home | broking distribution |markets & news

company profile

Directors Report

Mansingh Hotels And Resorts Ltd.
NSE :
NA
BSE :
ISIN code :
INE30OC01012
Industry :
Hotel, Resort & Restaurants;
House :
Private
BSE
NSE  

Volume  

Days Low Days High
1.2 1.2
52 week Low 52 week High
1.2 1.2
BSE
BSE 0.00 0  0%

Volume   0

Days Low Days High
0 0
52 week Low 52 week High
0 0
March 2020

Disclosure in board of directors report explanatory

Mansingh Hotels And Resorts Limited
Registered Office: Sansar Chandra Road, Jaipur-302001 (Rajasthan)
E-mail Id :- accounts.delhi@mansinghhotels.com, Website:-www.mansinghhotels.com
CIN :-U55101RJ1970PLC001294, Contact :-+91-141-2378771
======================================================================================

Notice of the Annual General Meeting

Notice is hereby given that the 50th Annual General Meeting (AGM) of the members of Mansingh Hotels And Resorts Limited will be held on Tuesday, 29th day of December, 2020 at 04:00 P.M. at Registered Office of the Company situated at Sansar Chandra Road, Jaipur-302001 (Rajasthan) to transact the following business:-

ORDINARY BUSINESS:
Item No.1: Adoption of financial statements:
To approve, consider and adopt the Audited Financial Statements of the Company for the financial year ended on 31st March 2020, together with the reports of the Board of Directors (the Board) and the Auditors thereon.

Item No.2: Appointment of Director in Place of Retiring Director:
To appoint director in the place of Mr. Bharat Kumar Aggarwal (DIN: 00139094) who retires by rotation and being eligible, offers himself for re-appointment.


SPECIAL BUSINESS:
Item No.3: Variation in terms of Re-Appointment of Mr. Ashwini Aggarwal:
To consider and if thought fit, to pass with or without modification(s), the following resolution as special resolution:

Resolved that in accordance with the provisions of Sections 196, 197,198, 203 read with Schedule V and all other applicable provisions, if any, of the Companies Act, 2013 (including any statutory modification or re-enactment thereof) read with rules framed thereunder and based on the recommendations of Nomination and Remuneration Committee, the consent of the Company be and is hereby accorded to the variation of terms of re-appointment of Mr. Ashwini Aggarwal (DIN: 00211506) as Managing Director and Vice Chairman of the Company, for the remaining period of his tenure on the terms and conditions including remuneration and perquisites as set out in the Explanatory Statement annexed to the notice convening this meeting, with authority to the Board of Directors (which shall deem to include any Committee of the Board constituted to exercise its powers, including the powers conferred by this Resolution) to alter and vary the terms and conditions and/or remuneration, subject to the same not exceeding the limits specified under Schedule V to the Companies Act, 2013 or any statutory modification(s) or re-enactment thereof.

Resolved Further that in the event of inadequacy or absence of profit in any financial year, Mr. Ashwini Aggarwal shall be paid the same remuneration but subject to the limit, if any prescribed under the Companies Act, 2013 and Schedule V of the Act from time to time and necessary approvals required, if any.

Resolved Further that the Board of Directors be and is hereby authorized to take all such steps as may be necessary, proper or expedient to give effect to this Resolution.


By Order of the Board of Directors of
Mansingh Hotels And Resorts Limited


Sd/-
Bharat Kumar Aggarwal
Managing Director and CEO
DIN - 00139094
New Delhi,28th November, 2020




Mansingh Hotels And Resorts Limited
Registered Office: Sansar Chandra Road, Jaipur-302001 (Rajasthan)
E-mail Id :- accounts.delhi@mansinghhotels.com, Website:-www.mansinghhotels.com
CIN :-U55101RJ1970PLC001294, Contact :-+91-141-2378771
========================================================================================

NOTE:

1) Member entitled to attend and vote at the AGM is entitled to appoint a proxy to attend and vote instead of himself/herself and the proxy need not be a member of the Company. The instrument (duly completed and signed) appointing the proxy, in order to be effective, must be deposited at the registered office of the Company, not less than 48 hours before the commencement of the meeting. A proxy form for AGM is enclosed. A person can act as a proxy on behalf of not exceeding fifty (50) members and holding in aggregate not more than ten (10) percent of the total share capital of the Company.

2) Explanatory Statement Pursuant to Section 102 of the Companies Act,2013 in respect of the notice is enclosed.

3) In pursuance of the requirements of the Secretarial Standards -2 issued by the Institute of the Company Secretaries of India and approved & notified by the Central Government on “General Meetings”, the route map for location of the venue of the aforementioned meeting is enclosed herewith.

