The General Manager 10th August, 2019 Dept. of Corporate ......The General Manager 10th August, 2019...

The General Manager 10th August 2019 Dept of Corporate Services

BSE Limited

1st floor New Trading Ring

Rotunda Building PJ Towers

Dalal Street Fort

Mumbai 400 001

Dear Sirs

Report and Accounts for the financial year ended 31st March 2019

We enclose a copy of the Report and Accounts of the Company for the financial year

ended 31st March 2019 containing the Notice dated 15th July 2019 convening the 37th

Annual General Meeting of the Company on 7th September 2019 at Vadodara in terms

of Regulations 30 and 34 of the SEBI (Listing Obligations and Disclosure Requirements)

Regulations 2015

Yours faithfully For Gujarat Hotels Limited Mayur Agarwal Compliance Officer Encl aa

REPORT AND ACCOUNTS 2019

1

Board of Directors amp Committees 2

Notice of Annual General Meeting 3

Your Directors 9

Report on Corporate Governance 11

Shareholder Information 17

Report of the Board of Directors amp Management 20Discussion and Analysis

CEO and CFO Compliance Certificate 39

Balance Sheet 40

Statement of Profit and Loss 41

Statement of changes in equity 42

Cash Flow Statement 43

Notes to the Financial Statements 44

Independent Auditors Report 58

Board of DirectorsCONTENTS

2

BOARD OF DIRECTORS amp COMMITTEES

Board Committees

Chairman and Non-Executive Director

Nakul Anand

Non-Executive Directors

Mohan Swarup Bhatnagar

Devkanya Roy Choudhury

Cheruvettolil Kochukoshy Koshy

Mahalinga Narayanan

Jagdish Singh

M Narayanan Chairman C K Koshy Chairman J Singh Chairman

C K Koshy Member N Anand Member D R Choudhury Member

J Singh Member M Narayanan Member C K Koshy Member

M Agarwal Invitee J Singh Member

K Pahwa Invitee

Representative of InviteeStatutory Auditors

Audit Committee Nominations andRemuneration Committee

StakeholdersRelationship Committee

Key Managerial Personnel

Board of Directors

Registered Office Statutory Auditors Registrar and Share Transfer AgentsWelcomHotel Vadodara K C Mehta amp Co MCS Share Transfer Agent LimitedR C Dutt Road Alkapuri Chartered Accountants F-651st FloorVadodara - 390 007 Vadodara Okhla Industrial Area Phase - 1Tel 0265-233 0033 New Delhi 110 020CIN L55100GJ1982PLC005408 Tel 011-4140 6149-52 4160 9386Website wwwgujarathotelsltdinE-mail ghlinvestorsyahoocoin

Chief Executive Officer - Kunal Pahwa Chief Financial Officer - Mayur Agarwal

3

NOTICE IS HEREBY GIVEN that the Thirty Seventh AnnualGeneral Meeting of the Members of Gujarat Hotels Limitedwill be held at the Registered Office of the Company atWelcomHotel Vadodara R C Dutt Road Alkapuri Vadodarandash 390 007 on Saturday the 7th day of September 2019 at1100 am for the transaction of the following businesses-

ORDINARY BUSINESS

1 To consider and adopt the Financial Statements of theCompany for the financial year ended 31st March2019 and the Reports of the Board of Directors andthe Auditors

2 To declare dividend for the financial year ended31st March 2019

3 To appoint a Director in place of Mr Jagdish Singh(DIN 00042258) who retires by rotation and beingeligible offers himself for re-election

4 To consider and if thought fit to pass the followingresolution as an Ordinary Resolution-

ldquoResolved that in accordance with the provisions ofSection 142 of the Companies Act 2013 payment ofremuneration of ` 60000- (Rupees Sixty Thousandonly) to Messrs K C Mehta amp Co CharteredAccountants (FRN 106237W) to conduct the audit forthe financial year 2019-20 plus goods and servicestax as applicable and reimbursement of out-of-pocketexpenses incurred be and is hereby approvedrdquo

SPECIAL BUSINESS


ldquoResolved that in accordance with the provisions ofSection 149 read with Schedule IV of the CompaniesAct 2013 and Regulation 17 of the Securities andExchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 thisMeeting hereby approves the appointment ofMr Mohan Swarup Bhatnagar (DIN 00834857) as anIndependent Director of the Company for a period offive years with effect from 28th June 2019 or till suchearlier date as may be determined by any applicablestatutes rules regulations or guidelinesrdquo

6 To consider and if thought fit to pass the followingresolution as a Special Resolution-

ldquoResolved that in accordance with the provisions ofSection 149 read with Schedule IV of the Companies

GUJARAT HOTELS LIMITEDCIN L55100GJ1982PLC005408

Registered Office WelcomHotel Vadodara R C Dutt Road Alkapuri Vadodara-390 007Tel +91 0265 233 0033 E-mail ghlinvestorsyahoocoin Website wwwgujarathotelsltdin

NOTICE OF 37TH ANNUAL GENERAL MEETING

AGM NOTICE

Act 2013 and Regulation 17 of the Securities andExchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 thisMeeting hereby approves the re-appointment ofMr Cheruvettolil Kochukoshy Koshy (DIN 01478704)as an Independent Director of the Company for aperiod of five years with effect from 29th September2019 or till such earlier date as may be determinedby any applicable statutes rules regulations orguidelinesrdquo


ldquoResolved that in accordance with the provisions ofSection 149 read with Schedule IV of the CompaniesAct 2013 and Regulation 17 of the Securities andExchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 thisMeeting hereby approves the re-appointment ofMr Mahalinga Narayanan (DIN 00159288) as anIndependent Director of the Company for a period offive years with effect from 29th September 2019 or tillsuch earlier date as may be determined by anyapplicable statutes rules regulations or guidelinesrdquo

The Register of Members of the Company will remainclosed from Friday 30th August 2019 to Saturday7th September 2019 both days inclusive ShareTransfers received in order at the Companyrsquos Registrarand Share Transfer Agents Messrs MCS ShareTransfer Agent Limited F-65 1st Floor Okhla IndustrialArea Phase - I New Delhi - 110 020 by 530 pm onThursday 29th August 2019 will be processed forpayment of dividend if declared to the transferees orto their mandatees and the dividend if declared willbe paid on Friday 13th September 2019 to thoseMembers entitled thereto and whose names willappear in the Register of Members of the Companyon 7th September 2019 or to their mandatees subjecthowever to the provisions of Section 126 of theCompanies Act 2013 In respect of dematerialisedshares the dividend will be paid on the basis ofbeneficial ownership as on 29th August 2019 as perdetails to be furnished by National SecuritiesDepository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL) for this purpose

By Order of the BoardGujarat Hotels Limited

Place New Delhi Jagdish SinghDate 15th July 2019 Director

4

NOTES

1 A Member entitled to attend and vote at the AnnualGeneral Meeting (lsquoAGMrsquo) may appoint a proxy toattend and vote on his behalf A proxy need not be aMember of the Company

Proxies in order to be effective must be received atthe Registered Office of the Company not less thanforty-eight hours before the commencement of the AGMie by 1100 am on 5th September 2019

Corporate Members are required to send to theRegistered Office of the Company a certified copy ofthe Board Resolution pursuant to Section 113 of theCompanies Act 2013 (lsquothe Actrsquo) authorising theirrepresentatives to attend and vote at the AGM

2 Explanatory Statement pursuant to Section 102 of theAct relating to the Special Business to be transactedat this AGM is annexed

3 Route map of the AGM venue pursuant to theSecretarial Standard on General Meetings is alsoannexed

4 In terms of Section 108 of the Act read with Rule 20 ofthe Companies (Management and Administration)Rules 2014 the Resolutions for consideration at thisAGM will be transacted through remote e-voting (facilityto cast vote from a place other than the venue of theAGM) for which purpose the Board of Directors of theCompany (lsquothe Boardrsquo) have engaged the services ofCDSL

The facility for voting through ballot paper will beavailable at the AGM venue for those Members who donot cast their votes by remote e-voting prior to the AGMMembers who cast their votes by remote e-voting mayattend the Meeting but will not be entitled to cast theirvotes once again The Board has appointedMr Suresh Kabra (ACS 9711) Partner Messrs SamdaniKabra amp Associates Company Secretaries as theScrutinizer to scrutinize the process of remote e-votingand voting through ballot paper at the AGM venue

5 Voting rights will be reckoned on the paid-up value ofshares registered in the name of the Members on31st August 2019 (cut-off date) Only those Memberswhose names are recorded in the Register ofMembers of the Company or in the Register ofBeneficial Owners maintained by the Depositories ason the cut-off date will be entitled to cast their votes byremote e-voting or voting through ballot paper at theAGM venue A person who is not a Member on thecut-off date should accordingly treat this Notice as forinformation purposes only

6 Unclaimed dividend for the financial year ended31st March 2012 and the corresponding Equity Sharesof the Company in respect of which dividend

entitlements remain unclaimed for seven consecutiveyears will be due for transfer to the Investor Educationand Protection Fund of the Central Government on14th September 2019 pursuant to the provisions ofSection 124 of the Act read with the Investor Educationand Protection Fund Authority (Accounting AuditTransfer and Refund) Rules 2016 Members arerequested to claim the said dividend details of whichare available on the Companyrsquos websitewwwgujarathotelsltdin under the section lsquoGeneralInformationrsquo under lsquoShareholder Valuersquo The Companywill not be able to entertain any claim received after12th September 2019 in respect of the same

7 Members may visit the Companyrsquos website to viewthe Financial Statements or access informationpertaining to the Company Queries if any should besent at least 10 days before the AGM to theChief Financial Officer at the Registered Office of theCompany

8 Members are required to bring their admission slipsto the AGM Duplicate admission slips or copies of theReport and Accounts will not be made available at theAGM venue

9 The procedure with respect to remote e-voting isprovided below

I The period for remote e-voting begins onTuesday 3rd September 2019 at 900 am andends on Friday 6th September 2019 at 500 pmDuring this period Members of the Companyholding shares either in certificate form or indematerialised form as on the cut-off date ie31st August 2019 may cast their voteselectronically The e-voting module shall bedisabled by CDSL for voting thereafter

II The Members should log on to the e-votingwebsite wwwevotingindiacom

III Click on lsquoShareholders MembersrsquoIV Now enter your user ID as under

bull For CDSL 16 digits beneficiary ID

bull For NSDL 8 character DP ID followed by 8digits Client ID

bull Members holding shares in certificate formshould enter Folio Number registered withthe Company

V Thereafter enter the image verification code asdisplayed and Click on lsquoLoginrsquo

VI If you are holding shares in dematerialised formand had logged on to wwwevotingindiacom andcasted your vote earlier for any company thenyour existing password is to be used If you have

