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The Byke Hospitality Ltd (BYKE) -BSE
16.95 -1.05 (-5.83%) 16-Aug-2019 |00:00
PREV.CLOSE OPEN PRICE HIGH(Rs) LOW(Rs) VOLUME(Rs) 52AVG.RANGE MARKET CAP(Rs.Cr) P/E Div Yield (%) Eps (Rs)
18 17.2 17.3 16.9 6310 112 - 16.9 67.97 42.38 0 0.4
Directors Report

Dear Members,

The Board of Directors of your Company, with immense pleasure, present the Twenty Eight Annual Report of your Company along with the Audited Balance Sheet, Profit and Loss Account and Cash Flow Statement, Schedules and Notes to Accounts for the year ended March 31, 2018.

FINANCIAL PERFORMANCE

The Company's financial performance, for the financial year ended March 31, 2018 on standalone basis is summarized below:

PARTICULARS Year Ended March 31, 2018 Year Ended March 31, 2017
Income:
Income from Operations 17,741.01 26,997.68
Other Income 76.71 64.76
Total Income 17,817.72 27,062.44
Expenditure:
Less: Operating & Other Expenses 10,870.54 20,779.96
Profit before Depreciation, Finance Costs and Tax 6,947.18 6,282.48
Less: Depreciation 1,364.73 1,277.01
Less: Finance Costs 75.00 109.26
Profit before Tax 5,507.45 4,896.21
Less: Provision for Taxes 1,906.02 1,694.43
Profit after Tax 3,601.43 3,201.78
Less: Other Comprehensive Income for the year (net of taxes) 2.10 0.88
Total Comprehensive Income for the year 3599.33 3200.91
Add: Surplus brought forward from the previous year 9,082.20 6,363.90
Less: Prior period item 19.51 -
Amount available for appropriation 12,662.02 9,564.81
Appropriations:
Dividend
A dividend of 10% i.e. H1/- per Equity Share was recommended by the Board of Directors on May 28, 2018
(In respect of the previous year, a final dividend of 10% i.e. H1/- per Equity Share was declared and paid to the Members) 400.98 400.98
Tax on Dividend 81.63 81.63
Amount transferred to General Reserve - -
Surplus carried forward 12,179.41 9,082.2

DIVIDEND

Based on the Company's performance, the directors are pleased to recommend for approval of members a final dividend of 10% i.e. H1.00 per share on equity share of H 10/- each, for the financial year ended March 31, 2018. The proposed final dividend is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on September 27, 2018 for the financial year ended March 31, 2018. The dividend would involve a cash outgo of H400.98 lakhs towards dividend and H81.63 lakhs towards tax on dividend.

TRANSFER TO RESERVES:

The Company did not transfer any amounts to General Reserve during the year.

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS

The particulars of loans, guarantee and investments has been disclosed in the Financial Statements.

DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposit from public was outstanding as on the date of the balance sheet.

RELATED PARTY TRANSACTION

All Related Party Transactions entered during the financial year were on an arm's length basis and in the ordinary course of the Business.

Company has formulated policy on materiality of Related Party Transaction. The policy is available on the Company's website http:// thebyke.com/corporate-governance/

Since all related party transaction entered into by the company were on an arm's length basis and in the ordinary course of business, Form AOC-2 is not applicable.

EXTRACT OF ANNUAL RETURN

The extract of Annual Return in Form MGT — 9, as provided under Section 92 (3) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is annexed hereto as ANNEXURE - A to this Report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Reappointment of Mr. Vikash Agarwal

In accordance with the provision of the Act, Mr. Vikash Agarwal retires by rotation in the forthcoming Annual General Meeting and being eligible for re-appointment. The Board of Directors recommends his re-appointment.

Resignation of Mr. Mihir Sarkar

During the year under review, Mr. Mihir Sarkar (DIN No. 02061972) Executive Director of the Company resigned from the Directorship of the Company with effect from October 06, 2017.

Resignation of Mrs. Sudha Gupta

During the year under review, Mrs. Sudha Gupta (DIN No. 01749008) Independent Director of the Company resigned from the Directorship of the Company with effect from October 06, 2017.

Appointment of Company Secretary

During the year under review Ms. Ankita Sharma was appointed as the Company Secretary & Compliance Officer with effect from February 12, 2018 in place of Ms. Neha Mankame who tendered her Resignation.

Mr. Anil Patodia Managing Director of the Company, Mr. Sumit Bajaj Chief Financial Officer of the Company, Ms. Ankita Sharma Company Secretary of the Company are the Key Managerial Personnel of the Company.

