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महिंद्रा हॉलिडेज निदेशकों की रिपोर्ट, महिंद्रा हॉलिडेज निर्देशकों द्वारा रिपोर्ट

महिंद्रा हॉलिडेज

बीएसई: 533088  |  NSE: MHRIL  |  ISIN: INE998I01010  |  Hotels

खोजें महिंद्रा हॉलिडेज कनेक्शन Mar 17
निदेशकों की रिपोर्ट वर्षांत : Mar '18

Dear Shareholders,

The Directors are pleased to present their Twenty Second Report together with the Audited Financial Statements of your Company for the year ended March 31, 2018.

1. Operations and Financial Overview

During the Financial Year 2017-18, your Company has registered a steady performance in spite of a continued subdued consumer sentiment, especially towards high-value discretionary spend categories. Your Company added 18,225 new members to its vacation ownership business, taking the total membership to over 2.35 lakh at the end of the year. The growth in the member addition is a result of concerted efforts in tapping high quality leads, better lead management and conversion. The Company also continued to do advertising and brand building campaigns during the year under review. Your Company added 320 new room units during the year under review, taking the total inventory to 3,472 units as of March 31, 2018.

During the year under review, your Company has increased its stake in Holiday Club Resorts Oy, Finland (HCR) from 91.94% to 95.16% on account of acquisition of additional shares in line with the agreements executed with the shareholders of HCR.

Your Company’s total income (including other income) remained stable at Rs.1,09,419 lakh in 2017-18 compared to Rs.1,09,039 lakh in 2016-17. Profit After Tax (PAT) grew to Rs.13,436 lakh in 2017-18 from Rs.13,065 lakh in 2016-17. Diluted earnings per share (EPS) for 2017-18 stood at Rs.10.10 up from Rs.9.85 in 2016-17.

Your Company’s consolidated total income (including other income) grew to Rs.2,35,058 lakh in 2017-18 from Rs.2,29,444 lakh in 2016-17. The consolidated PAT stood at Rs.13,237 lakh in 2017-18 and the Diluted EPS for 2017-18 stood at Rs.9.95.

There are no audit qualifications in the Standalone or Consolidated Financial Statements by the Statutory Auditors for the year under review.

2. Financial Highlights — Standalone

(Rs. in lakh)

 

2018

2017

Income:

   

Income from sale of Vacation Ownership and other services

1,06,419

1,07,318

Other Income

3,000

1,721

Total Income

1,09,419

1,09,039

Expenditure:

   

Less: Employee Cost & other expenses

83,219

82,889

Profit before Depreciation, Interest and Taxation

26,200

26,150

Less: Depreciation

5,480

6,053

Interest

5

2

Profit for the year before Tax

20,715

20,095

Less: Provision for Tax - Current Tax

6,559

7,535

- Deferred tax (net)

720

(505)

Net Profit for the year after tax

13,436

13,065

Other Comprehensive Income (Net of Tax)

(72)

(3)

Total Comprehensive Income

13,364

13,062

3. Share Capital

Authorised Share Capital

During the year under review, the Authorised Share capital of the Company was increased from Rs.100,00,00,000 (Rupees One Hundred Crore only) divided into 10,00,00,000 (Ten Crore) Equity Shares of Rs.10 each (Rupees Ten only) to Rs.150,00,00,000 (Rupees One Hundred and Fifty Crore only) divided into 15,00,00,000 (Fifteen Crore) Equity Shares of Rs.10 each (Rupees Ten Only).

Paid up Share Capital

During the year under review and as mentioned in the previous year’s Directors’ Report, the Board of Directors of the Company had recommended, subject to the approval of the shareholders, issue of Bonus Shares in proportion of 1:2 i.e. 1 (one) bonus equity share of Rs.10 each for every 2 (Two) fully paid-up equity shares of Rs.10 each held, and consequently the same was approved by the Shareholders vide resolution passed through Postal Ballot on June 30, 2017. Accordingly, the Securities Allotment Committee of the Board of Directors of the Company on July 12, 2017, allotted 4,44,17,928 Bonus Equity Shares to the Shareholders of the Company holding shares as on July 11, 2017 (Record Date).

During the year under review, the Company has also allotted 2,45,000 equity shares of Rs.10 each to the eligible employees/ directors pursuant to exercise of stock options granted under the Company’s Employee Stock Option Scheme - 2014.