4) MGT-11 i.e. proxy form is attached with this notice.

5) A copy of Audited Financial Statements for the year ended on March 31, 2020 together with the Board's Report and Auditor's Report thereon are enclosed herewith.

6) Registers under Section 170 of the Companies Act, 2013 shall be available for inspection during Annual General Meeting.

7) Other Documents mentioned in the notice will be available for inspection during Annual General Meeting.

8) To safeguard the health and safety of members and to prevent the spreading of COVID-19 pandemic, the following precautionary measures will be implemented at the AGM of the Company, including but not limited to :-

(i) venue will be equipped with thermal scanning for mandatory temperature checkup;

(ii) wearing of face mask as well as face shield is mandatory throughout the meeting;

(iii) frequent use of hand sanitizer as and when required;

(iv) open-air venue is selected such that people don't feel confined and room gets fresh air; and

(v) social distancing through sitting arrangement such that members are at least one meter apart.



Annexure to the Notice
Statement pursuant to the provision of section 102 of the Companies Act, 2013



Item No.2: Appointment of Director in Place of Retiring Director:

Mr. Bharat Kumar Aggarwal aged about 57 years is a graduate. He is one of the promoters and is the Managing Director of the Company for over 25 years. He has more than 33 years of experience in the Hotel and industrial enterprises.
As on 31.03.2020 he holds 12250 shares of the Company. Mr. Bharat Kumar Aggarwal is related to Mr. Ashok Kumar and Mr. Ashwini Aggarwal, Directors of the Company. The Directorship and the Committee’s membership of Mr. Bharat Kumar Aggarwal in other public limited companies as on 31.03.2020 are as under:

Name of CompanyDirectorship held Membership of the Committee of the Board held
Hotel and Restaurant Association of Northern India Yes-


Item No.3: Variation in terms of Re-Appointment of Mr. Ashwini Aggarwal:

The re-appointment of Mr. Ashwini Aggarwal, Managing Director and Vice Chairman of the Company which was approved by members at the Annual General Meeting held on 20.11.2018. Further his term will be expired on 30.06.2021. The Board at its meeting held on 26.11.2020 resolved to revised terms of appointment of Mr. Ashwini Aggarwal, Managing Director.

Mr. Ashwini Aggarwal, 60 years of age is a Graduate in Commerce and has been serving the Company for last 26 years.

The main terms and conditions of variation of re-appointment and remuneration payable to Mr. Ashwini Aggarwal for the remaining period are as under:

i. Salary

Salary as fixed by the Board of Directors, from time to time, in the scale of Rs. 3,00,000–25,000–3,50,000 per month.

ii Perquisites

In addition to salary, following perquisites with an option to the Managing Director to receive the perquisites in any lawful combination as mutually agreed between him and the Board:

a) Reimbursement of Medical Expenses incurred for self and his family subject to a ceiling of one month’s salary in a year or three months’ salary over a period of three years.

b) Leave Travel assistance for self and his family once in a year incurred in accordance with the rules specified by the Company.

c) Fees of club subject to a maximum of two clubs. This will not include admission and life membership fee.

d) Personal Accident Insurance, Group Health Insurance, Group Saving Linked Insurance and Life Insurance coverage for self / family as may be fixed by the Board from time to time.

e) Earned Leave on full pay and allowances as per the Rules of the Company, but not exceeding one month’s leave for every eleven months of service. Encashment of leave at the end of the tenure as per the Rules of the Company and the same will not be included in the computation of the ceiling on perquisites.

f) Statutory Bonus, as per the Company’s Policy.

g) Provision of company’s car for official purposes and mobile phone and/or telephone for Company's business inter alia at residence will not be considered as perquisites. Personal long distance calls and use of Company’s car for private purposes shall be billed by the Company to the Managing Director.

iii Commission

The amount of commission, based on the net profit of the Company in a particular year, subject to the overall ceiling laid down in Section 196, 197 and Schedule V of the Companies Act, 2013 and further subject to a ceiling of 3% of the Net Profit in a year shall be payable to the Managing Director, in such amounts or proportions and in such manner, as may be decided by the Board of Directors.

The Board of Directors of the Company on the reccomnedations of the Nomination and Remmuneration Committee has already recommended the said resolution.

"Being the consent of members is required; therefore members are requested to accord their consent by passing the resolution as stated in notice as Item No. 3 as Special Resolution."

Mr. Ashwini Aggarwal being self and Mr. Ashok Kumar and Mr. Bharat Kumar Aggarwal being relatives of Mr. Ashwini Aggarwal are interested in the aforesaid resolution.