BOARD EVALUATION

The Board of Directors have carried out an annual evaluation of their own performance, board committees and individual directors pursuant to provisions of the Act and the corporate governance requirement as prescribed by the Securities and Exchange Board of India (Listing Obligation & Disclosure Requirement) Regulation 2015.

The performance of the board was evaluated by the board after taking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of board process, information and functioning, etc. as provided through the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India on January 5, 2017.

In a separate meeting of Independent directors which was held on February 12, 2018, performance of non-independent directors

and the board as whole was evaluated. Performance evaluation of Independent Directors was done by the entire board, excluding the independent director being evaluated.

DECLARATION BY INDEPENDENT DIRECTORS

As on March 31st, 2018, your Company has following Independent Directors:

1. Mr. Ram Ratan Bajaj

2. Mr. Ramesh Vohra

3. Mr. Bharat Thakkar

4. Mr. Sandeep Singh

5. Mr. Dinesh Goyal

In pursuance of Section 149(7) of the Companies Act, 2013, all the Independent Directors of the Company have submitted, a declaration, under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the LODR, that they meet the criteria of independence.

COMMITTEES OF THE BOARD

As on March 31st 2018, your Board has following Statutory Committees:

a) Audit Committee

b) Nomination and Remuneration Committee

c) Stakeholders Relationship Committee

d) Corporate Social Responsibility Committee

e) Risk Management Committee

The details of the composition, meetings held during the year and attendance of the meetings and the terms of reference of the above Committees of the Board are provided in the Corporate Governance Report.

BOARD MEETINGS

During the year under review, Four Board Meetings were held and the intervening gap between the meetings did not exceed the period prescribed under the Act, the details of which are given in the Corporate Governance Report.

DIRECTORS' RESPONSIBILITY STATEMENT

As required under Section 134 of the Companies Act, 2013, your Directors confirm having:

a) followed in the preparation of the Annual Accounts, the applicable accounting standards with proper explanation relating to material departures if any;

b) 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 your Company at the end of the financial year and of the profit of your Company for that period;

c) 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 your Company and for preventing and detecting fraud and other irregularities;

d) prepared the Annual Accounts on a going concern basis;

e) laid down internal financial controls to be followed by your Company and that such internal financial controls were adequate and operating effectively; and

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

STATUTORY AUDITOR

M/s Borkar & Mazumdar, Chartered Accountant were appointed as statutory auditor of your company at the Annual General Meeting held on September 20, 2016 for a term of five years. As per provision of Section 139 of the Companies Act, 2013, the appointment of statutory auditor is required to be ratified by Members at every Annual General Meeting.

The Auditors' Report to the Shareholders does not contain any qualifications hence does not require any comments on the same. The Auditors' Report is enclosed with the financial statements in this Annual Report.

INTERNAL AUDITOR

Pursuant to provision of Section 138 and other applicable provision of Companies Act, 2013, P.P. Kapoor & Co., Chartered Accountants (Firm Registration No. 104806W) has been appointed as internal auditor of the company for the financial year under review.

SECRETARIAL AUDITOR

Pursuant to the provision of section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Board of Directors of the company has appointed M/s Suman Sureka & Associates, Practicing Company Secretary as secretarial auditor of the company.

The Secretarial Auditor Report is self explanatory and the company would like to state that the company is in process of transferring the shares to IEPF Account for the year 2009-10.

The Secretarial Auditors' Report is enclosed as ANNEXURE B to the Board's report in this Annual Report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the initiatives undertaken by your Company on (Corporate Social responsibility) CSR activities during the year is set out in ANNEXURE C of this report. The CSR Committee decided to continue with existing programs and increase focus on health and education in the years ahead. The CSR policy is available on the website of your Company. Detailed Composition of the CSR Committee, number of meetings held during the year under the review and other related details are set out in the Corporate Governance report which forms a part of this report.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

There is no subsidiary company, associate company or joint venture of your company within the meaning of section 2(87) & 2(6) of the Companies Act 2013 respectively.

DEVELOPMENT IN HUMAN RESOURCES

The Company continues to maintain a very cordial and healthy relationship with its workforce across all its units.

The Company is ensuring to maintain the best place to work that attracts and retains good employees in the Company. The Company continues to strive towards attracting, retaining, training, multiskilling employees. With the increase in workforce due to expansion in business, envisaging the requirement of adequate on the job training across the various levels of employees. The Human Resource Team carried out the following programs across the group during the year:

1. Hospitality Training Program.

2. Food Festivals to make staff experience cuisines of multiple types.

3. Plantation drives as an environmental awareness initiative.

4. Blood donation camp and staff health check-up camps.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURE

The information required under section 197 of Companies act 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014 forms part of this Annual Report. However this information is not sent along with this report pursuant to provision of section 136 of the Act. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary / Compliance Officer at the registered office of the Company.