Consequent to the aforesaid allotments, the Issued, Subscribed and Paid up Share Capital of the Company as on March 31, 2018 was Rs.133,44,37,840 (Rupees One Hundred Thirty Three Crore Forty Four Lakh Thirty Seven Thousand Eight Hundred and Forty only) divided into 13,34,43,784 (Thirteen Crore Thirty Four Lakh Forty Three Thousand Seven Hundred and Eighty Four) equity shares of Rs.10 each (Rupees Ten only).

During the year under review, your Company did not issue shares with differential voting rights / sweat equity. Details of Directors’ shareholding as on March 31, 2018, are mentioned in the Corporate Governance Report, which forms a part of this Annual Report.

4. Dividend

In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”), the Dividend Distribution Policy of the Company is annexed herewith as Annexure I and is also available at the Company’s website at: http://www.clubmahindra.com/sites/default/files/ uploaded%20documents/Dividend-Distribution-Policy.pdf.

In line with the financial performance for the year ended March 31, 2018 and Company’s Dividend Distribution Policy, your Directors are pleased to recommend a dividend of Rs.4 (i.e. 40%) per equity share of face value of Rs.10 each for the financial year ended March 31, 2018. The dividend, if approved at the ensuing Annual General Meeting, will be paid to the shareholders whose names appear in the Register of Members of the Company as on the Book Closure Date. The equity dividend outgo for 2017-18, inclusive of tax on distributed profits would absorb a sum of Rs.6,435 lakh (as compared to Rs.5,346 lakh in the previous financial year).

5. Transfer to Reserve

The Board of Directors proposes to transfer Rs.1,500 lakh to the General Reserve from the current year’s distributable profits of the Company.

6. Related Party Transactions

Your Company undertakes various transactions with related parties in the ordinary course of business. All transactions entered with related parties during the year under review are on arm’s length basis and in the ordinary course of business. Your Company has not entered into any contracts / arrangements / transactions with related parties which could be considered material in accordance with the policy of the Company i.e. Policy on Materiality of and Dealing with Related Party Transactions (“RPT Policy”). Accordingly, AOC-2 is not applicable to the Company. Further, transactions entered by the Company with related parties in the normal course of business were placed before the Audit Committee of the Board.

There were no materially significant related party transactions with the Promoters, Directors and Key Managerial Personnel, which may have a potential conflict with the interest of the Company at large.

The RPT Policy as approved by the Audit Committee and the Board is available on the website of the Company at: http:// www.clubmahindra.com/sites/default/files/Policy_on_RPT.pdf. Your Directors draw attention of the members to Note No. 46 to the Standalone Financial Statements which sets out related party disclosure.

7. Particulars of Loans and Advances, Guarantees or Investments

As your Company is engaged in the activity covered under Schedule VI of the Companies Act, 2013 (“Act”), the provisions of Section 186 of the Act related to loans made, guarantees given or securities provided are not applicable to the Company. However, the details of such loans made, and guarantees given to / on behalf of subsidiary companies / JV company are provided in the Note Nos. 8, 9 and 17 to the Standalone Financial Statements. These loans and guarantees for which loans are provided are proposed to be utilised by the respective recipients for their business purposes.

During the year under review, your Company has provided Corporate Guarantee of Euro 4.75 million on behalf of its subsidiary, MHR Holdings (Mauritius) Limited, Mauritius (“MHR Holdings”), as a collateral security towards the financial facilities (funded / non-funded) availed by MHR Holdings from a Bank.

The details of loans and advances which are required to be disclosed in the Annual Report of the Company pursuant to Regulation 34(3) read with Schedule V of the SEBI Listing Regulations are furnished separately as Annexure II to this report.

Particulars of investments made by your Company are provided in the Standalone Financial Statements at Note Nos 6 and 13.

8. Significant and Material Orders passed by the Regulators or Courts

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

9. Corporate Social Responsibility

Corporate Social Responsibility (“CSR”) activities of the Company are guided by its CSR Policy, which is framed and approved by the Board. These are discussed in detail in the Management Discussion and Analysis Report, which forms a part of this Annual Report. The statutory disclosure with respect to CSR activities forms part of this Report and is annexed herewith as Annexure III.

10. Sustainability

In line with the philosophy of the Mahindra Group, your Company is committed to following sustainable practices in its operations. The details of the initiatives taken by your Company in this regard are discussed in the section on Sustainability in the Management Discussion and Analysis Report, which forms a part of this Annual Report.