Except that none of the other Directors, Key Managerial Personnel of the Company and their relatives are in any way concerned or interested in the Resolution.



By Order of the Board of
Mansingh Hotels And Resorts Limited


sd/-
Bharat Kumar Aggarwal
Managing Director and CEO
DIN - 00139094
New Delhi,28th November, 2020




Mansingh Hotels And Resorts Limited
Registered Office: Sansar Chandra Road, Jaipur-302001 (Rajasthan)
E-mail Id :- accounts.delhi@mansinghhotels.com, Website:-www.mansinghhotels.com
CIN :-U55101RJ1970PLC001294, Contact :-+91-141-2378771
==========================================================================================

Board’s Report

To the Members

Your directors have pleasure in presenting the Board Report together with audited financial statements for the year ended on 31st March 2020. The report is as under: "

Financial results/Highlights/Summary and Affairs of the Company:
(Amount in Lakh)

Particulars 31st, March 2020 31st, March 2019
Gross Receipts (Including other Income)5,988.125,870.91
Less:- Expenses During the year 13,116.928,092.37
Profit/(Loss) before Exceptional Items and provision for taxation for the year-7,128.80-2,221.46
Add: Exceptional Items - -
Profit/(Loss) before provision for taxation for the year -7,128.80-2,221.46
Less:- Current Tax - -
Less:- Deferred Tax 1,812.64235.15
Profit/(Loss) after provision for taxation -5,316.16-1,986.31
for the year
Profit/(Loss) from Continuing Operations -705.79-517.69
before tax
Tax Expenses -1,163.32-341.78
Profit/(Loss) from Continuing Operations 457.53-175.91
after tax
Profit/(Loss) from Discontinuing Operations before tax -6,423.01-1,703.78
Tax Expenses -649.32106.63
Profit/(Loss) from Discontinuing Operations after tax -5,773.69-1,810.41
Brought Forward Profit/ (Loss) from last year -6,638.68-4,652.37
Closing Balance of Profit and Loss Account -11,954.84-6,638.68
Closing Balance of Capital Reserve 1.361.36
Closing Balance of Securities Premium 112.5112.5
Closing Balance of Foreign Exchange Earning Utilization Reserve 329329
Closing Balance of General Reserve 2,697.162,697.16
Closing Balance of Reserves and Surplus -8,814.83-3,498.67



Hotels:
"The total revenue from the Hotel operations during 2019-2020 was Rs. 5013.16 Lakh as compared to Rs. 4959.07 Lakh in 2018-2019 and Operational Profit/(Loss) before Interest, Depreciation and Tax in 2019-2020 was (Rs. 4505.05) as compared to Rs. 605.37 Lakh in the previous year.
During the year under review occupancy and Average Room Rent did not witness any improvement mainly due to continuous increase in supply of hotel rooms, resulting in comparative drop in travelers per room. The operating margins were also hit on account of increase in electricity, fuel, food prices and overall inflationary pressure. "
During the Financial Year under review, the Company has sold one of its unit i.e. Jodhpur Hotel Unit including all the fixed assists and inventories(Refer Note No. 32(B) of Financial statement).
Multiplex Cum Shopping Mall (MMX):
On account of losses and with no prospects for making it viable, the cinema operations at MMX, Ghaziabad remained suspended during the year under review.

Bakery Unit:
"The total revenue of the Bakery unit during 2019-20 was Rs. 972.79 Lakh as compared to Rs. 900.19 Lakh in 2018-19. The Profit of this unit during 2019-2020 was Rs. 46.43 Lakh as compared to Rs. 102.89 Lakh during 2018-2019.

"
During the Financial Year under review, the Company has transferred one of its bakery unit situated at Ghaziabad under "Slump Sale" Consideration. (Refer Note No. 32(C) of Financial statement).
Dividend
In view of continuous losses, your Directors are unable to recommend any Dividend on Equity Share of the Company.

Business Prospects For The Current Year:
The scenario of Hospitality Sector continued to suffer by a weak pricing due to excessive room inventory in all the tourist destinations including Jaipur, Agra & Ajmer. The increase in inflow of travelers was not able to match the increased room inventory, putting a pressure on the ARR and occupancies. Factors like increase in employees' cost, electricity, fuel and food prices are also major concerns. The outlook for the current year for the Hotels is still not very positive and needs major Government support to uplift the tourism industry in India.

Changes in Nature of Business
There is no change in the nature of business in comparison to immediately preceding year. There is no change in the nature of business in comparison to immediately preceding year. There is no change in the nature of business in comparison to immediately preceding year. There is no change in the nature of business in comparison to immediately preceding year. There is no change in the nature of business in comparison to immediately preceding year. There is no change in the nature of business in comparison to immediately preceding year.