5

forgotten the password then enter user ID andthe image verification code and click on forgotpassword amp enter the details as prompted by thesystem

VII If you are a first time user please follow the stepsgiven below

For Members holding shares either in dematerialisedform or in certificate form

PAN Enter your 10 digit alpha-numeric PAN issuedby Income Tax Departmentbull Members who have not updated their

PAN with the Company DepositoryParticipant are requested to use the firsttwo letters of their name and the 8 digitsof the sequence number in the PAN field

bull In case the sequence number is lessthan 8 digits enter the applicable numberof 0rsquos before the number after the firsttwo characters of the name in CAPITALletters Eg If your name is RameshKumar with sequence number I thenenter RA00000001 in the PAN field

Dividend Enter the Dividend Bank Details or Date ofBank Birth (in ddmmyyyy format) as recorded inDetails your demat account or in the CompanyOR records in order to loginDate of bull If both the details are not recorded withBirth the Depository or the Company please

enter your member ID folio number inthe Dividend Bank details field asmentioned in instruction IV

VIII After entering these details appropriately click onlsquoSubmitrsquo

IX Members holding shares in certificate form willthen reach directly to the Companyrsquos selectionscreen

X Members holding shares in dematerialised formwill then reach the lsquoPassword Creationrsquo menuwherein they are required to mandatorily entertheir login password in the new password fieldKindly note that this password can be used forvoting on resolutions of any other company onwhich you are eligible to vote provided that thesaid company opts for e-voting through CDSLplatform It is strongly recommended not to shareyour password with any other person and takeutmost care to keep your password confidential

XI For Members holding shares in certificate formthe details can be used only for e-voting on theResolutions contained in this Notice

XII Click on the EVSN for Gujarat Hotels Limited

XIII On the voting page you will see lsquoResolutionDescriptionrsquo and against the same the optionlsquoYes Norsquo for voting Select the option lsquoYesrsquo or lsquoNorsquoas desired The option lsquoYesrsquo implies that youassent to the Resolution and the option lsquoNorsquoimplies that you dissent to the Resolution

XIV Click on the lsquoResolutions File Linkrsquo if you wish toview the entire Resolution details

XV After selecting the Resolution you have decidedto vote on click on lsquoSubmitrsquo A confirmation boxwill be displayed If you wish to confirm your voteclick on lsquoOkrsquo else to change your vote click onlsquoCancelrsquo and accordingly modify your vote

XVI Once you lsquoConfirmrsquo your vote on the Resolutionyou will not be allowed to modify your vote

XVII You can also take a print of the votes cast byclicking on lsquoClick here to printrsquo option on theVoting page

XVIII Members can also cast their vote using CDSLrsquosmobile app lsquom-Votingrsquo available on Android Appleand Windows based mobiles Members may login to m-Voting using their e-voting credentials tovote on the Company Resolutions

XIX Note for NonndashIndividual Members and Custodians

bull Non-Individuals Members (ie other than HUFIndividuals NRI etc) and Custodians are requiredto log on to wwwevotingindiacom and registerthemselves as Corporates

bull A scanned copy of the Registration Form bearingthe stamp and sign of the entity should be emailedto helpdeskevotingcdslindiacom

bull After receiving the login details user would be ableto link the account(s) for which they wish to voteon

bull The list of accounts linked in the login should bemailed to helpdeskevotingcdslindiacom and onapproval of the accounts they would be able tocast their vote

bull A scanned copy of the Board Resolution and Powerof Attorney (POA) which they have issued in favourof the Custodian if any should be uploaded in PDFformat in the system for the Scrutinizer to verify thesame

XX In case you have any queries or issues regardinge-voting you may refer to the Frequently AskedQuestions and e-voting manual available underthe help section of CDSLrsquos e-voting websitewwwevotingindiacom or write an email tohelpdeskevotingcdslindiacom or contact

6

Mr Rakesh Dalvi at telephone no 18002005533(toll free) You may also address your queries grievances relating to remote e-voting or votingat the meeting to Mr M Agarwal ComplianceOfficer at e-mail ID ghlinvestorsyahoocoin orat telephone no 0265 233 0033

XXI Those who become Members of the Companyafter despatch of the Notice but on or before31st August 2019 (cut-off date) may follow thesteps from Sl Nos II to XIX mentioned above forcasting of vote

XXII General Information

(a) There will be one vote for every Client ID NoRegistered Folio No irrespective of thenumber of joint holders

(b) The Results of voting will be declaredwithin 48 hours from the conclusion of theAGM and the Resolutions will be deemedto be passed on the date of the AGMsubject to receipt of requisite number ofvotes The declared Results along with theScrutinizerrsquos Report will be availableforthwith on the Companyrsquos websitewwwgujarathotelsltdin under the sectionlsquoInvestor Relationsrsquo and on the website ofCDSL such Results will also be forwardedto BSE Limited where the Companyrsquosshares are listed

EXPLANATORY STATEMENT

Annexed to the Notice convening the Thirty Seventh AnnualGeneral Meeting to be held on Saturday 7th September2019

Item No 5

The Board of Directors of the Company (lsquothe Boardrsquo) at themeeting held on 28th June 2019 on the recommendationof the Nominations and Remuneration Committee(lsquothe Committeersquo) approved the appointment of Mr MohanSwarup Bhatnagar as Additional Director with effect from28th June 2019 and subject to the approval of the Membersalso as Independent Director of the Company for a periodof five years with effect from the said date in terms of Section149 read with Schedule IV of the Companies Act 2013 (lsquotheActrsquo) and Regulation 17 of the Securities and ExchangeBoard of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (lsquothe Listing Regulations2015rsquo)

Mr Bhatnagar (67) is a Science Graduate from St StephenrsquosCollege University of Delhi and is an MBA from the Facultyof Management Studies University of Delhi

Mr Bhatnagar joined ITC Limited (ITC) in 1975 in the HotelsDivision He held various job positions in Finance beforetaking over as the Head of Finance in 1997 withresponsibility for Treasury Audit Purchasing MaterialManagement and Information Technology Subsequentlyhe held charge of Growth and Development for the HotelsBusiness as Executive Vice President He was a memberof the Management Committee of the Division and was onthe Boards of Joint Venture and Subsidiary companies ofITC He retired from ITC in September 2013 Currently heis actively involved in angel investing and in mentoringselect start-up ventures

The Committee and the Board are of the view that theassociation of Mr Bhatnagar and the rich experience hebrings with him would benefit the Company Declarationhas been received from Mr Bhatnagar that he meets thecriteria of Independence prescribed under Section 149 ofthe Act read with the Companies (Appointment andQualification of Directors) Rules 2014 and Regulation 16of the Listing Regulations 2015 In the opinion of your BoardMr Bhatnagar fulfils the conditions specified in the Act theRules thereunder and the Listing Regulations 2015 forappointment as an Independent Director and he isindependent of the management of the CompanyMr Bhatnagar will be entitled to sitting fees for attending themeetings of the Board and its Committees

Requisite Notice under Section 160 of the Act proposingthe appointment of Mr Bhatnagar has been received by theCompany and consent has been filled by Mr Bhatnagarpursuant to Section 152 of the Act

Mr Bhatnagar holds 2500 shares in the Company

Mr Bhatnagar and his relatives are interested in thisResolution None of the other Directors and Key ManagerialPersonnel of the Company or their relatives is interestedin this Resolution

The Board recommends this Resolution for your approval

Item Nos 6 amp 7

The Members of the Company at the Thirty Second AnnualGeneral Meeting held on 29th September 2014 approvedthe appointment of Mr Koshy and Mr M Narayanan asIndependent Directors of the Company for a period of fiveyears with effect from the said date Mr Koshy andMr Narayanan will complete their respective terms on28th September 2019

The Board of Directors of the Company (lsquothe Boardrsquo) at themeeting held on 15th April 2019 on the recommendationof the Nominations and Remuneration Committee (lsquotheCommitteersquo) recommended for the approval of theMembers the re-appointment of Mr Koshy andMr Narayanan as Independent Directors of the Companywith effect from 29th September 2019 in terms of Section149 read with Schedule IV of the Companies Act 2013 (lsquothe

7

Actrsquo) and Regulation 17 of the Securities and ExchangeBoard of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (lsquoListing Regulations2015rsquo) as set out in the Resolutions relating to theirrespective re-appointment

The Committee and the Board are of the view that giventhe knowledge experience and performance of Mr Koshyand Mr Narayanan and contribution to the Board processesby them their continued association would benefit theCompany Declarations have been received from Mr Koshyand Mr Narayanan that they meet the criteria ofIndependence prescribed under Section 149 of the Act readwith the Companies (Appointment and Qualification ofDirectors) Rules 2014 and Regulation 16 of the ListingRegulations 2015 In the opinion of the Board Mr Koshyand Mr Narayanan fulfil the conditions specified in the Actthe Rules thereunder and the Listing Regulations 2015 forre-appointment as Independent Directors and they areindependent of the management of the Company Mr Koshyand Mr Narayanan will be entitled to sitting fees for attendingmeetings of the Board and its Committees

Consent of the Members by way of Special Resolution isrequired for re-appointment of Mr Koshy and Mr Narayananin terms of Section 149 of the Act Further pursuant toRegulation 17 of the Listing Regulations 2015 consent ofthe Members by way of Special Resolution is also requiredfor continuation of a Non-Executive Director beyond the ageof seventy five years During the proposed term ofre-appointment Mr Koshy and Mr Narayanan will attain theage of seventy five years on 12th February 2020 and1st July 2020 respectively The Special Resolutions under

Item No 6 and 7 once passed shall also be deemed asyour approval under the Listing Regulations 2015 forcontinuation of Mr Koshy and Mr Narayanan as IndependentDirectors beyond the age of seventy five years

Requisite Notices under Section 160 of the Act proposingthe re-appointment of Mr Koshy and Mr Narayanan havebeen received by the Company and consents have beenfiled by Mr Koshy and Mr Narayanan pursuant to Section152 of the Act

Additional information in respect of Mr Koshy andMr Narayanan pursuant to the Listing Regulations 2015and the Secretarial Standard on General Meetings isappearing in the Report and Accounts under the sectionslsquoYour Directorsrsquo and lsquoReport on Corporate GovernancersquoMr Koshy and Mr Narayanan do not hold any share in theCompany either in their individual capacity or on a beneficialbasis for any other person

Mr Koshy and Mr Narayanan and their relatives areinterested in the Special Resolutions relating to theirrespective re-appointment None of the other Directors andKey Managerial Personnel of the Company or theirrelatives is interested in these Special Resolutions

The Board recommends these Special Resolutions for yourapproval



8

ROUTE MAP

AGM VenueWelcomHotel VadodaraR C Dutt Road AlkapuriVadodara 390 007

9

N Anand

Nakul Anand (62) DIN 00022279 a Non-Executive Directorof the Company since 10th March 1998 was appointed asthe Chairman of the Company effective 21st March 2009He is an Executive Director on the Board of ITC Limited andholds responsibility for the Hospitality Travel amp Tourismand Lifestyle Retailing businesses of ITC