11. Business Responsibility Report

The Business Responsibility Report (“BRR”) of your Company for the year 2017-18 forms part of this Annual Report, as required under Regulation 34(2)(f) of the SEBI Listing Regulations.

Your Company believes that the sustainable development aims at achieving economic growth and improvement in well-being while preserving the natural resources and ecosystem for future generations. Your Company also recognises the importance of sustainability and is committed to conserve the ecological integrity of its locations through responsible business practices.

12. Corporate Governance Report

A Report on Corporate Governance along with a certificate from the Statutory Auditors of the Company regarding the compliance of conditions of corporate governance as stipulated under Schedule V of the SEBI Listing Regulations forms a part of this Annual Report.

13. Management Discussion and Analysis Report

A detailed analysis of the Company’s operational and financial performance as well as the initiatives taken by the Company in key functional areas such as Resort Operations, Member Relations, Business Excellence, Human Resources and Information Technology are separately discussed in the Management Discussion and Analysis Report, which forms a part of this Annual Report.

14. Whistle Blower Policy & Vigil Mechanism

As per the provisions of Section 177(9) of the Act, the Company is required to establish an effective Vigil Mechanism for Directors, employees and other stakeholders to report genuine concerns. The details of the Whistle Blower Policy and Vigil Mechanism have been disclosed in the Corporate Governance Report, which forms a part of this Annual Report.

15. Employees’ Stock Options

Employees’ Stock Options represent a reward system based on overall performance of the individual employee and the Company. It helps companies to attract, retain and motivate the best available talent. This also provides an opportunity to employees to participate in the growth of the Company and also encourages employees to align individual performances with the Company and promotes increased participation by the employees in the growth of the Company. Accordingly, your Company formulated the Employees’ Stock Option Scheme in 2006 (2006 Scheme) and subsequently in 2014 (2014 Scheme) after obtaining requisite approvals from the shareholders. All the balance shares available under 2006 Scheme together with any other shares represented by Options that may lapse for any reason thereat, was/will be considered for issuing/ granting Options to the Employees pursuant to the provisions under the 2014 Scheme.

During the year under review, as per the terms of the Company’s Employees’ Stock Option Schemes (2006 and 2014) and consequent to the allotment of Bonus Shares, the appropriate adjustments were made to all the stock options (vested, unvested and unexercised) and the exercise prices of the respective grants under the Employees’ Stock Option Schemes (2006 and 2014) of the Company. Further, the Company has also obtained the in-principle approval from the Stock Exchanges for listing of additional shares to be issued under 2014 Scheme based on the adjustment made pursuant to the allotment of Bonus Shares.

During the year under review, pursuant to SEBI (Share Based Employee Benefits) Regulations, 2014 (“SEBI ESOP Regulations”) a total of 60,000 new options were granted (Grant V) under 2014 Scheme by the Nomination and Remuneration Committee to the eligible employees and noted by the Board.

Details required to be provided under Regulation 14 of SEBI ESOP Regulations is available on the Company’s website at: http://www.clubmahindra.com/about-us/investor-relations/financials

The details of Employees’ Stock Options forms part of the Notes to accounts of the Financial Statements in this Annual Report.

A certificate from the Statutory Auditors of the Company confirming that the 2006 Scheme and 2014 Scheme have been implemented in accordance with the SEBI ESOP Regulations, and the resolution passed by the Shareholders, will be placed at the ensuing Annual General Meeting for inspection by members.

16. Subsidiaries, Joint Venture and Associate Companies

During the year under review, your Company has increased its equity investment in Gables Promoters Private Limited (Gables), a wholly owned subsidiary, by investing Rs.1,532 lakh in and subscribing to 1,53,21,400 Equity Shares of Rs.10 each of Gables. Accordingly, the total investment in the equity share capital of Gables has been increased to Rs.6,500 lakh.

Your Company through its subsidiary Covington S.a.r.l, Luxembourg, increased its equity stake in Holiday Club Resorts Oy, Finland from 91.94% to 95.16% in April 2017.

During the year under review, Holiday Club Sweden AB, step down subsidiary of the Company, acquired 100% stake in Are Villa 3 AB (earlier known as Visionsbolaget 12191 AB), accordingly Are Villa 3 AB has become a step-down subsidiary of the Company. Further, Are Villa 3 AB has acquired 100% stake in Are Villa 4 AB (earlier known as Visionsbolaget 12192 AB) and accordingly, Are Villa 4 AB has also become a step-down subsidiary of the Company. Further, Are Villa 3 AB has disinvested its entire stake in Are Villa 4 AB and consequently Are Villa 4 AB ceased to be step-down subsidiary of the Company.

