting is annexed to the notice convening 17th Annual General Meeting.

6. CHANGES IN OTHER KEY MANAGERIAL PERSONNEL

Ms. Madhuri Gurwani was appointed as Company Secretary from December 18, 2015 in place of Mr. Kalpesh Mehta, who has resigned on July 22, 2015, and there was no other appointment or cessation of key managerial personnel during the financial year.

AUDITORS STATUTORY AUDITORS

At the Annual General Meeting held on September 23, 2015 the Members approved the appointment of M/s. O. P. Bhandari & Co., Chartered Accountants, (Firm Registration No. 112633W) as Statutory Auditors to hold office commencing from the Sixteenth Annual General Meeting till the conclusion of the Seventeenth Annual General Meeting of the Company. The Board has proposed the re-appointment of M/s O. P. Bhandari & Co., Chartered Accountants as Statutory Auditors of the Company to hold office commencing from this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company. The appointment is accordingly proposed in the Notice of the current Annual General Meeting vide item no. 3 for approval by Members.

Observations of the auditors in their report together with the notes on accounts are self explanatory and therefore, in the opinion of Directors, do not call for any further explanation.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company with the approval of its Board, appointed M/s. R. S. Sharma & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the financial year ended March 31, 2016. The Secretarial Audit Report is annexed herewith as Annexure- "B". The report of the Secretarial Auditor is self explanatory.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Regulation 17 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Nomination and Remuneration Committee has carried out an annual performance evaluation of the Board as well as the working of its Committees. The manner in which the evaluation has been carried out is explained in the Corporate Governance Report.

REMUNERATION POLICY

The Board has, on the recommendation of Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of the Section 134 of the Companies Act, 2013, the directors confirm that:

a ) in the preparation of the annual accounts for the year ended March 31, 2016, 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 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 profit and loss of the Company for that period;

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;

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; and

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.

BOARD MEETINGS

During the year, Seven Board and four Audit Committee Meetings were convened and held. The details of which are provided in the Corporate Governance Report, forming part of the Directors' Report. The gap between two consecutive meetings was not more than one hundred and twenty days as provided in Section 173 of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company has complied with the Corporate Governance requirements under the Act and as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on detailed report on the Corporate Governance practices followed by the Company along with a certificate from M/s. O. P. Bhandari & Co., Chartered Accountants, confirming the compliance is part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY [CSR]

The Board of Directors of the Company has constituted a Corporate Social Responsibility [CSR] Committee under the Chairmanship of Mr. Narendra G. Somani. Other members of the Committee are Mr. Hemant G. Somani and Mr. Balveermal Singhvi. CSR Committee has recommended to the Board, a CSR Policy, indicating the activities to be undertaken by the Company, which is approved by the Board. The CSR Policy is posted on the website of the Company.

As part of its initiatives under Corporate Social Responsibility [CSR], the Company has contributed for education and eradicating poverty and malnutrition for the year under review. Other details of the CSR activities as required under Section 135 of the Act are given in the CSR Report at Annexure-"C".

INTERNAL CONTROL AND ITS ADEQUACY

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The company's internal control system is commensurate with its size, scale and complexities of its operations.

MANAGING THE RISKS OF FRAUD, CORRUPTION AND UNETHICAL BUSINESS PRACTICES

I. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has established vigil mechanism and framed whistle blower policy for Directors and employees to report concerns about unethical behavior, actual or suspected fraud or violation of Company's Code of Conduct or Ethics Policy. Whistle Blower Policy is disclosed on the website of the Company.

II. TGB BUSINESS CONDUCT POLICY

The Company has framed "TGB Business Conduct Policy". Every employee is required to review and sign the policy at the time of joining and an undertaking shall be given for adherence to the Policy. The objective of the Policy is to conduct the business in an honest, transparent and in an ethical manner.

BUSINESS RISK MANAGEMENT

A well-defined risk management mechanism covering the risk mapping, risk exposure, potential impact and risk mitigation process is in place. The objective of the mechanism is to minimize the impact of risks identified and taking advance actions to mitigate it. The mechanism works on the principles of probability of occurrence and impact, if triggered. Discussion on risks and concerns are covered in the Management Discussion and Analysis Report, which forms part of this Annual Report.

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has a policy against sexual harassment and a formal process for dealing with complaints of harassment or discrimination. The said policy is in line with relevant Act passed by the Parliament in 2013. The Company through the policy ensures that all such complaints are resolved within defined timelines. During the year, no cases were reported to the Company.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with Rule 5[1] of The Companies [Appointment and Remuneration of Managerial Personnel] Rules, 2014 are given in Annexure-"D".

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of Annual Return in Form MGT-9 as required under Section 92 of the Companies Act, 2013 is included in this Report as Annexure-"E" and forms an integral part of this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134[3][m] of the Act read with the Companies [Accounts] Rules, 2014, are provided in the Annexure-"F" and forms part of this Report.

ACKNOWLEDGMENTS

TGB Banquets and Hotels Limited are grateful to the Financial Institutions, Banks and Government Authorities for their continued cooperation, support and guidance. The Company would like to take this opportunity to express sincere thanks to its valued customers for their continued patronage. The Directors express their deep sense of appreciation of all the employees, whose outstanding professionalism, commitment and initiative have made the organization’s growth and success possible and continue to drive its progress. Finally, the Directors wish to express their gratitude to the Members for their trust and support.

For and on behalf of the Board

Place : Ahmedabad Narendra G. Somani

Date : August 10, 2016 Chairman & Managing Director

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