An Economics Honours Graduate from the Delhi Universitywith an AMP degree from the Bond University AustraliaAnand joined ITC Hotelsrsquo Management TrainingProgramme in 1978 He has also served as the ManagingDirector of erstwhile ITC Hotels Limited during the period2003-05

In a career that spans close to four decades Anand hasbeen acknowledged in the hotels and tourism industry forhis vision and commitment Leveraging the significantlearning of sustainable excellence within ITC he led theteam at ITC Hotels to pioneer the concept of lsquoResponsibleLuxuryrsquo in the hospitality industry securing LEEDreg Platinumcertifications for all ITC premium luxury hotels He hasformulated value-based strategies to create a uniquequality control model His dynamic leadership and passionfor the business is recognised and acknowledged by hispeers He has been a past President of the HotelAssociation of India and past Chairman of the CII NationalTourism Committee Anand is presently a member of theNational Tourism Advisory Council constituted by theMinistry of Tourism Government of India Chairman of theFederation of Associations in Indian Tourism amp Hospitalityand a Member of the Executive Committee of the HotelAssociation of India He is also a Member of the IndiandashSriLanka CEOs Forum Council Member amp ExecutiveCommittee Member of the National Culture Fund Ministryof Culture Government of India and a Member on the Boardof the International Tourism Partnership

Other Directorships

Name of the company Position

International Travel House Limited Chairman amp Non-Executive Director

Landbase India Limited Chairman amp Non-Executive Director

Fortune Park Hotels Limited Chairman amp Non-Executive Director

WelcomHotels Lanka (Private) Limited Chairman amp Non-Executive Director

Srinivasa Resorts Limited Vice Chairman amp Non-Executive Director

ITC Limited Executive Director

Bay Islands Hotels Limited Non-Executive Director

Maharaja Heritage Resorts Limited Non-Executive Director

Committee Membership of other companies

Name of the Committee Positioncompany

International Travel House Limited Nominations amp MemberRemuneration Committee

Landbase India Limited Audit Committee Member

Fortune Park Hotels Limited Corporate Social ChairmanResponsibility Committee

CK Koshy

Cheruvettolil Kochukoshy Koshy (74) DIN01478704 wasappointed as an Independent Non-Executive Director ofthe Company on 1st May 2007 He is Master of Arts inPolitical Science and Public Administration He joined theIndian Administrative Service in 1968 from the Gujarat Cadreand superannuated in February 2005

In a long career spanning over 38 years he has held severaleminent positions including those of Additional ChiefSecretary - Department of Revenue Industries and MinesTourism and Civil Aviation and Finance and PrincipalSecretary to the Chief Minister He served the Governmentof India as Joint Secretary amp Financial Advisor to theDepartment of Atomic Energy and as Executive Director ofNuclear Power Corporation of India Limited He has heldthe posts of Managing Director of the Tourism Corporationof Gujarat Sardar Sarovar Narmada Nigam Gujarat StateSmall Industries Corporation and Girinar Scooter LimitedHe was also the Joint Managing Director of the GujaratIndustrial Investment Corporation and Chairman of GujaratState Petroleum Corporation Limited Gujarat State PetronetLimited and Gujarat Energy Research and ManagementInstitute

Post retirement he has been a consultant to the Departmentfor International Development - UK the World Bank and tothe Department of Personnel and Administrative ReformsGovt of India He was appointed Professor Emeritus in thefaculty of Planning and Public Policy at CEPT UniversityAhmedabad and is an Advisor to both Indian School ofPetroleum and Energy New Delhi and University ofPetroleum and Energy Studies Dehradun Currently he isAdvisor at CEPT University and on the Board of Trustees ofAlliance Francaise Gujarat and GIAN an NGO whichencourages innovation at the grass root level

Koshy does not hold directorship of any other company

M Narayanan

Mahalinga Narayanan (74) DIN 00159288 was appointedas an Independent Non-Executive Director of the Companyon 10th January 2008 He is a post graduate in CommerceGraduate in Law Diploma Holder in Business Managementand holds certified Associated Membership of the Indian

YOUR DIRECTORS

10

Institute of Bankers He has rich experience of over fourdecades in Banking Project Finance Administration andrelated areas

Narayanan started his career with the Reserve Bank ofIndia in 1964 and moved over to the Bank of Baroda in1969 and continued till March 1985 During his tenure inBank of Baroda he worked in all departments of commercialbanking operation and was in-charge of large branches ofthe Bank In April 1985 he joined Industrial FinanceCorporation of India and held senior managementpositions In October 1997 he joined Tourism FinanceCorporation of India Limited as Managing Director and roseto the position of Chairman and Managing Director whichposition he held till his retirement in September 2006 Hewas conferred with ldquoUdyog Rattan Awardrdquo in the year 2005by the Institute of Economic Studies New Delhi

Other Directorships


Cox amp Kings Limited Independent DirectorTulip Star Hotels Limited Independent DirectorRoyale Indian Rail Tours Limited Independent DirectorPride Hotels Limited Chairman amp Independent Director

Committee Membership of other Companies

Name of the company Committee Position

Cox amp Kings Limited Audit Committee ChairmanRemuneration MemberCommittee

Pride Hotels Limited Audit Committee ChairmanRoyale Indian Rail Tours Limited Audit Committee Chairman

Tulip Star Hotels Limited Audit Committee Chairman

J Singh

Jagdish Singh (53) DIN 00042258 was appointed as aNon-Executive Director on the Board of the Company on16th April 2016 A Commerce Graduate and a CharteredAccountant Singh joined ITC Limited in the year 1990During these 26 years he has held various positions inthe finance function He started his career in Treasury andmoved as Corporate Accountant Commercial Manager atCigarette factory at Munger and Head of Finance at ITCEssentra Limited He was then the Head of Treasury

between 2005 and 2015 and is presently the Head ofFinance at ITCrsquos Hotels Division

Other DirectorshipsName of the company Position

International Travel House Limited Non-Executive DirectorFortune Park Hotels Limited Non-Executive DirectorBay Islands Hotels Limited Non-Executive DirectorSrinivasa Resorts Limited Non-Executive DirectorMaharaja Heritage Resorts Limited Non-Executive DirectorMimec (India) Limited Non-Executive DirectorLandbase India Limited Additional Non-Executive DirectorLogix Developers Private Limited Non-Executive Director

Committee Membership of other companiesName of the Committee Positioncompany

International Travel House Limited Stakeholders Relationship MemberCommitteeAudit Committee MemberNominations amp Remuneration MemberCommittee

Fortune Park Hotels Limited Corporate Social MemberResponsibility Committee

Srinivasa Resorts Limited Audit Committee ChairmanCorporate Social MemberResponsibility Committee

D R Choudhury

Devkanya Roy Choudhury (41) DIN 07066556 wasappointed as a Non-Executive Director of the Company on19th January 2015 A Graduate from the National LawSchool of India University Bengaluru she joined ITC Limitedin 2001 As part of Corporate Legal of ITC she has rich andvaried experience in handling legal matters pertaining tovarious divisions including Tobacco Hotels Personal CareLifestyle Retailing Education amp Stationery Paperboards ampSpecialty Papers ITC Infotech as also dealing with mergersamp acquisitions and key litigation across ITC CurrentlyMs Choudhury is the Senior Associate General Counsel ofITC Limited

Other Directorships

Name of the Company Position

WelcomHotels Lanka (Private) Limited Non-Executive Director

YOUR DIRECTORS

Denotes foreign company Denotes listed Indian company whose equity shares or preference shares or debt securities are listed on a recognised

stock exchangeNotes1 Other Directorships and Committee Memberships of Directors are as on 15th April 20192 Committee Memberships cover Committees under the Companies Act 2013 viz Audit Committee Stakeholders

Relationship Committee Nomination and Remuneration Committee and CSR Committee of Indian Companies

11

REPORT ON CORPORATE GOVERNANCE

The Directors present the Companyrsquos Report on CorporateGovernance pursuant to the Securities and Exchange Boardof India (Listing Obligations and Disclosure Requirements)Regulations 2015 (lsquoListing Regulations 2015rsquo)

THE COMPANYrsquoS GOVERNANCE PHILOSOPHY

The Company firmly believes in good CorporateGovernance and has made it a practice and a continuousprocess of development right across the Company TheCompanyrsquos philosophy on Corporate Governanceenvisages attainment of high level of transparency andaccountability in the functioning of the Company andconduct of business and places due emphasis onregulatory compliance It has empowered the ExecutiveManagement to take decisions with regard to day-to-dayoperations and has also created checks and balances thatsuch decisions are taken with care and responsibility tomeet stakeholdersrsquo aspirations and societal expectations

The Companyrsquos corporate philosophy is focused on itspeople who are its most important asset and it values itsemployeesrsquo integrity creativity ability judgement andopinions who in turn demonstrate the highest ethicalstandards and responsibility towards the shareholdersThis has helped the Company take rapid strides in itspursuit of excellence

The Company is committed to enhance shareholder valuein a fair and transparent manner and has been in theforefront for benchmarking itself with the best businesspractices globally

BOARD OF DIRECTORS

All statutory and other significant and material informationare placed before the Board of Directors (the Board) toenable it to discharge its responsibility of strategicsupervision of the Company as trustees of theshareholders

Composition

The Board comprises entirely of Non-Executive Directorsincluding one Woman Director and two IndependentDirectors The strength of the Board as on 15th April 2019is five

The Board Diversity Policy of the Company requires theBoard to have balance of skills experience and diversity ofperspectives appropriate to the Company The skillsexpertise and competencies of the Directors as identifiedby the Board are provided in the Annexure forming part ofthis Report These skills expertise and competencies areavailable in the present mix of the Directors of the Company

Composition of the Board as on 31st March 2019

Category No of PercentageDirectors to total no

of Directors

Non-Executive Independent Directors 3 50Other Non-Executive Directors 3 50Total 6 100

During the year there was no change in the directorshipMr R C Mehta resigned as Non-Executive IndependentDirector of the Company with close of work on 31st March2019 keeping in view the Regulation 17(1A) of ListingRegulations 2015

Mr Mehta has confirmed that there are no other reasons forhis resignation other than stated above

Meetings and Attendance

During the financial year ended 31st March 2019 fourmeetings of the Board were held The intervening periodbetween two Board meetings was well within the maximumgap of 120 days prescribed under the Listing Regulations2015

Board Agenda

Meetings are governed by a structured agenda The Boardmembers in consultation with the Chairman may bring upany matter for the consideration of the Board All majoragenda items are backed by comprehensive backgroundinformation to enable the Board to take informed decisionsAgenda papers are generally circulated seven days prior tothe Board meeting