Changes in Share Capital
There had been no change in the Share Capital and capital structure of the Company during the year.

Transfer to Reserves
The Company has not proposed any amount to be transferred to any reserve.

Composition of Board of Directors/ Key Managerial Personnel & Changes Therein
Till the date of signing of Board Report, the same is as under:

S. No.Name of Board of DirectorsDesignationDate of AppointmentDate of CessationChange in Designation
1Ashok KumarDirector24-Feb-81NARetires by rotation in the previous AGM and reappointed
2Bharat Kumar AggarwalManaging Director and CEO01-Oct-08NAReappointment as Managing Director for a term of 3 years commencing from 01.10.2019
and offers himself for retire by rotation in this AGM
3Ashwini AggarwalVice Chairman and Managing Director09-Jun-89NARetires by rotation in the previous AGM and reappointed
4Ravindra Kumar GargIndependent Director16-Jul-18NA-
5Ramesh KumarIndependent Director01-Feb-19NARegularized in the Previous AGM



S. No.Name of Key Managerial PersonnelDesignationDate of AppointmentDate of CessationChange in Designation
1Ashok Kumar AggarwalWholetime Director01-Jul-2011NA-
2Harshavadan Harilal RupaniCFO(KMP)13-Aug-2014NA-
3SeemaCS(KMP)27-Feb-201731-May-2019Ceased due to resignation


Details of meetings
A. Of the Members:

S. No.Type of meetingDate of meetingTotal Number of
Members entitled to
attend meeting
Number of members
attended
% of total
shareholding of members attended
1Annual General Meeting19-Dec-20196455487.26



B. Of the Board of Directors:
Details of the meetings of the board held during the year along with the attendance of directors are as under:

Table 1

S. No.Date of board meetingBoard StrengthNo. of Directors Present
1Sat-29-Jun-1966
2Fri-27-Sep-1966
3Fri-25-Oct-1966
4Thu-20-Feb-2065



Table 2

ATTENDANCE OF DIRECTORS IN BOARD MEETINGS

Sl. No.Name of the DirectorBoard MeetingsWhether attended last AGM 19.12.2019
No of Meetings which Directors were entitled to attendNo. of Meetings attended% of attendance
1Ashok Kumar44100.00No
2Bharat Kumar Aggarwal44100.00Yes
3Ashwini Aggarwal44100.00No
4Ashok Kumar Aggarwal4375.00Yes
5Ravindra Kumar Garg44100.00No
6Ramesh Kumar44100.00No



C. of the Committee:
Table- 1

Sl. No.Type of CommitteeDate of Committee MeetingTotal Number of Committee Members entitled to attend meeting
Number of Committee members attended
% of attendance
1Audit CommitteeFri-25-Oct-1933100.00
2Nomination and Remuneration CommitteeFri-27-Sep-1933100.00


Table- 2

S.No.Name of Audit CommitteeDesignationNo. of Committee Meeting% of attendance
Held Attended
1Ravindra Kumar GargIndependent Director11100.00
2Ramesh KumarIndependent Director11100.00
3Ashok Kumar AggarwalDirector11100.00



S.No.Name of Nomination and Remuneration Committee MemberDesignationNo. of Committee Meeting% of attendance
Held Attended
1Ravindra Kumar GargIndependent Director11100.00
2Ramesh KumarIndependent Director11100.00
3Ashok KumarDirector11100.00



Deposits
The Company has neither accepted nor renewed any deposits covered under Chapter V of the Act and rules framed thereunder. Details of loan taken from directors are as under:

Name along with designations Op. Balance
(In Rs.)
Accepted
(In Rs.)
Repaid
(In Rs.)
Cl. Balance
(In Rs.)
Ashok Kumar- Director5,00,99,900 - - 5,00,99,900
Ashwini Aggarwal- Managing Director and Vice Chairman10,33,23,665 8,85,99,698 17,17,32,852 2,01,90,511
Bharat Kumar Aggarwal- Managing Director and CEO2,21,97,610 1,25,00,000 - 3,46,97,610



Further the Company has received the requisite declarations from the directors as per the Acceptance of Deposit rules.