CORPORATE GOVERNANCE

The report on Corporate Governance as stipulated under the SEBI (Listing Obligation & Disclosure Requirements) Regulation, 2015 forms an integral part of this report. A certificate from M/s Borkar & Mazumdar, Chartered Accountant, Statutory Auditor of the company regarding compliance on conditions of corporate governance as stipulated in the Listing Regulations is also appended to the report on Corporate Governance.

MANAGEMENT'S DISCUSSION AND ANALYSIS REPORT

The Management's Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015 is presented in a separate section forming part of the Annual Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to applicable provision of the Companies Act, 2013 read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rule, 2016 (‘the Rules'), all unpaid or unclaimed dividend are required to be transferred by the company to the IEPF established by the Central Government, after the completion of seven years. In accordance with the Rules, the shares in respect of which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall be transferred to the demat account created by the IEPF Authority. Accordingly your company has transferred the unclaimed and unpaid dividend.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under section 134(3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014, as amended is annexed as ANNEXURE D to this report.

INTERNAL CONTROL SYSTEM AND COMPLIANCE FRAMEWORK

The Company has adopted the policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the company's policies, safeguarding of its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures.

RISK MANAGEMENT

The Company has established an effective Compliance Mechanism to mitigate the risk and will be reviewed by the Board periodically. The Company has adopted Risk Management Policy, pursuant to the provision of Section 134 of the Act, to identify and evaluate business risks and approach for mitigation of such risks.

VIGIL MECHANISM AND WHISTLE BLOWER POLICY:

The Board of Directors of your Company has adopted the Vigil Mechanism and Whistle Blower Policy in compliance with Section 177(9) and (10) of the Companies Act, 2013, and regulations specified under LODR.

The Company has adopted a channel for receiving and redressing of employees' complaints. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company's Code of Business Conduct. Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees. Details of the policy are available on the company's website at wwwthebyke.com

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

The Company has zero tolerance for sexual harassment at its workplace and in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules there under, your Board of Directors have approved and adopted a “Policy on Prevention of Sexual Harassment at Workplace” to provide equal employment opportunity and are committed to provide a work environment that ensures every woman employee is treated with dignity and respect and afforded equitable treatment.

During the year under review the Company has not received any complaints on sexual harassment.

DISCLOSURE OF FRAUDS IN THE BOARDS' REPORT UNDER SECTION 143 OF THE COMPANIES ACT, 2013:

During the year under review, your Directors did not observe any contract, arrangement and transaction which could result in a fraud; your Directors hereby take responsibility to ensure you that the Company has not been encountered with any fraud or fraudulent activity during the Financial Year 2017 - 2018.

PAYMENT OF LISTING FEE AND CUSTODIAL FEE

Your Company has paid the Annual Listing Fee and Annual Custodial Fee for the Financial Year 2017 — 2018, to the National Stock Exchange (“NSE”), Metropolitan Stock Exchange (MSEI) and the Bombay Stock Exchange (”BSE”) and to National Securities and Depositories Limited (NSDL) and Central Depository Services (India) Limited (CDSL) respectively.

DEMATERIALISATION

The Company's shares are available for dematerialization with both the Depositories viz., NSDL and CDSL. About 98.26% of the paid- up equity share capital of the Company has been dematerialized as on March 31, 2018.

MATERIAL ORDER PASSED BY THE REGULATORS

There are no significant material order passed by the Regulators or court or tribunal impacting the going concern status of the Company and its operation in future.

GREEN INITIATIVES

The Company, in order to promote green initiative, has sent electronic copies of the Annual Report for Financial Year 2017— 2018, along with the Notice of the 28 th Annual General Meeting, to all members whose email addresses are registered with the Company / Registrar and Share Transfer Agent (“RTA”).

For members who have not registered their email addresses, physical copies of the Annual Report 2017-2018 under Section 101 of the Companies Act, 2013 are sent in the permitted mode. Members who have been sent Annual Report copies in electronic mode, desirous to have physical copies of the same can send a request, in writing, either to the Company or the RTA.

ACKNOWLEDGEMENTS AND APPRECIATION

Your Directors take this opportunity to thank the customers, shareholders, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the Company. We are sure you will join our Directors in conveying our sincere appreciation to all employees of the Company for their hard work and commitment. Their dedication and competence has ensured that the Company continues to be a significant and leading player in the Hospitality Industry.

For and on behalf of the Board of Directors
Anil Patodia
Place: Thane Managing Director
Date: August 13, 2018 DIN: 00073993

   

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