Information placed before the Board

The following matters are tabled for the Boardrsquos periodicreview information

bull Annual operating plans amp budgets and periodic reviewof the Companyrsquos businesses

bull Quarterly performance

bull External Audit Management Reports (through the AuditCommittee)

bull Status of legal compliance

bull Status and effectiveness of risk management plans

bull Succession to senior management (through theNominations and Remuneration Committee)

bull Statutory compliance reports

bull Show cause demand prosecution adjudicationnotices if any from revenue authorities which areconsidered materially important including anyexposure that exceeds 1 of the Companyrsquos net worthand their outcome

12

bull W rite-offs disposals (fixed assets receivablesadvances etc) on a half-yearly basis

bull Significant development in Human Resources Industrial Relations

bull Material non-compliance of any regulatory or listingrequirements and in relation to shareholdersrsquoservices

bull All other matters required to be placed before theBoard for its review information under the ListingRegulations 2015 and other statutes

Post-meeting follow-up systemThe Governance processes in the Company include aneffective post-meeting follow-up review and reportingprocess for action taken pending on decisions of the Boardand the Board Committees

Details of Board Meeting during the financial year

During the financial year ended 31st March 2019 fourmeetings of the Board were held as follows

SI Date Board No ofNo Strength Directors

present

1 17th April 2018 6 6

2 7th August 2018 6 6

3 1st November 2018 6 5

4 30th January 2019 6 5

COMMITTEES OF THE BOARD

Currently there are three Committees of the Board ndash theAudit Committee the Stakeholders RelationshipCommittee and the Nominations and RemunerationCommittee The terms of reference of the BoardCommittees are determined by the Board from time to timeMeetings of Board Committees are convened by therespective Committee Chairman All the recommendationsmade by Board Committees during the year were acceptedby the Board Minutes of Board Committee meetings areplaced before the Board for its information The role andcomposition of these Committees including the numberof meetings held during the financial year and the relatedattendance are provided below

A AUDIT COMMITTEEThe Audit Committee of the Board provides reassurance tothe Board on the existence of an effective internal controlenvironment that ensuresbull efficiency and effectiveness of operations

bull safeguarding of assets and adequacy of provisionsfor all liabilities

bull reliability of financial and other managementinformation and adequacy of disclosures

bull compliance with all relevant statutesThe role of the Committee includes the followingbull To oversee the Companyrsquos financial reporting process

and the disclosure of its financial information to


Directorsrsquo attendance at the Board Meetings during the financial year and at the last Annual General Meeting (AGM) as alsotheir other Directorships and Committee Memberships are given below

SI Director Category No of Attendance No of No of Membership(s) No Board at last other Chairmanship(s) of Audit

Meetings AGM Directorship(s) Committee Stakeholdersattended Relationship Committee of

other Indian public limitedcompanies

1 N Anand Chairman amp 4 Yes 8 1Non-Executive Director

2 C K Koshy Non-Executive 4 Yes Nil NilIndependent Director

3 R C Mehta1 Non-Executive 2 Yes 4 NilIndependent Director

4 M Narayanan Non-Executive 4 Yes 4 4 (all as Chairman)Independent Director

5 D R Choudhary Non-Executive Director 4 Yes 1 Nil6 J Singh Non-Executive Director 4 Yes 8 3 (including 1 as Chairman)

1 Resigned as Non-Executive Independent Director wef 1st April 2019 Details with respect to other Directorships of the Directors are provided under the section lsquoYour Directorsrsquo in the Report and Accounts

13

ensure that the financial statements are correctsufficient and credible

bull To recommend the appointment remuneration termsof appointment and removal of Statutory Auditors

bull To approve transactions of the Company with relatedparties

bull To evaluate the Companyrsquos internal financial controlsand risk management systems

bull To review with the management the following

- Annual financial statements and Auditorrsquos Reportthereon before submission to the Board forapproval

- Quarterly financial statements before submissionto the Board for approval

bull To review the following

- Management discussion and analysis of financialcondition amp results of operations and mattersrequired to be included in the DirectorsrsquoResponsibility Statement

- Adequacy of internal control systems and theCompanyrsquos statement on the same prior toendorsement by the Board such review to bedone in consultation with the managementStatutory and Internal Auditors

- Adequacy of internal control systems forcompliance with the provisions of the Securitiesand Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015

- Reports of Internal Audit and discussion withInternal Auditors on any significant findings andfollow-up thereon

- Statutory Auditorsrsquo independence andperformance and effectiveness of the auditprocess

- System for storage retrieval security etc of booksof account maintained in the electronic form

- Functioning of Whistleblower mechanism in theCompany

Composition

The Audit Committee as on 15th April 2019 comprisesthree Non-Executive Directors two of whom are IndependentDirectors The Chairman of the Committee is anIndependent Director The Chief Executive Officer the ChiefFinancial Officer and the representative of Statutory Auditorsare Invitees to meetings of the Audit Committee and theCompany Secretary is the Secretary to the Committee Allmembers of the Committee are financially literate twomembers including the Chairman of the Committee haveaccounting and financial management expertise

The names of the members of the Audit Committeeincluding its Chairman are provided under the sectionlsquoBoard of Directors amp Committeesrsquo in the Report andAccounts


During the financial year ended 31st March 2019 fourmeetings of the Audit Committee were held as follows

SI Date Committee No ofNo Strength Members

present1 17th April 2018 4 4

2 7th August 2018 4 4


4 30th January 2019 4 3

Attendance at Audit Committee Meetings during thefinancial year

Member No of meetingsattended

M Narayanan1 4

C K Koshy 4

R C Mehta2 2

J Singh 41 Appointed Chairman wef 15th April 20192 Ceased to be Member and Chairman wef 1st April 2019

B STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee of the Boardoversees redressal of shareholder and investor grievancesand inter alia approves transmission of sharessub-division consolidation renewal of share certificatesissue of duplicate share certificates etc

Composition

The Stakeholders Relationship Committee presentlycomprises three Non-Executive Directors including oneIndependent Director The Chairman of the Committee is aNon-Executive Director The Company Secretary is theSecretary to the Committee

The names of the members of the StakeholdersRelationship Committee including its Chairman areprovided under the section lsquoBoard of Directors ampCommitteesrsquo in the Report and Accounts


During the financial year ended 31st March 2019 sevenmeetings of the Stakeholders Relationship Committeewere held as follows


14



2 29th June 2018 2 2

3 7th August 2018 2 2

4 27th September 2018 2 2


6 4th January 2019 2 2

7 30th January 2019 2 2

Attendance at Stakeholders Relationship CommitteeMeetings during the financial year


J Singh 7

D R Choudhury 7

C K Koshy 0

Appointed Member wef 31st March 2019

C NOMINATIONS AND REMUNERATION COMMITTEEThe Nominations and Remuneration Committee of theBoard inter alia identifies persons qualified to becomeDirectors and formulates criteria for evaluation ofperformance of the Directors and the Board as a wholeThe Committeersquos role includes recommending to theBoard the appointment remuneration and removal ofDirectors and Key Managerial Personnel

Composition

The Nominations and Remuneration Committee as on15th April 2019 comprises four Non-Executive Directorstwo of whom are Independent Directors The Chairman ofthe Committee is an Independent Director The CompanySecretary is the Secretary to the Committee

The names of the members of the Nominations andRemuneration Committee including its Chairman areprovided under the section lsquoBoard of Directors ampCommitteesrsquo in the Report and Accounts


During the financial year ended 31st March 2019 twomeetings of the Nominations and RemunerationCommittee were held as follows



2 30th January 2019 5 4

Attendance at Nominations and Remuneration CommitteeMeetings during the financial year


C K Koshy 2

N Anand 2

R C Mehta1 1

M Narayanan 2

J Singh 21 Ceased to be Member wef 1st April 2019

Remuneration Policy

The Companyrsquos Remuneration Policy aims at attractingand retaining high calibre talent The Remuneration Policytherefore is market-led and takes into account thecompetitive circumstance of each business so as to attractand retain quality talent and leverage performancesignificantly

The Companyrsquos Policy on remuneration of Directors KeyManagerial Personnel and other employees as approvedby the Board may be accessed on its website at httpwwwgujarathotels ltd in polic ies Remuneration-Policy_GHLpdf There has been no change in the Policyduring the year

Remuneration of Directors

Non-Executive Directors are entitled to sitting fees forattending the meetings of the Board and its Committeesthe quantum of which is determined by the Board Thesitting fees to Non-Executive Directors as determined bythe Board are ` 20000- and ` 10000- for each meeting ofthe Board and its Committees respectively

Details of sitting fees paid to the Directors during thefinancial year ended 31st March 2019

Director Sitting Fees (`)

C K Koshy 150000-

R C Mehta1 70000-

M Narayanan 150000-1 Resigned as Non-Executive Independent Director wef1st April 2019

Note Disclosure with respect to Non-Executive Directors ndashPecuniary relationship or transaction None

Performance Evaluation

Performance evaluation of the Board the BoardCommittees and the individual Directors was carried outby the Board in accordance with the Policy approved by theNominations and Remuneration Committee in this regardbrief details of the same are provided in the lsquoReport of theBoard of Directors amp Management Discussion and Analysisrsquoforming part of the Report and Accounts


15

Directorsrsquo Shareholding

Details of Shareholding of the Directors in the Company ason 31st March 2019 are given below

Director No of Equity Shares of ` 10-each held singly jointly

N Anand 200

D R Choudhury Nil

C K Koshy Nil

R C Mehta Nil

M Narayanan Nil

J Singh Nil

OTHER DISCLOSURESbull Details of non-compliances penalties and strictures

by Stock Exchanges SEBI Statutory Authorities onany matter related to capital markets during the lastthree years

Nonebull Inter-se relationships between Directors and Key

Managerial Personnel of the Company

Nonebull Materially significant related party transactions which

may have potential conflict with the interests of theCompany at large

Nonebull Material financial and commercial transactions of

senior management where they may have hadpersonal interest and which had potential conflict withthe interests of the Company at large

Nonebull Details of utilisation of funds raised through

preferential allotment or qualified institutionsplacement

Not Applicablebull Credit rating(s) obtained by the Company for any debt

instrument fixed deposit programme or any otherscheme involving mobilisation of funds

Nonebull None of the Directors of the Company has been

debarred or disqualified from being appointed orcontinuing as a Director by SEBI Ministry of CorporateAffairs Statutory Authorities which has also beenconfirmed by Messrs PB amp Associates PractisingCompany Secretaries

bull Confirmation by the Board with respect to theIndependent Directors is provided in the lsquoReport ofthe Board of Directors amp Management Discussion andAnalysisrsquo forming part of the Report and Accounts

bull Disclosures in relation to the Sexual Harassment ofWomen at Workplace (Prevention Prohibition andRedressal) Act 2013 are provided in the lsquoReport of theBoard of Directors amp Management Discussion andAnalysisrsquo forming part of the Report and Accounts

bull Information with respect to lsquoCommodity Price Risk orForeign Exchange Risk and Hedging Activitiesrsquo