Information Pursuant To Rule-5 of the Companies (Appointment and Remuneration) of Managerial Person, Rule, 2014 of the Companies Act, 2013:
As per the provisions of Rule 5(2) of The Companies (Appointment And Remuneration Of Managerial Personnel) Rule, 2014, the statement showing the details of the top 10 employees in terms of remuneration drawn is enclosed. Further there is no employee of the company drawing or entitled to draw a remuneration more than the limits specified in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 i.e. Rs. 8,50,000/- per month and Rs. 1,02,00,000/- per year. Therefore, no disclosure is required pursuant to Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Material Changes and Commitments after the date of Balance Sheet
The outbreak of COVID-19 pandemic globally and in India is resulting in an economic slowdown all over. The pandemic is significantly impacting business operation of the Company in numerous ways. However, in the present situation, it is difficult to quantify the overall impact of the outbreak. The Company is closely monitoring the emerging situation arising out of COVID-19 and resultant restrictions imposed by the regulatory authorities. It is possible neither to foresee the duration for which this pandemic will last, nor predict its course. Nevertheless, the Company is making every effort to ensure that the after effects are dealt with. In view of the prevailing uncertainty, no precise estimation can be made about overall impact of this pandemic.
Except the above mentioned changes there has been no material changes and commitments affecting financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report and also there is no change in nature of business of the Company during such period.

Auditors
Statutory Auditors
"M/s B.Khosla & Co., Chartered Accountants, Chartered Accountants, were appointed as Statutory Auditors of the Company from the financial year 2017-2018 for a period of five years and are eligible to hold office up to the conclusion of Annual General Meeting held for the financial year 2021-2022 to carry on the statutory audit of the Company.
"

Independent Auditors’ Report
Clarification/ Explanation in respect to the qualifications, emphasis of matters mentioned in the Independent Auditor’s Report, CARO and Report on Internal Financial Controls are as follows:-
1 W.r.t. the qualified opinion in the audit report related to note no. 32(B), sales deed executed between both parties describes definition of property at Jodhpur Hotel and in the sales paragraph, Language is “That the Seller doth hereby sell, transfer and convey the said property with all existing Structure and ‘name of some fixed assets defined under property definition’ for a total consideration of 62.60 Crores”. Total sales consideration is adjusted against Land & Building and other remaining fixed assets have been impaired. However the management is of the opinion that Inventory is part of running hotel unit are deemed to be part of the transaction.

2 W.r.t. the Emphasis of matters in the audit report related to note no. 38, the management hereby clarifies that balance confrmation from banks and parties is under process and it will be completed shortly.

3 W.r.t. the Emphasis of matters in the audit report related to note no. 39, As the GST Law is newly introduced and there are many common issues faced during reconciliation like different method of invoice numbers, Multiple Branches in Multiple States, different time of recording transactions etc. So it is taking time for setting up a proper mechanism for timely reconciliation of GST with books of accounts. GST has been reconciled now and there is no any material impact of such reconciliation.

4 W.r.t. the Emphasis of matters in the audit report related to note no. 40, management states that after easing of lockdown, majority of hotel properties at various location has started their operations again since mid of the October-20 and revenue of hotel is increasing. The difference of current assets and current liabilities is also improving. Difference of current assets and current liabilities in current year
is negative 39.23 Crores as compared to previous year figure of negative Rs. 49.50 Crores.
5 W.r.t. the qualified opinion in the CARO, relating to fixed assets register your directors are in process of getting updated the same.

6 W.r.t. the qualified opinion in the CARO, relating to leasehold land at hotel in Ajmer the same is self explanatory.

7 W.r.t. the qualified opinion in the CARO, relating to deposits the advances taken and shall be adjusted against property in terms of the agreement executed/yet to be executed and the management is in process to execute the requisite agreement.

8 W.r.t. the qualified opinion in the CARO, relating to delayed payment of tax the same is self explanatory.

9 W.r.t. the qualified opinion in the CARO, relating to default in repayment of loans or borrowings from financial institution/banks, it is stated that most of them are not of continous nature and repaid and few are in the process of rescehdulment with bank. Further the management clarifies that EMI due from Globe Fincap Limited amounting to Rs. 5,00,00,000/- is to be adjusted with the new loan and Globe Fincap Limited is in process of giving us the letter of clarification for the same and the management is in process to get all the compliance done.

10 W.r.t. the qualified opinion in the IFCR, management ensures that balances of unsecured loans and Inter corporate deposits are reconciled in person and there will be an appropriate internal control system for acceptance of unsecured loans and ICDs and timely obtaining of Balance confirmations.

11 W.r.t. the other qualifications the same are self explanatory.

Comment on Fraud
The Independent auditors’ has not reported any fraud under Section 143 (12) of the Act.

Cost Auditors
The Central Government has not prescribed maintenance of cost record for the business activity in which the company is engaged; therefore the provisions of Section 148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Amendment Rules, 2014 are not applicable to the Company.

Secretarial Audit
The paid-up capital of the Company is less than Rs. 50 Crore, turnover is less than Rs. 250 Crore and outstanding loans or borrowings from banks or public financial institutions is less than Rs. 100 crore, therefore provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 in relation to audit of secretarial and related records are not applicable to the Company.