Arabian Dreams Hotel Apartments LLC, Dubai (Arabian Dreams), Joint Venture company of the Company, is considered as subsidiary company from Financial Year 2016-17 in compliance with the provisions of Indian Accounting Standards (Ind AS). Accordingly, as of March 31, 2018, your Company has 36 subsidiaries (including 31 indirect subsidiaries), 1 Joint Venture company (indirect) and 3 associate companies (including 2 indirect associates).

17. Performance of Subsidiaries Domestic Subsidiaries

Gables Promoters Private Limited (Gables) is a wholly owned subsidiary company of the Company. During the year under review, Gables has completed its greenfield project of construction of resort property of 115 rooms at Naldehra, Himachal Pradesh and the resort property has become fully operational.

Mahindra Hotels and Residences India Limited (MHARIL) is a wholly owned subsidiary company of the Company. MHARIL did not have any operations during the year under review.

Foreign Subsidiaries

Heritage Bird (M) Sdn. Bhd, Malaysia (Heritage Bird) is a wholly owned subsidiary company of the Company. Heritage Bird’s principal activities are holding of investments and leasing of properties. Heritage Bird has rooms/units in apartment properties in a well-known location in Kuala Lumpur, Malaysia.

MH Boutique Hospitality Limited, Thailand (MH Boutique), in which your Company holds forty nine per cent of equity stake, is a subsidiary of the Company by virtue of control on the composition of the Board of MH Boutique and it mainly holds investments in Infinity Hospitality Group Company Limited, Thailand.

Infinity Hospitality Group Company Limited, Thailand (Infinity) is the subsidiary company of MH Boutique and by virtue of the same is also subsidiary of the Company. Infinity owns and operates a hotel/apartment property at Bangkok, Thailand. Your Company avails rooms in the hotel property of Infinity for usage of its guests and vacation ownership members.

MHR Holdings (Mauritius) Limited, Mauritius (MHR Holdings), is a wholly owned subsidiary company of the Company. The principal activity of MHR Holdings is to hold investments. Currently, it holds investments in Covington S.a.r.l, Luxembourg.

Covington S.a.r.l, Luxembourg (Covington) is a wholly owned subsidiary of MHR Holdings and in turn a subsidiary of your Company. The principal activity of Covington is to hold investments. Currently, it holds investments in Holiday Club Resorts Oy (HCR) and HCR Management Oy (HCRM), Finland. As on March 31, 2018, Covington holds 95.16% stake in HCR and 100% stake in HCRM.

HCR, subsidiary of Covington and in turn of the Company, is the largest operator of leisure hotels in Finland and the largest vacation ownership company in Europe. As of March 31, 2018, HCR has 33 resorts of which 25 are located in Finland, 2 in Sweden and 6 in Spain. Further, out of these, 7 resorts in Finland and 1 resort in Sweden have a spa hotel attached.

HCR Management Oy, Finland (HCRM) is a wholly owned subsidiary of Covington and in turn subsidiary of your Company. HCRM is primarily engaged in the sale and trade of real estates, property management, investment activities and dealing in securities. Currently, HCRM holds investment in HCR.

Arabian Dreams Hotel Apartments LLC, Dubai (Arabian Dreams), (Joint Venture company as per the Act and subsidiary company as per Ind AS) operates 75 room hotel property in Dubai (UAE) taken on lease basis. Your Company avails rooms/ apartments in the hotel property of Arabian Dreams for usage of its guests and vacation ownership members.

Associate Companies

Guestline Hospitality Management & Development Services Limited (Guestline) is an associate company of your Company pursuant to the provisions of the Act, as the Company is holding more than 20 per cent of total share capital which includes preference share capital. Guestline did not have any operations during the year under review.

Kiinteisto Oy Seniori-Saimaa and Kiinteisto Oy Sallan Kylpyla are associate companies of HCR and consequently associates of your Company.

Joint Venture Company

Tropiikin Rantasauna Oy is a Joint Venture company (JV) of HCR and consequently JV of your Company.

A report on the performance and financial position of each of the subsidiaries, associates and joint venture company as per the Act (in the prescribed format i.e. “Form AOC-1”) is provided as Annexure to the Consolidated Financial Statements and hence not repeated here for the sake of brevity.