Nonebull The total fees paid by the Company to Messrs K C

Mehta amp Co Statutory Auditors and all other entitiesforming part of the same network aggregate` 100000-

bull Compliance Officer under the Listing Regulations2015

Deepak Kumar Gulati Company Secretary

MEANS OF COMMUNICATION

Timely disclosure of consistent comparable relevant andreliable information on corporate financial performance isat the core of good governance Towards this end thequarterly results of the Company were announced withinforty five days from the end of the quarter Audited annualresults along with the results for the fourth quarter wereannounced within sixty days from the end of the financialyear Extract of these results were published in lsquoTheFinancial Expressrsquo (all editions) and in its Gujarati editionas vernacular newspaper Further quarterly resultsshareholding pattern and other material events amp importantinformation relating to the Company were submitted to BSELimited through BSE Listing Centre for dissemination onits website The Company publishes its quarterlyhalf-yearly and annual financial results and also posts suchresults on its website wwwgujarathotelsltdin

The Report of the Board of Directors forming part of theReport and Accounts includes all aspects of lsquoManagementDiscussion and Analysisrsquo as required under the ListingRegulations 2015

GHL CODE OF CONDUCT FOR PREVENTION OF INSIDERTRADING ndash 2019

The GHL Code of Conduct for Prevention of Insider Tradingapproved by the Board inter alia prohibits trading insecurities of the Company by Directors and employeeswhile in possession of unpublished price sensitiveinformation in relation to the Company

GHL CODE OF CONDUCT

The GHL Code of Conduct is applicable to Directors seniormanagement and employees of the Company The Codeis derived from three interlinked fundamental principlesviz good corporate governance good corporate citizenshipand exemplary personal conduct in relation to theCompanyrsquos business and reputation The Code coversGHLrsquos commitment to sustainable development concern


16

for occupational health safety and environment a genderfriendly workplace transparency and auditability legalcompliance and the philosophy of leading by personalexample The Code is available on the Companyrsquos website

Declaration as required under the Listing Regulations 2015All Directors and senior management of the Companyhave affirmed compliance with the GHL Code of Conductfor the financial year ended 31st March 2019New Delhi K Pahwa15th April 2019 CEO

WHISTLEBLOWER POLICYSynopsis of the Whistleblower Policy of the Company isprovided in the lsquoReport of the Board of Directors ampManagement Discussion and Analysisrsquo forming part of theReport and Accounts The Whistleblower Policy is alsoavailable on the Companyrsquos websiteFAMILIARISATION PROGRAMME FOR DIRECTORSGHL believes that a Board which is well informed familiarised with the Company and its affairs can contributesignificantly to effectively discharge its role of trusteeshipin a manner that fulfils stakeholdersrsquo aspirations andsocietal expectations In pursuit of this the Directors of theCompany are updated on changes developments in thedomestic global corporate and industry scenario includingthose pertaining to statutes legislations and economicenvironment and on matters affecting the Company toenable them to take well informed and timely decisionsFurther details may be accessed on the Companyrsquos websiteat httpwwwgujarathotelsltdinpoliciesDirectorrsquos-Familiarisation-programmespdfPOLICY ON RELATED PARTY TRANSACTIONSThe Policy as approved by the Board may be accessed onthe Companyrsquos website at

h t t p w w w g u j a r a t h o t e l s l t d i n p o l i c i e s Policy_on_Related_Party_TranscationspdfDISCRETIONARY REQUIREMENTS UNDER THE LISTINGREGULATIONS 2015The status of compliance with the discretionaryrequirements under the Listing Regulations 2015 isprovided below1 Chairmanrsquos Office The Company has a Non-Executive

Chairman but he does not maintain any separate officeand hence no expense in this regard is being incurredby the Company

2 Shareholder Rights The quarterly half-yearly andannual financial results of the Company are postedon the Companyrsquos website and extract of these resultsare published in newspapers on an all India basisThe complete Report and Accounts is sent to everyShareholder of the Company

3 Audit Opinion It has always been the Companyrsquosendevour to present financial statements with

unmodified audit opinion The Statutory Auditors haveissued an unmodified audit opinion on the Companyrsquosfinancial statements for the year ended 31st March2019

4 Separate posts of Chairman and Chief ExecutiveOfficer The Company has a Non-Executive Chairmanand a Chief Executive Officer

5 Internal Audit The Internal Auditor of the CompanyMessrs Shah amp Talati Chartered Accountants reportsto the Audit Committee of the Board

GENERAL SHAREHOLDER INFORMATIONProvided in the lsquoShareholder Informationrsquo section of theReport and Accounts

CONFIRMATION OF COMPLIANCEbull It is confirmed that the Company has complied with

the requirements prescribed under Regulations 17 to27 and clauses (b) to (i) of sub - regulation (2) ofRegulation 46 of the Listing Regulations 2015

bull The Statutory Auditorsrsquo Certificate that the Companyhas complied with the conditions of CorporateGovernance is annexed to the lsquoReport of the Board ofDirectors amp Management Discussion and Analysisrsquoforming part of the Report and Accounts

ANNEXURE TO THE REPORT ON CORPORATEGOVERNANCESKILLS EXPERTISE AND COMPETENCIES OF DIRECTORSThe Company believes that Board members should havea balance of skills experience and diversity of perspectivesappropriate to the Company Accordingly the Directorsshould possess one or more of the following skillsexpertise and competencies

1 Leadership

Leadership experience in a commensurate-sizedorganisation with understanding of organisationalsystems and processes strategic areas andemerging business trends

2 Industry Knowledge and Experience

Domain knowledge of Hotel business and itsdynamics long-term strategies and regulatory ampcompetitive environment

3 Finance and Accounting

Ability to understand financial policies accountingstatements and disclosure practices to contribute tothe financial risk management policies and practicesof the Company

4 Governance

Commitment belief and experience in settinggovernance practices to support the Companys legalcompliance systems and governance polic ies practices


17

SHAREHOLDER INFORMATION

AGM Details

Date Saturday 7th September 2019Venue WelcomHotel Vadodara R C Dutt Road

Alkapuri Vadodara 390 007Time 1100 amBook Friday 30th August 2019 toClosure Saturday 7th September 2019Dates (both days inclusive)Dividend Friday 13th September 2019PaymentDate

Registrar and Share Transfer Agents

Messrs MCS Share Transfer Agent Limited are the Registrarand Share Transfer Agents (RTA) of the Company forcarrying out share registration and other related activitiesof the Company

Address for Correspondence

MCS Share Transfer Agent LimitedF-65 1st Floor Okhla Industrial AreaPhase ndash I New Delhi - 110 020Telephone Nos 011 4140 6149-52 4160 9386Facsimile No 011 4170 9881E-mail helpdeskdelhimcsregistrarscom

Shareholders holding shares in the dematerialised formshould address their correspondence except those relatedto dividend to their respective Depository Participants

Share Transfer Committee

The Share Transfer Committee of the Company generallymeets once in ten days for approving share transfers Theprocessing activities with respect to requests received forshare transfers are completed within fifteen days from thedate of receipt of request The Committee met 11 timesduring the financial year ended 31st March 2019 to approveshare transfers There were no share transfers pendingas on 31st March 2019

The Share Transfer Committee presently comprises thefollowing

D R Choudhury - Director MemberJ Singh - Director MemberM Agarwal - Compliance Officer Member

Dematerialisation of Shares and Liquidity

The shares of the Company are available for trading in thedematerialised form under both the Depository Systems inIndia - NSDL and CDSL The International SecuritiesIdentification Number (lSIN) allotted to the Companysshares under the Depository System is INE621C01011

As on 31st March 2019 a total of 3525013 Equity Sharesof the Company which translates to 9307 of the ShareCapital stood dematerialised The processing activitieswith respect to requests received for dematerialisation arecompleted between fifteen to thirty daysShareholder Investor ComplaintsThe Company attends to Shareholder Investor complaintsqueries and other correspondence generally within fifteendays except where constrained by disputes or legalimpedimentsThe Company did not receive any complaint during thefinancial year ended 31st March 2019The e-mail ID earmarked by the Company for this purposeghlinvestorsyahoocoinDistribution of Shareholding as on 31st March 2019

No of No of EquityNo of Shareholders Shares

SharesSlab Total to Total to

Share Shareholders Capital

1 - 500 5152 9455 587438 1551501 - 1000 138 253 112061 296

1001 - 2000 68 125 100167 2652001 - 3000 26 048 62030 1643001 - 4000 16 029 58804 1554001 - 5000 11 020 50785 1345001 - 10000 23 042 163405 431

10001 - 50000 8 015 147787 39050001 - 100000 3 006 226954 599

100001 amp Above 4 007 2278084 6015Total 5449 10000 3787515 10000

Categories of Shareholders as on 31st March 2019Sl Category No of toNo Shares Share

held hold ingA Promoter Holding1 Promoter and Promoter Group

ITC Limited 1733907 4578Russell Investments Limited 300056 792Sub-Total 2033963 5370

B Non Promoter Holding2 Institutional Investorsa Mutual Funds NIL NILb Banks 100 000c Foreign Institutional Investors and NIL NIL

Foreign Portfolio InvestorsSub-Total 100 000

3 Othersa Private Corporate Bodies 193726 511b Indian Public 1335461 3527c NRIs 102362 270d Others 121903 322

Sub Total 1753452 4630Grand Total 3787515 10000

18

Monthly High and Low Quotes and Volume of Sharestraded on BSE Limited

Year Month High L o w Volume(` ) (` ) (Nos)

2018 April 13800 12000 93584May 13100 11710 26778June 12735 11500 18090July 12195 11400 27113August 12295 11450 14900September 12000 10900 23492October 11400 10505 18787November 12975 10700 15386December 11490 10700 40291

2019 January 11320 10700 22160February 11185 10005 12395March 11295 10400 21625

Performance in comparison to broad based indices suchas SampP BSE Sensex

Note - Indicates monthly closing positions

Listing of Shares on Stock Exchange (with Stock Code)BSE Limited (507960)Phiroze Jeejeebhoy Towers Dalal Street Mumbai 400 001Telephone Nos 022-2272 1233 34Facsimile No 022-2272 1919E-mail isbseindiacomWebsite wwwbseindiacom

The Listing Fee for the financial year 2019-20 has beenpaid to BSE Limited

Financial CalendarFinancial Year 2019-20(1st April - 31st March)

1 First Quarter Results July 20192 Second Quarter and October November 2019

Half-Year Results3 Third Quarter Results January February 20204 Fourth Quarter and May 2020