Internal Control
"The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, safeguarding of its assets the prevention and detection of fraud and errors, the accuracy and completeness of accounting records, and the timely preparation of reliable financial disclosures.
The Company's internal control is adequate with reference to the Financial Statements."

Details of Subsidiaries, Joint Ventures or Associate Companies and Consolidated Financial Statements
The Company does not have any subsidiaries, joint ventures and associates accordingly this point is not applicable.

Transactions with related parties
All related party transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business and that the provisions of Section 188(1) of the Companies Act, 2013 are not attracted. Thus, disclosure in Form "AOC-2" is not required. In accordance with the applicable accounting standards, transactions entered with the related parties are furnished in financial statements.

Particulars of loans, guarantees and investments
The Company has not violated any provisions of section 185 and 186 of the Companies Act,2013 and the details of the same are disclosed in financial statements.

Declaration by independent directors
The company has received declarations from Mr. Ravindra Kumar Garg and Dr. Ramesh Kumar, the independent directors of the Company confirming that they meet the criteria of independence as prescribed under section 149 (6) of the companies Act,2013.
Further the meeting of Independent Directors was held on 20.02.2020.

Companies Policy on Directors appointment and Remuneration as per Section 178 (3) of the Companies Act, 2013
The Companies Policy on Directors Appointment and Remuneration as per the requirement of Section 178 (3) of the Companies Act, 2013 given by nomination and remuneration committee is enclosed.

Evaluation Of Performance Of The Board, Its Committees And Individual Directors
During the year, the evaluation of the annual performance of individual Directors and Independent Directors, Board and Committees of the Board was carried out under the provisions of the Act,
In a separate meeting of Independent Directors, performance of Non Independent Directors and performance of the Board as a whole was evaluated.
The performance of the Board was evaluated by the Board after seeking inputs from all the Directors on the basis of various criteria such as structure and diversity of the Board, competency of Directors, experience of Director, strategy and performance evaluation, secretarial support, evaluation of risk, evaluation of performance of the management and feedback, independence of the management from the Board etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of criteria such as mandate and composition, effectiveness of the committee, structure of the committee and meetings, independence of the committee from the Board and contribution to decisions of the Board.
The Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the criteria such as qualification, experience, knowledge and competency, fulfillment of functions, availability and attendance, initiative, integrity, contribution and commitment etc., and the Independent Directors were additionally evaluated on the basis of independence, independent views and judgment etc.
The Chairman and other members of the Board discussed upon the performance evaluation of every Director of the Company and concluded that they were satisfied with the overall performance of the Directors individually and that the Directors generally meet their expectations of performance.

Corporate Social Responsibility
Your Company's net worth is less than Rs. 500 Crore, Turnover is less than Rs. 1000 Crore and Net profit (Before Tax) is less than Rs. 5 Crore during the immediately preceeding Finacial Year, hence provisions of Section 135 of the Companies Act, 2013 with regard to Corporate Social Responsibility (CSR) are not applicable to the Company.

Extract of Annual Return
As provided under Section 92(3) of the Act, the extract of annual return is given in the prescribed Form MGT-9, which forms part of this report.
The above extract of annual return in Form MGT-9, is available on the website of the Company and can be accessed at http://www.mansinghhotels.com/MGT-9.pdf

Business Risk Management
The Board of Directors of the Company identifies, evaluates the business risks and opportunities. The directors of the Company take pro-active steps to minimize adverse impact on the business objectives and enhance the Company’s competitive advantage. Presently no material risk has been identified by the directors except of general business risks, for which the Company is leveraging on their expertise and experience.

Directors’ Responsibility Statement
Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, the Board, to the best of their knowledge and ability, confirm that:

1.  In the preparation of the annual accounts for the financial year ended 31st March, 2020, the applicable accounting standards had been followed and there are no material departures;
2. The directors had 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 Loss of the Company for the period under review;
3. The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
4. Though the Auditors in their Independent Audit Report have expressed material uncertainty relating to Going Concern, the directors had prepared the accounts for the financial year ended 31.03.2020 on the basis of a ‘Going Concern’;
5. Though the Auditors in their Internal Control Financial reporting have expressed the qualified opinion yet the management is of the view that adequate internal financial controls have been laid down which are being followed and the same are operating effectively;
6. The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Conservation of energy, technology absorption, foreign exchange earnings and outgo
"(A) CONSERVATION OF ENERGY:
(i) Energy conservation measures taken: Nil
(ii) Additional investments and proposals, if any: NIL
(iii) Impact of the above measures on consumption of energy: NIL
(iv) Total energy consumption and energy consumption per unit of production are disclosed in Form-A.
"

(B) TECHNOLOGY ABSORPTION: Form-B is enclosed herewith.