The policy for determining material subsidiaries as approved by the Board may be accessed on the Company’s website at: http://www.clubmahindra.com/sites/default/files/Policy_For_Determining_Material_Subsidiaries.pdf

In accordance with the third proviso to Section 136(1) of the Act, the Annual Report of the Company, containing therein its Standalone and the Consolidated Financial Statements are available on the Company’s website www.clubmahindra.com. Further, as per fourth proviso to the said Section, the Audited Annual Accounts of each of the said subsidiary companies of the Company are also available on the Company’s website at www.clubmahindra.com. Any Shareholder who may be interested in obtaining a copy of the aforesaid documents may write to the Chief Financial Officer at the Company’s Registered/ Corporate Office. Further, the said documents will be available for examination by the Shareholders of the Company at its Registered Office during all working days except Saturday, Sunday, Public Holidays and National Holidays, between 10.00 AM to 12.00 Noon.

18. Directors

As on March 31, 2018, your Company had 9 Directors, which includes 5 Independent Directors (IDs), 3 Non-Executive Directors (NEDs) and 1 Executive Director (ED).

During the year under review, the Board of Directors at their meeting held on May 19, 2017 pursuant to the recommendation of the Nomination and Remuneration Committee approved the remuneration payable to Mr. Kavinder Singh (DIN 06994031) for the period of 2 (two) years i.e. from November 3, 2017 to November 2, 2019 (both days inclusive) and subsequently, the same was approved by the Shareholders at the Annual General Meeting of the Company held on August 2, 2017.

Mr. S Krishnan (DIN 00212875), who was appointed as an Executive Director of the Company with effect from January 22, 2015 for a period of three years by the Shareholders of the Company, had expressed his desire not to be re-appointed and hence, ceased to be an Executive Director of the Company upon completion of his tenure on January 21, 2018 and consequently, he also ceased to be a Director of the Company with effect from January 22, 2018. Mr. Krishnan joined the Company as Chief Financial Officer (CFO) with effect from April 1, 2014 and was further elevated as CFO & Executive Director of the Company with effect from January 22, 2015. Mr. Krishnan played an important role in strengthening the systems & processes and in the acquisition of Finland subsidiary, HCR. The Board placed on record its sincere appreciation for the contributions made by Mr. Krishnan during his association with the Company.

19. Retirement by Rotation

In terms of the Articles of Association of the Company and as per Section 152(6) of the Act, Mr. Vineet Nayyar (DIN 00018243), being longest in the office, is liable to retire by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. However, Mr. Vineet Nayyar has expressed his desire not to seek re-appointment. It is proposed not to fill up the vacancy thereby caused.

Mr. Vineet Nayyar was appointed as a Director on the Board of the Company with effect from January 23, 2007 and has made notable contributions towards the effective functioning of the Board of the Company. The Board placed on record its sincere appreciation for the contributions made by Mr. Vineet Nayyar during his association with the Company.

20. Declaration by Independent Directors

The Company has received necessary declaration from each Independent Director under Section 149(7) of the Act that he / she meets the criteria of independence laid down in Section 149(6) of the Act and Regulation 16 of the SEBI Listing Regulations.

21. Key Managerial Personnel (KMPs)

Mrs. Akhila Balachandar was appointed as the Chief Financial Officer (CFO) of the Company and was designated as a KMP w.e.f. May 20, 2017 and consequently, Mr. S Krishnan was re-designated from “CFO & Executive Director” to “Executive Director” of the Company with effect from the said date.

Further, as informed earlier, Mr. S Krishnan ceased to be an Executive Director and KMP of the Company upon completion of his tenure on January 21, 2018.

During the year under review, Mr. Dinesh Shetty ceased to be General Counsel & Company Secretary and KMP (including the Compliance Officer under the SEBI Listing Regulations) of the Company with effect from the closure of business hours of March 31, 2018. The Board placed on record its sincere appreciation for the contributions made by Mr. Dinesh Shetty during his association with the Company.

As on March 31, 2018, Mr. Kavinder Singh, Managing Director & CEO and Mrs. Akhila Balachandar, CFO, are the KMPs as per the provisions of the Act.

22. Board Evaluation

The Board has conducted an annual evaluation of the performance of all its Directors, Committees of the Board and that of its Non-Executive Chairman, in terms of the relevant provisions of the Act, Rules made thereunder and SEBI Listing Regulations. The manner in which the evaluation was conducted by the Company has been explained in the Corporate Governance Report, which forms a part of this Annual Report.