Annual Results

Particulars of past three AGMsAGM Financial Venue Date Time Special

Year ResolutionPassed

36th 2017-18 WelcomHotel 07-08-2018 NoneVadodara

35th 2016-17 R C Dutt Road 08-08-2017 1100 NoneAlkapuri am

34th 2015-16 Vadodara 20-09-2016 None390 007

Postal Ballot

No special resolution requiring postal ballot was eitherproposed last year or is being proposed for the ensuing AGM

SHAREHOLDER REFERENCER

Transfer of Shares in certificate form

Effective 1st April 2019 transfer of shares of a listedcompany can only be effected in dematerialised form interms of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Shareholders holdingshares in the certificate form are therefore requested todematerialise their shares in their own interestCommunication in this respect has been sent by theCompany during the year to the concerned ShareholdersHowever transfer deeds which were lodged with theCompany on or before 31st March 2019 but were returneddue to any deficiency will be processed upon re-lodgement

Transfer of Dividend and corresponding Equity Shares tothe Investor Education and Protection Fund (IEPF)

During the financial year 2018-19 unclaimed dividend forthe financial year 2010-11 aggregating ` 636444- andthe corresponding 13150 Equity Shares in respect of whichdividend entitlements remained unclaimed for sevenconsecutive years or more have been transferred by theCompany to the IEPF established by the CentralGovernment pursuant to the provisions of Section 124 ofthe Companies Act 2013 read with the Investor Educationand Protection Fund Authority (Accounting Audit Transferand Refund) Rules 2016

Shareholders may claim their unclaimed dividend for theyears prior to and including the financial year 2010-11 andthe corresponding shares from the IEPF Authority byapplying in the prescribed Form No IEPF-5 This Form canbe downloaded from the website of the IEPF Authoritywwwiepfgovin the access link of which is also availableon the Companys website wwwgujarathotelsltdin underthe section General Information under Shareholder Value

The unclaimed dividend for the undernoted years and thecorresponding shares will be transferred by the Companyto the IEPF in accordance with the schedule given belowAttention in particular is drawn that the unclaimed dividendfor the financial year 2011-12 and the corresponding shareswill be due for transfer to the IEPF on 14th September


19

Central Depository Services (India) LimitedMarathon Futurex A Wing 25th FloorMafatlal Mill Compound N M Joshi MargLower Parel Mumbai 400 013Telephone No 022-2302 3333Facsimile No 022-2300 2035E-mail helpdeskcdslindiacomWebsite wwwcdslindiacomRemittance of Dividend through Electronic ModeThe Company provides the facility for remittance of dividendto Shareholders through RTGS (Real Time GrossSettlement) NACH (National Automated Clearing House) NEFT (National Electronic Funds Transfer)

Shareholders who have not opted for remittance of dividendthrough electronic mode and wish to avail the same arerequired to provide their bank details including IFSC (IndianFinancial System Code) and MICR (Magnetic Ink CharacterRecognition) to their respective Depository Participants(DPs) or to the RTA where shares are held in thedematerialised form and in the certificate form respectively

Shareholders holding shares in the certificate form mayuse the Mandate Form for this purpose which can bedownloaded from the Companys websitewwwgujarathotelsltdin under the section GeneralInformation under Shareholder Value

Address and Bank DetailsShareholders holding shares in the certificate form arerequested to advise the RTA of any change in their address mandate bank details to facilitate better servicingShareholders are advised that as a measure of protectionagainst fraudulent encashment their bank details oraddress as available with the RTA will be printed on thedividend warrants or demand drafts where dividend cannotbe remitted through electronic mode

Permanent Account Number (PAN)Shareholders holding shares in the certificate form arerequested to send copies of their PAN Cards to the RTA tofacilitate better servicing

Furnishing of PAN Card however is mandatory as followsi) Transferees and Transferors PAN Cards for transfer

of sharesii) Legal heirs Nominees PAN Cards for transmission

of sharesiii) Surviving joint holders PAN Cards for deletion of name

of deceased Shareholders andiv) Joint holders PAN Cards for transposition of shares

Nomination Facility

Shareholders who hold shares in the certificate form andwish to make any nomination change nomination madeearlier in respect of their shareholding in the Companyshould submit to the RTA the prescribed Form such Formcan be downloaded from the Companys website underthe section Investor Relations under Shareholder Value


2019 for which purpose communication has been sent tothe concerned Shareholders advising them to write to theCompany to claim their dividend Notices in this regardhave also been published in newspapers Details of suchunclaimed dividend and corresponding shares areavailable on the Companys website under the sectionGeneral Information under Shareholder Value

Financial Date of declaration Due date for transferYear of Dividend to IEPF2011-12 8th August 2012 14th September 2019

2012-13 13th August 2013 19th September 2020

2013-14 29th September 2014 5th November 2021

2014-15 29th September2015 5th November 2022

2015-16 20th September 2016 26th October 2023



The Company will not be able to entertain any claim receivedafter 12th September 2019

Shareholders who have not so far encashed their dividendwarrant(s) or have not received the same are requested toapply for duplicate warrant(s) by writing to the Companyand confirming non-encashment non-receipt of dividendwarrant(s)

Service of Documents

The Company sends Notices Report and Accounts andother communications in electronic mode to thoseShareholders who have registered their e-mail addresseswith the Company or with the Depositories and in physicalmode to the other Shareholders

Shareholders who wish to register or update their e-mailaddresses with the Company may use the Form forregistration updation which can be downloaded from theCompanys website under the section Investor Relationsunder Shareholder Value

Depository Services

Shareholders may write to the respective Depository or tothe RTA for guidance on depository services

The contact details of the Depositories are given below

National Securities Depository LimitedTrade World A Wing 4th FloorKamala Mills CompoundSenapati Bapat Marg Lower ParelMumbai 400 013Telephone No 022-2499 4200Facsimile No 022-2497 6351E-mail infonsdlcoinWebsite wwwnsdlcoin

20

REPORT OF THE BOARD OF DIRECTORS amp MANAGEMENT DISCUSSION AND ANALYSIS

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2019Your Directors submit their Report for the financial yearended 31st March 2019

BUSINESS ENVIRONMENT

The global economic growth softened to 36 in 2018representing a marked slowdown compared to the 39growth anticipated at the beginning of the year buoyed bya strong fiscal expansion in the USA which was offset largelyby slower growth in some other large economies ieEurope Japan etc Going forward global growth in 2019 isprojected to decline further to 33 in the base case withrisks to the downside emanating from politicaluncertainties rising trade tensions escalatingprotectionism and tighter financial conditions

As per Ministry of Statistics amp Programme Implementation(MSPI) Indian economy registered the GDP growth of 7in 2018-19 as compared to 72 in 2017-18 The economyis expected to grow and maintain a level of 75 in 2019and 2020 as per the World Bank estimates

India is the most digitally-advanced traveller nation in termsof digital tools being used for planning booking andexperiencing a journey During 2018 foreign tourist arrivals(FTAs) in India stood at 1056 million achieving a growthrate of 52 year-on-year The Government of India is alsoworking to achieve 1 share in worldrsquos international touristarrivals by 2020 and 2 share by 2025

The operating environment in the hospitality sector showedimprovement with foreign tourist arrivals Indiarsquos risingmiddle class and increasing disposable incomes havecontinued to support the growth of domestic tourism

With the inauguration of Statue of Sardar Vallabhbhai Patelalso known as lsquoStatute of Unityrsquo which is the higheststanding statue in the world at a height of 182 meters thetourism in the city of Vadodara is expected to grow

FINANCIAL PERFORMANCE

During the year under review your Company earned licensefees of ` 36987 lakhs (previous year ` 33098 lakhs)Theother income at ` 19626 lakhs showed an increase mainlydue to improvement in return on current investment Preand post-tax profits increased to ` 51822 lakhs (previousyear ` 45313 lakhs) and ` 40788 lakhs (previous year` 33690 lakhs) respectively

Your Directors are pleased to recommend a dividend of` 350 per Equity Share of ` 10- each for the year ended31st March 2019 thereby maintaining last yearrsquos dividendand involving a cash outflow of ` 160 lakhs includingDividend Distribution Tax of ` 27 Lakhs

PROFITS DIVIDEND AND RETAINED EARNINGS

The financial results of your Company summarised areas under

For the year ended For the year ended31st March 2019 31st March 2018

Profits (` ) (` )

a Profit Before Tax 51822363 45312928

b Tax Expense

Current Tax 11653499 9272310Deferred Tax (618755) 2350502

c Profit for the year 40787619 33690116

d Other Comprehensive Income - -

e Total Comprehensive Income 40787619 33690116

Statement of Retained Earningsa At the beginning of the year 213211090 195873461

b Add Total Comprehensive Income 40787619 33690116

c Less Dividend paid including IncomeTax on Dividend paid 15981176 15954974

d Less Income Tax on Dividend paid forearlier year - 397513

e At the end of the year 238017533 213211090

Your Directors are pleased to recommend a dividend of` 350 per Equity Share (Previous Year ` 350) of ` 10-each for the year ended 31st March 2019

Details of changes in Key Financial Ratio amp Return onNet Worth

The key financial ratio of the Company where there hasbeen significant change (25 or more) and change inReturn on Net Worth are summarized below pursuant toSchedule V (B) to the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements)Regulations 2015 (Listing Regulations 2015)

HOTEL OPERATIONS

Your Hotel WelcomHotel Vadodara licensed to ITC Limitedrecorded an income of ` 249443 lakhs during the year ascompared to ` 221856 lakhs in the previous year Therewas an improvement in both occupancy and average roomrates leading to an overall improvement in HotelPerformance

Financial Ratio

2018-19 2017-18 Change

Reason for change

Current Ratio

278 223 25 Increase in value of current investment based on accumulation of market return and fresh investment done during the year out of surplus funds

Return on Net Worth

133 120 11 Due to higher rate of growth in profit after tax

21

The Food amp Beverage segment of your Companyrsquos Hotelcontinues to be a major strength The Peshawri Restaurantand the Welcom Cafeacute Cambay both retained their premiumleadership positions

Your Company has filed a writ petition in the Gujarat HighCourt seeking that the Gujarat State Government be directedto take action on your Companyrsquos application to have theleasehold land of the Hotel converted to freehold andtransferred to your Company as per the existing governmentpolicy in this regard The Honourable High Court passedan Order on 24th December 2014 restraining the StateGovernment from disturbing the peaceful and actualpossession of the Company over the hotel property in anymanner including construction thereon The writ petition ispending

Your Company is also making all efforts for expeditiousconversion of land from leasehold to freehold or in thealternative extension of Lease For further details pleaserefer to Note no 20A of the Accounts