(C) FOREIGN EXCHANGE EARNING AND OUT GO:
Foreign exchange earnings during the year:


S.No.Particulars2019-20
(Amount in Rs.)
2018-19
(Amount in Rs.)
1Earning on account of Hotel Services10,13,01,357.00 11,95,20,715.00
Total10,13,01,357.00 11,95,20,715.00


The Foreign Exchange Outgo during the year:-

S.N.Particulars2019-20
(Amount in Rs.)
2018-19
(Amount in Rs.)
1Commission Paid to Travel Agents & OTA11,88,613.00 8,19,137.00
2Foreign Travelling4,26,274.00 10,39,971.00
Total16,14,887.00 18,59,108.00



Significant and Material Orders passed by Regulators or Courts
There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

Vigil Mechanism/Whistle Blower Policy
The Company has established a Vigil Mechanism named Whistle Blower Policy for the Directors and employees to report genuine concerns and to deal with instance of fraud and mismanagement, if any.


Disclosure in accordance to the provisions of section 22 of the Sexual Harassment of Women at workplace (Prevention, Prohibition and redressal) Act, 2013
Your Company has always believed in providing a safe and harassment free workplace for every individual working in its premises through various interventions and practices. The Company always endeavors to create and provide an environment to all its employees that is free from discrimination and harassment including sexual harassment.
The company has a policy for prevention of sexual harassment in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act). The company has complied with the provisions relating to constitution of internal complaints committee (ICC) under the POSH Act. ICC has been set up to redress complaints received regarding sexual harassment. All employees are covered under this policy.
During the financial year, no cases of Sexual Harassment were reported.

Secretarial Standards:
The Company has duly complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

Other Matters
All other applicable informations to be reported in board report are either nil or not applicable/complied with.

Listing
The Equity Shares of the Company are not listed on any Stock Exchange of the country.

Acknowledgements:
"Your directors wish to express their sincere appreciation for co-operation and assistance received from the bankers, regulatory authorities, Stakeholders including customers and others business associates who have extended their valuable support and encouragement during the year under review.
The Directors also acknowledge the hard work, dedication and commitment of the employees of the Company. The enthusiasm and unstinting efforts of the employees have enabled the Company to continue being a good player in the industry."

For and on behalf of the Board of
Mansingh Hotels And Resorts Limited




Sd/-
Bharat Kumar Aggarwal
Managing Director and CEO
DIN - 00139094



Sd/-
Ashwini Aggarwal
Managing Director and Vice Chairman
DIN - 00211506




Annexure to Board's Report for the F.Y. ended on 31st March, 2020
The statement showing the names of the top 10 employees in terms of remuneration drawn
As per the provisions of 5(2) of The Companies (Appointment And Remuneration Of Managerial Personnel) Rule, 2014


S.No.Name of employeeDesignation of the employeeRemuneration received by the employee per month
(FY 2019-2020)
Nature of employment
whether contractual or otherwise
Qualifications
and
experience of the employee
Date of commencement of employmentAge of the employeeThe last employment held by such employee before joining the Company% of Equity Shares held by the employee in the CompanyWhether any such employee is a relative of any director or manager of the CompanyIf yes,
the name of such director or manager
1Mr. Ashwini AggarwalManaging Director and Vice Chairman3,00,000 On RollB.com.09/06/198962-0.41%YesSon of of Mr. Ashok Kumar
2Mr. Bharat Kumar AggarwalManaging Director and CEO3,00,000 On RollB.com.01/05/198957-0.12%YesSon of of Mr. Ashok Kumar
3Mr. A.K. AggarwalWholetime Director2,62,500 On RollB.A.,LLB01/07/199965-0.03%No
4Mr. Mudit AgarwalPresident- Business Devp.1,87,500 On RollBSc In elec.&Comp.,BBA01/05/200935-10.87%YesSon of Mr. Ashwini Aggarwal
5Mr. Vishal Kumar PrasadGeneral Manager1,26,000 On Roll3 Yrs. Dip. In Hotel Mgt. 09/09/201443-- No
6Mr. R.S. RathoreGeneral Manager1,19,000 Contractual3 Yrs. Dip. In Hotel Mgt. 01/01/201070-- No
7Mr. H.H. RupaniCFO99,150 On RollInter C.A.24/05/198366-- No
8Mr. P.K. GhoshGeneral Manager97,500 ContractualB.A. IInd Year01/01/201564-- No
9Ms. Swapna GuhaGeneral Manager Sales92,500 On RollB.A. 20/01/199557-- No
10Mr. Subrata Kumar RoyCorporate Chef83,000 On Roll3 Yrs. Dip. In Hotel Mgt. 03/09/200762-- No