The Policy on appointment of Directors and Senior Management, Policy on Remuneration of Directors and Policy on Remuneration of Key Managerial Personnel and Employees are attached herewith and marked as Annexure IV, Annexure V-A and Annexure V-B respectively.

The Managing Director & CEO of the Company does not receive remuneration or commission from any of its subsidiaries and draws remuneration only from the Company.

23. Number of Board Meetings

During the year under review, the Board of Directors met 6 (six) times. The details of the Board Meetings and attendance of Directors are provided in the Report on Corporate Governance, which forms a part of this Annual Report.

24. Composition of Audit Committee

The Audit Committee consists of Mr. Sridar Iyengar as its Chairman and Mr. Cyrus Guzder, Mr. Rohit Khattar, Mr. Sanjeev Aga and Mr. V S Parthasarathy as its members. Further details are provided in the Report on Corporate Governance, which forms a part of this Annual Report.

25. Directors’ Responsibility Statement

Pursuant to Section 134(3)(c) of the Act, your Directors state that:

a) in the preparation of the annual accounts for the year ended March 31, 2018, the applicable Accounting Standards had been followed and there is no material departure;

b) they have 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 the Company as at March 31, 2018, and of the profit of the Company for the year ended on that date;

c) they have 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;

d) the annual accounts have been prepared on a going concern basis;

e) 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; and

f) 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.

26. Internal Financial Controls and Their Adequacy

The Company has an adequate internal control system, commensurate with the size and nature of its business. The system is supported by documented policies, guidelines and procedures to monitor business and operational performance which are aimed at ensuring business integrity and promoting operational efficiency. Further details are provided in the Management Discussion and Analysis Report, which forms a part of this Annual Report. During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act, details of which needs to be mentioned in this Report.

27. Consolidated Financial Statements

The Consolidated Financial Statements of the Company and its subsidiaries prepared in accordance with the Act and applicable Accounting Standards forms part of this Annual Report.

The Consolidated Financial Statements presented by the Company includes the Financial Results of its subsidiary companies, associates and joint venture company.

28. Risk Management

Your Company has a well-defined risk management framework to identify and evaluate elements of business risk. These are discussed in detail in the Management Discussion and Analysis Report forming part of this Annual Report.

29. Disclosure requirements:

- The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

- Effective July 1, 2017 with initiation of the Goods and Service Tax (GST) regime, India introduced the landmark tax reform. Your Company made a timely and seamless transition to the new GST system.

30. Auditors

A) Statutory Auditors

The Shareholders at their 21st Annual General Meeting (“AGM”) held on August 2, 2017, approved the appointment of M/s B S R & Co. LLP, Mumbai (ICAI membership No:101248W/W-100022) as the Statutory Auditors of the Company for a period of 5 (five) years commencing from the conclusion of the 21st AGM till the conclusion of 26th AGM, subject to ratification of their appointment by the Members at every AGM of the Company.

As required under the provisions of Section 139 of the Act, your Company has obtained a written consent from the above Auditors, whose appointment is proposed to be ratified, to the effect that they are eligible to continue as Statutory Auditor of the Company.

The Shareholders are requested to ratify the appointment of Auditors at the forthcoming AGM and fix their remuneration. Accordingly, the appointment of M/s B S R & Co. LLP is being placed before the Shareholders for ratification.

Pursuant to Notification issued by the Ministry of Corporate Affairs on May 7, 2018 amending Section 139 of the Act, the mandatory requirement for ratification of appointment of Auditors by the Shareholders at every AGM has been omitted. Accordingly, the yearly ratification of appointment of the Auditors would not be done at every intervening AGM held after the ensuing AGM i.e. 22nd AGM as the requirement had been done away in the Act.

The Auditors’ Report on the financial statements of the Company for the year ending March 31, 2018 is unmodified i.e. it does not contain any qualification, reservation or adverse remark. The Auditors’ Report is enclosed with the financial statements forming part of the annual report.

B) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Act and Rules thereunder, the Company has appointed M Siroya and Company, Company Secretaries to undertake the secretarial audit of the Company. The Report of the Secretarial Auditors is annexed herewith as Annexure VI.

There are no qualifications, reservations or adverse remarks made by M Siroya and Company, Company Secretaries, Secretarial Auditors of the Company in their Secretarial Audit Report.