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES

The Company does not have any subsidiary associate orjoint venture

INTERNAL FINANCIAL CONTROLS

Your Company is managed by the Board of Directors andthe Executive Management with clearly defined rolesresponsibilities and authorities The Executive Managementis responsible for the day-to-day conduct of the affairs ofthe Company within the overall framework approved by theBoard Your Company also has a Code of Conduct whichrequires management to conform to the required financialand accounting policies systems and processes conductbusiness ethically and ensure strict compliance with allapplicable laws and regulations Ongoing ReviewProcesses and the Risk Management Framework create acontrol environment in the Company and provide thecornerstones for Internal Financial Controls with referenceto your Companyrsquos Financial Statements

Your Companyrsquos Financial Statements are prepared on thebasis of the Significant Accounting Policies that are carefullyselected by the management and approved by the AuditCommittee and the Board These Policies are reviewedand updated from time to time and audited by the InternalAuditor whose findings and recommendations are reviewedby the Audit Committee and tracked through toimplementation

Your Company maintains its Books of Account in electronicform Your Company has in place adequate internalfinancial controls with reference to the FinancialStatements

The Internal Auditors of the Company evaluates theadequacy and efficacy of such internal financial controlsSuch controls have been assessed during the year by the

management Based on the results of this assessmentno reportable material weakness or significant deficienciesin the design or operation of internal financial controls wereobserved Nonetheless your Company recognises that anyinternal financial control framework no matter how welldesigned has inherent limitations and accordingly regularaudit and review processes ensure that such systems arereinforced on an ongoing basis

RISK MANAGEMENT

Your Company continues its emphasis on a systems-basedapproach to business risk managementBacked by stronginternal control systems the current Risk Managementframework consists of the following key elements

- The Board of Directors (lsquoThe Boardrsquo) has clearly laiddown the roles and responsibilities of the Company inrelation to risk management covering a range ofresponsibilities from strategic to operational Theserole definitions provide the foundation for yourCompanyrsquos Risk Management Policy that is endorsedby the Board and is aimed at ensuring formulation ofappropriate risk management procedures theireffective implementation and independent monitoringand reporting by Internal Audit

- Management of risks vest with the ExecutiveManagement which is responsible for the day-to-dayconduct of the affairs of the Company within the overallframework approved by the Board

- A combination of policies and procedures which areregularly reviewed and updated in the light of changingbusiness and regulatory environment bringsrobustness to the process of ensuring that businessrisks are effectively addressed

- Appropriate structures are in place to proactivelymonitor and manage the inherent risks in businesswith unique relatively high risk profiles

- An Independent Internal Audit Firm carries out riskfocused audits enabling identification of areas whererisk management processes may need to bestrengthened

- The Audit Committee of the Board reviews the InternalAudit findings and provides strategic guidance oninternal controls The Chief Executive Officer closelymonitors the internal control environment within yourCompany including implementation of the action plansemerging out of internal audit findings

The combination of policies and processes as outlinedabove adequately address the various risks associatedwith your Companyrsquos business


22

AUDIT AND SYSTEMS

Your Company believes that internal control is a necessaryadjunct to the principle of governance that freedom ofmanagement should be exercised within a framework ofappropriate checks and balances Your Company remainscommitted to ensuring an effective internal controlenvironment that provides assurance and comfort on orderlyand efficient conduct of operations security of assetsprevention and detection of frauds errors accuracy andcompleteness of accounting records and timely preparationof reliable financial information

Your Companyrsquos independent and robust Internal Auditprocesses provide assurance on the adequacy andeffectiveness of internal controls compliance withoperating systems internal policies and regulatoryrequirements

The Internal Audit function consisting of an outsourcedprofessional firm is adequately resourced to deliver highstandards of audit assurances

The Audit Committee of your Board met four times duringthe year The Terms of Reference of the Audit Committeeincluded reviewing the adequacy and effectiveness of theinternal control environment monitoring implementationof the action plans emerging out of Internal Audit findingsincluding those relating to strengthening of your Companyrsquosrisk management systems and discharge of statutorymandate

HUMAN RESOURCE DEVELOPMENT

Your Company firmly believes that employees are the vitaland most valuable assets and hence has created afavourable work environment that encourages innovationand meritocracy Your Company continues to innovate inthe way human resources are managed and developedstriking a balance between business needs and individualaspirations

With an undying commitment to render delightful servicesyour Companyrsquos employees consistently work towardsdelivering flawless performance and are continuing todelight customers

The Company provides a safe secure inclusive and genderfriendly workplace The Company has put in placeGrievance Redressal Procedures and adopted a Policy onSexual Harassment as per the provisions of the SexualHarassment of W omen at W orkplace (PreventionProhibition and Redressal) Act 2013 and the Rules framedthereunder The Company has an Internal ComplaintsCommittee to ensure that grievances in this regard if anyare effectively addressed During the year under review nocomplaint relating to sexual harassment has beenreceived

WHISTLEBLOWER POLICY

The Companyrsquos W histleblower Policy encouragesDirectors and employees to bring to the Companyrsquosattention instances of unethical behavior actual orsuspected incidents of fraud actual or suspectedinstances of leak of unpublished price sensitive informationor violation of the GHL Code of Conduct that could adverselyimpact the Companyrsquos operations business performanceand or reputation The Policy provides that the Companyinvestigates such incidents when reported in an impartialmanner and takes appropriate action to ensure that therequisite standards of professional and ethical conductare always upheld It is the Companyrsquos Policy to ensurethat no employee is victimised or harassed for bringingsuch incidents to the attention of the Company

The practice of the Whistleblower Policy is overseen by theAudit Committee and no employee has been denied accessto the Committee The Whistleblower Policy is available onthe Companyrsquos website at httpwwwgujarathotelsltdinCorporateGovernancehtml

DEPOSITS

Your Company has not accepted any deposits from thepublic members under Section 73 of the Companies Act2013 (lsquothe Actrsquo) read with the Companies (Acceptance ofDeposits) Rules 2014 during the year

DIRECTORS

Changes in Directors

Mr R C Mehta stepped down as Non-Executive IndependentDirector of the Company with effect from close of work on31st March 2019 keeping in view the Regulation 17(1A) ofthe Listing Regulations 2015 Your Directors would like torecord their appreciation for the services rendered byMr Mehta

The Board at the meeting held on 15th April 2019 on therecommendation of the Nominations and RemunerationCommittee recommended for the approval of the Membersthe re-appointment of Mr C K Koshy and Mr M Narayananas independent directors of your Company in terms ofSection 149 of the Act and Regulation 17 of the ListingRegulations 2015 with effect from 29th September 2019

Requisite Notices under Section 160 of the Act have beenreceived in respect of Messrs Koshy and Narayanan whohave filed their consents to act as Directors of the Companyif appointed

Appropriate resolutions seeking your approval to theaforesaid appointment will appear in the Notice conveningthe Thirty Seventh AGM of your Company


23

Retirement by Rotation

In accordance with the provisions of Section 152 of the Actread with Article 147 of the Articles of Association of theCompany Mr Jagdish Singh will retire by rotation at theensuing Annual General Meeting (lsquoAGMrsquo) of your Companyand being eligible offers himself for re-election Your Boardrecommends his re-election

Number of Board Meetings

During the year ended 31st March 2019 four meetings ofthe Board were held

Attributes Qualifications amp Independence of Directorsand their Appointment

As reported last year the Nominations and RemunerationCommittee of the Board had approved the criteria fordetermining qualifications positive attributes andindependence of Directors in terms of the Act and the Rulesthereunder both in respect of Independent Directors andother Directors as applicable The criteria inter aliarequires that NonndashExecutive Directors includingIndependent Directors be drawn from amongst eminentprofessionals with experience in business finance law public administration and enterprises

The Board Diversity Policy of the Company requires theBoard to have a balance of skills experience and diversityof perspectives appropriate to the Company The skillsexpertise and competencies of the Directors as identifiedby the Board are provided in the lsquoReport on CorporateGovernancersquo forming part of the Report and Accounts TheArticles of Association of the Company provide that thestrength of the Board shall not be fewer than three normore than twelve

Directors are appointed re-appointed with the approval ofthe Members All Directors other than IndependentDirectors are liable to retire by rotation unless otherwiseapproved by the Members One-third of the Directors whoare liable to retire by rotation retire every year and areeligible for re-election

The Independent Directors of your Company haveconfirmed that (a) they meet the criteria of independenceas prescribed under Section 149 of the Act and Regulation16 of the Listing Regulations 2015 and (b) they are notaware of any circumstance or situation which could impairor impact their ability to discharge duties with an objectiveindependent judgement and without any external influenceFurther in the opinion of the Board the IndependentDirectors fulfil the conditions prescribed under the ListingRegulations 2015 and are independent of the managementof the Company

The Companyrsquos Policy on remuneration of Directors KeyManagerial Personnel and other employees as approvedby the Board may be accessed on its website at httpw w wg u j a ra th o te ls l td in p o l i c ies R em u n era t io n -

Policy_GHLpdf There has been no change in the Policyduring the year

Board Evaluation

The Nominations and Remuneration Committee hasapproved the Policy on Board Evaluation Evaluation ofBoard Committeesrsquo functioning and individual DirectorEvaluation and also specified that such evaluation will bedone by the Board Board performance is assessed againstthe role and responsibilities of the Board as provided inthe Act and the Listing Regulations 2015 The parametersfor Board performance evaluation have been derived fromthe Boardrsquos core role of trusteeship to protect and enhanceshareholder value as well as fulfil expectations of otherstakeholders through strategic supervision of the CompanyEvaluation of functioning of Board Committees is basedon discussions amongst Committee members and sharedby each Committee Chairman with the Board IndividualDirectors are evaluated in the context of the role played byeach Director as a member of the Board at its meetingsand in assisting the Board in realising its role of strategicsupervision of the functioning of the Company in pursuit ofits purpose and goals

While the Board evaluated its performance against theparameters laid down by the Nominations andRemuneration Committee the evaluation of individualDirectors was carried out anonymously in order to ensureobjectivity The Board was briefed on functioning of BoardCommittees by the respective Committee Chairmen


Mr Deependra Rana resigned as the Chief Executive Officerof the Company with effect from 17th December 2018

The Board at the meeting held on 30th January 2019 onthe recommendation of the Nominations andRemuneration Committee appointed Mr Kunal Pahwa asthe Chief Executive Officer of the Company with effect from1st February 2019

AUDIT COMMITTEE amp AUDITORS

The composition of the Audit Committee is provided underthe section lsquoBoard of Directors amp Committeesrsquo in the Reportand Accounts

Statutory Auditors

The Statutory Auditors Messrs K C Mehta amp Co CharteredAccountants (KCM) were appointed with your approval atthe Thirty Fifth AGM to hold such office till the conclusion ofthe Fortieth AGM

On the recommendation of the Audit Committee the Boardrecommended for the approval of the Members paymentof remuneration of KCM for the financial year 2019-20Appropriate resolution for this purpose will appear in theNotice convening the Thirty Seventh AGM of the Company