Form "A"
DETAILS OF ENERGY CONSUMPTION F.Y. 2019-20

Conservation of energy, technology absorption, foreign exchange earnings and outgo
A. POWER AND FUEL CONSUMPTION


S. No.Particulars2019-202018-19
1Electricity
a) Purchased
Units (KWAH)65,51,672 66,41,438
Rate per Unit (Rs.)10.14 9.57
Total Amount (Rs.)6,64,15,766 6,35,57,641
b) Own Generation
i) Through Diesel generator
Total Units generated1,09,631.73 2,65,284.69
Units per litre of diesel2.75 2.61
Total Disel Used for Generation (ltr)39,889 1,01,664
Total Cost of Unit Generated (Rs.)21,33,492 24,93,597
ii) Through Steam Turbine
UnitsN. A.N. A.
Units per Ltr. Of fuel oil/ gas
Cost / Units
2Coal (Charcoal /Koyala)
Quantity (MT )56.55 62.76
Total Cost12,07,786 13,24,993
Average Rate (PMT)21,357.47 21,111.90
3Used in Boiler
a) HSD/BIO/LDO Disel:-
Quantity (ltrs)1,67,501 1,78,545
Total amount1,07,50,233 1,20,03,013
Average Rate (per ltr.)64.18 67.23
b) LPG Cylender
Quantity ( Nos.)1,012 393
Total amount12,81,789 4,16,148
Average Rate (Per No. of Unit)1,266.59 1,058.90




FORM “B”
(See rule 2)

Form for disclosure of particulars with respect to absorption of:


A. Research and Development (R&D)

1Specific areas in which R&D carried out by the Company.NoneNone
2Benefits derived as a result of the above R&D.NoneNone
3Future plan of action.NoneNone
4Expenditure on R&D
a) CapitalNilNil
b) RecurringNilNil
c) TotalNilNil
d) Total R&D expenditure as a percentage of total turnover.NilNil



B. Technology absorption ,adaptation and innovation

1Efforts, in brief, made towards technology absorption, adaptation and innovation.NilNil
2Benefits derived as a result of the above efforts, e.g. product improvement , cost reduction, product development, import substitution, etc.NilNil
3In case of imported technology ( imported during the last 5 years reckoned from the beginning of the financial year ) , following information may be furnished:NilNil
(a) Technology imported.NilNil
(b) Year of import.NilNil
(c) Has technology been fully absorbed?NilNil
(d) If not fully absorbed, areas where this has not taken place, reasons therefore and future plans of action.NilNil




For and on behalf of the Board of
Mansingh Hotels And Resorts Limited

Sd/-
Bharat Kumar Aggarwal
Managing Director and CEO
DIN - 00139094




Sd/-
Ashwini Aggarwal
Managing Director and Vice Chairman
DIN - 00211506


New Delhi,28th November, 2020


Registered Office: 203,Embassy Centre,Nariman Point,Mumbai - 400021.
Tel: +91 22 4002 4785/4002 4786 Fax: +91 22 2287 4787
Single SEBI registration number for NSE/BSE/MSEI : INZ000216033 CIN L67120MH1994PLC080039 and Maharashtra GSTN No. 27AAACL0963A1ZZ
In case of grievances for Securities Broking /DP write to us on grievances@lkpsec.com
For linking your Demat/trading account with Aadhaar, submit the self-attested copy
of your Aadhaar Card along with a written request signed by all the holders.
SEBI Complaint redressal system

For Call & Trade / Support Desk Call: 1800-1020-198
Disclaimer| Privacy Policy | Sitemap
Arbitration Mechanism on the Stock Exchange
Copyright © 2010 LKP
Designed , Developed & Content Powered by Accord Fintech Pvt. Ltd.

Attention Investors

  • Stock Brokers can accept securities as margin from clients only by way of pledge in the depository system w.e.f. September 1, 2020.
  • Update your mobile number & email Id with your stock broker/depository participant and receive OTP directly from depository on your email id and/or mobile number to create pledge.
  • Pay 20% upfront margin of the transaction value to trade in cash market segment.
  • Investors may please refer to the Exchange's Frequently Asked Questions (FAQs) issued vide circular reference NSE/INSP/45191 dated July 31, 2020 and NSE/INSP/45534 dated August 31, 2020 and other guidelines issued from time to time in this regard.
  • Check your Securities /MF/ Bonds in the consolidated account statement issued by NSDL/CDSL every month. .......... Issued in the interest of Investors