31. Deposits

The Company has not accepted any deposits from public or its employees and, as such no amount on account of principal or interest on deposit were outstanding as of the Balance Sheet date.

32. Credit Rating

India Ratings and Research Private Limited (“India Ratings”) has re-affirmed Long-Term Issuer Rating of ‘IND A’ with a stable outlook to your Company. The ‘IND A’ rating indicates adequate degree of safety regarding timely servicing of financial obligations. India Ratings continues to take a consolidated view of the Company and its subsidiaries, including HCR, Finland, to arrive at the ratings.

33. Material Changes and Commitment Affecting Financial Position of the Company

There are no material changes and commitments, affecting financial position of the Company which have occurred between the end of the financial year of the Company i.e. March 31, 2018, and the date of the Directors’ Report.

34. Extract of Annual Return

An extract of the Annual Return as of March 31, 2018, pursuant to sub section (3) of Section 92 of the Act, in form MGT 9 is annexed herewith as Annexure VII.

35. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Your Company continuously strives to conserve energy, adopt environment friendly practices and employ technology for more efficient operations. Some of these initiatives are discussed in the section on Sustainability in the Management Discussion and Analysis Report, which forms a part of this Annual Report.

The particulars relating to the energy conservation, technology absorption and foreign exchange earnings and outgo, as required under Section 134(3)(m) of the Act and Rule 8(3)of the Companies (Accounts) Rules, 2014 are given in the Annexure VIII to this Report.

36. Human Resources

The Company takes pride in the commitment, competence and dedication shown by its employees in all areas of its business. It considers people as its biggest assets. It has put concerted efforts in talent management and succession planning practices, strong performance management and learning and training initiatives to ensure that your Company consistently develops inspiring, strong and credible leadership. Apart from continued investment in skill and leadership development of its people, this year your Company has also focused on Employee Engagement Initiatives aimed at increasing the Culture of Innovation & Collaboration across all strata of the workforce. This year the Employee Engagement Scores as reflected through MCARES survey (an internal benchmarking exercise within the Mahindra Group) has been the highest ever for your Company. Your Company has also been certified as one of India’s Great Places to Work For and recognised amongst the 100 best companies to work for by Great Place To Work (GPTW) Organization. These are discussed in detail in the Management Discussion and Analysis Report forming part of this Annual Report.

The Company has a Policy on Prohibition, Prevention and Redressal of Sexual Harassment of Women at Workplace and matters connected therewith or incidental thereto covering all the aspects as contained under The Sexual Harassment of Women at Workplace (Prohibition, Prevention and Redressal) Act, 2013. There was one complaint pending at the beginning of the year. During the year under review, the Company received four complaints under the Policy. While four complaints were disposed and appropriate actions were taken in all cases within the statutory timelines, one compliant was pending at the end of the year, which was also investigated and resolved prior to the date of this Report. Further, there were no complaints pending for more than 90 days during the year.

37. Particulars of Employees

The disclosure with respect to the remuneration of Directors, KMPs and employees under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (“the Rules”), forms a part of this report as Annexure IX.

The Company had 6 (six) employees who were employed throughout the year and were in receipt of remuneration more than Rs.102 lakh per annum and 1 (one) employee was employed for part of the year and was in receipt of remuneration of more than Rs.8.50 lakh per month.

In terms of Section 136 of the Act, the copy of the Financial Statements of the Company, including the Consolidated Financial Statements, the Auditor’s Report and relevant Annexures to the said Financial Statements and reports are being sent to the Members and other persons entitled thereto, excluding the information in respect of the said employees containing the particulars as specified in Rule 5(2) of the said Rules, which is available for inspection by the Members at the Company’s Registered Office during all working days except on Saturday, Sunday, Public Holidays and National Holidays, between 10.00 AM to 12.00 Noon up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, he may write to the Chief Financial Officer of the Company at its Registered/Corporate Office.

The Financial Statements, reports etc. of the Company are available on the website of the Company www.clubmahindra.com.

38. Acknowledgement and Appreciation

Your Directors take this opportunity to thank the Company’s Customers, Shareholders, Suppliers, Bankers, Financial Institutions and the Central and State Governments for their unstinted support. The Directors would also like to place on record their appreciation to employees at all levels for their hard work, dedication and commitment.

For and on behalf of the Board

Arun Nanda

Mumbai Chairman

May 8, 2018 DIN: 00010029

स्रोत: रेलीगरे टेचनोवा

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