24

Secretarial Auditors

Your Board appointed Messrs PB amp Associates CompanySecretaries to conduct the secretarial audit of the Companyfor the financial year ended 31st March 2019 Their Reportis provided in the Annexure forming part of this Report interms of Section 204 of the Act

RELATED PARTY TRANSACTIONS

All contracts or arrangements entered into by the Companywith its related parties during the financial year were inaccordance with the provisions of the Act and the ListingRegulations 2015 All such contracts or arrangements wereentered in the ordinary course of business and on armrsquoslength basis and have been approved by the AuditCommittee

Further the details of related party transactions of theCompany in prescribed Form No AOC-2 in terms of Section134 of the Act read with Rule 8 of the Companies (Accounts)Rules 2014 is given in the Annexure to this Report YourCompanyrsquos Policy on Related Party Transactions asadopted by your Board can be accessed on the website ath t t p w w w g u j a r a t h o t e l s l t d i n p o l i c i e s Policy_on_Related_Party_Transactionspdf

DIRECTORSrsquo RESPONSIBILITY STATEMENT

As required under Section 134 of the Act your Directorsconfirm having

a) followed in the preparation of the Annual Accounts theapplicable Accounting Standards with properexplanation relating to material departures if any

b) selected such accounting policies and applied themconsistently and made judgements and estimates thatare reasonable and prudent so as to give a true andfair view of the state of affairs of your Company at theend of the financial year and of the profit of yourCompany for that period

c) taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with theprovisions of the Act for safeguarding the assets ofyour Company and for preventing and detecting fraudand other irregularities

d) prepared the Annual Accounts on a going concernbasis

e) laid down internal financial controls to be followed byyour Company and that such internal financial controlswere adequate and operating effectively and

f) devised proper systems to ensure compliance withthe provisions of all applicable laws and that suchsystems were adequate and operating effectively

OTHER INFORMATION

Compliance with the conditions of Corporate Governance

The certificate of the Statutory Auditors Messrs K C Mehtaamp Co Chartered Accountants confirming compliance withthe conditions of Corporate Governance as stipulated underthe Listing Regulations 2015 is annexed

Compliance with Secretarial Standards

The Company is in compliance with the applicableSecretarial Standards issued by the Institute of CompanySecretaries of India and approved by the CentralGovernment under Section 118 of the Act

Cost Records

The Company is not required to maintain cost records interms of Section 148 of the Act read with the Companies(Cost Records and Audit) Rules 2014

Going Concern Status

There is no significant or material order passed during theyear by any regulator court or tribunal impacting the goingconcern status of the Company or its future operations

Extract of Annual Return

The information required under Section 134 of the Act readwith Rule 12 of the Companies (Management andAdministration) Rules 2014 is annexed

Particulars of Loans Guarantees or Investments

During the year ended 31st March 2019 the Company hasneither given any loan or guarantee nor has made anyinvestment under the provisions of Section 186 of the Act

Particulars relating to Conservation of Energy andTechnology Absorption

Particulars as required under Section 134 of the Act relatingto Conservation of Energy and Technology Absorption areprovided below-

Conservation of Energy

Steps taken on conservation of energy and impact thereof

Sl DescriptionNo

1 Installation of energy efficient Gas Burners and Induction Cooker

2 Improvement in energy usage efficiency in lighting system by changingover to efficient lighting solutions such as Light Emitting Diodes

3 Replacement of existing motors and pumps with more energy efficientequipment

4 Process improvement to enhance productivity and reduce specificenergy consumption


25

There were no employees who were employed throughoutthe year and were in receipt of remuneration aggregating` 102 crores or more or were employed for part of the yearand were in receipt of remuneration aggregating ` 850lakhs per month or more during the financial year ended31st March 2019

The information pursuant to Section 197 of the Act readwith Rule 5(2) and 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014containing the names of top 10 employees in terms ofremuneration drawn is provided in the Annexure formingpart of this report

The information required under Section 197(12) of the Actand the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is provided in theAnnexure forming part of this Report

FORWARD-LOOKING STATEMENTS

This Report contains forward-looking statements thatinvolve risks and uncertainties When used in this Reportthe words lsquoanticipatersquo lsquobelieversquo lsquoestimatersquo lsquoexpectrsquo lsquointendrsquolsquowillrsquo and other similar expressions as they relate to theCompany and or its Businesses are intended to identifysuch forward-looking statements The Companyundertakes no obligation to publicly update or revise anyforward-looking statements whether as a result of newinformation future events or otherwise Actual resultsperformances or achievements could differ materially fromthose expressed or implied in such forward-lookingstatements Readers are cautioned not to place unduereliance on these forward-looking statements that speakonly as of their dates This Report should be read inconjunction with the financial statements included hereinand the notes thereto

CONCLUSION

Your Directors and employees look forward to the futurewith confidence and stand committed to creating an evenbrighter future for all stakeholders

On behalf of the Board

Place New Delhi D R Choudhury J SinghDate 15th April 2019 Director Director


Steps taken by the Company for utilising alternate sourcesof energy NIL

Capital investment on energy conservation equipment NIL

Technology Absorption

i) Efforts in brief made towards technology absorptionand benefits derived as a result of the above effortseg product improvement cost reduction productdevelopment import substitution etc

Sl Description BenefitsNo

1 Upgradation of Fire Alarm and For Product UpgradationPublic Announcement system

2 Installation of Hoods and Fire For Product UpgradationSuppression system

3 Upgradation of CCTV monitoring For Product Upgradationsystem

4 Upgradation of Electrical Panel For Product Improvement5 Induction of Diesel Generator For Product Improvement

ii) In case of imported technology (imported during thelast 3 years reckoned from the beginning of the financialyear) following information may be furnished

A) Details of technology imported - NIL

B) Year of import - NIL

C) Whether the technology has been fully absorbed -NIL

D) If not fully absorbed areas where absorption hasnot taken place and the reasons therefor - NIL

iii) Expenditure incurred on research and development -NIL

FOREIGN EXCHANGE EARNINGS AND OUTGO

During the financial year 2018-19 foreign exchangeearnings of the Hotel aggregated ` 111754 lakhs (previousyear ` 95887 lakhs) while expenditure in foreign currencyaggregated ` 5514 lakhs (previous year ` 3230 lakhs)

EMPLOYEES

The total number of employees of the Company as on31st March 2019 stood at 198

26

ANNEXURE

FORM NO MR ndash 3SECRETARIAL AUDIT REPORTFOR THE FINANCIAL YEAR ENDED 31ST MARCH 2019[Pursuant to Section 204(1) of the Companies Act 2013 and Rule9 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014]

ToThe MembersGujarat Hotels LimitedWe have conducted the secretarial audit of the compliance ofapplicable statutory provisions and the adherence to goodcorporate practices by Gujarat Hotels Limited a Companyincorporated under the provisions of the Companies Act 1956 andhaving its Registered Office at WelcomHotel Vadodara R C DuttRoad Alkapuri Vadodara Gujarat ndash 390 007 (hereinafter referredto as the lsquoCompanyrsquo) for the period commencing from 1st April2018 till 31st March 2019 (hereinafter referred to as the lsquoAuditPeriodrsquo) Secretarial Audit was conducted in a manner that providedus a reasonable basis for evaluating the corporate conducts statutory compliances and expressing our opinions thereonBased on our verification of the books papers minute booksforms and returns filed and other records maintained by theCompany and also the information provided by the Company itsofficers agents and authorised representatives during the conductof Secretarial Audit 2018-19 we hereby report that in our opinionthe Company has during the audit period covering the FinancialYear ended on 31st March 2019 complied with the statutoryprovisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to theextent in the manner and subject to the reporting made hereinafterWe have examined the books papers minute books forms andreturns filed and other records maintained by the Company for thefinancial year ended on 31st March 2019 according to theprovisions of(i) The Companies Act 2013 (the Act) and the Rules made

thereunder(ii) The Securities Contracts (Regulation) Act 1956 (lsquoSCRArsquo)

and the Rules made thereunder(iii) The Depositories Act 1996 and the Regulations and

Bye-laws framed thereunder(iv) Foreign Exchange Management Act 1999 and the Rules and

Regulations made thereunder to the extent of Foreign DirectInvestment Overseas Direct Investment and ExternalCommercial Borrowings

(v) The following Regulations and Guidelines prescribed underthe Securities and Exchange Board of India Act 1992(lsquoSEBI Actrsquo)-(a) The Securities and Exchange Board of India

(Substantial Acquisition of Shares and Takeovers)Regulations 2011

(b) The Securities and Exchange Board of India(Prohibition of Insider Trading) Regulations 2015

(c) The Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations2015

(d) The Securities and Exchange Board of India(Registrars to an Issue and Share Transfer Agents)Regulations 1993 regarding the Companies Act anddealing with client

We have also examined compliance with the applicable clauses ofthe following(i) The mandatory Secretarial Standards issued by The Institute

of Company Secretaries of India with respect to BoardMeetings and General Meetings

(ii) The SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015

The Company has entered into an Operating Licence Agreementwith ITC Limited which operates the Hotel ndash WelcomHotel Vadodraand ensure compliance of all laws as applicable for running andmaintenance of the HotelDuring the period under review the Company has complied withthe provisions of the Act Rules Regulations Guidelines andStandards etc as mentioned above however in the CorporateGovernance Report filed pursuant to Regulation 27(2) of SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015with BSE for the quarter ended September and December 2018there is mismatch of date of the meetingWe further report thatThe Board of Directors of the Company is duly constituted withproper balance of Non-Executive Directors and IndependentDirectors The changes in the composition of the Board of Directorsthat took place during the period under review were carried out incompliance with provisions of the ActAdequate notice is given to all Directors for the Board Meetingsand Committees Meetings agenda and detailed notes on agendawere sent at least seven days in advance and where the meetingwas held in shorter notice due compliance was made and a systemexists for seeking and obtaining further information and clarificationson the agenda items before the meeting for meaningful participationat the meetingAll decisions at Board Meetings and Committee Meetings werecarried out unanimously as recorded in the minutes of the meetingsof the Board of Directors or Committees of the Board as the casemay beWe report that there are adequate systems and processes in theCompany commensurate with the size and operations of theCompany to monitor and ensure compliance with the applicableLaws Rules Regulations and GuidelinesWe further report that during the Audit Period the Company has nospecific events actions that have a major bearing on the Companyrsquosaffairs in pursuance of the above referred Laws RulesRegulations Guidelines Standards etc

For P B amp AssociatesCompany Secretaries

Place New Delhi Pooja BhatiaDated 15th April 2019 FCS 7673 CP 6485

Note This report is to be read with our letter of even date whichis annexed as Annexure A and forms an integral part of thisreport

27

FORM NO AOC-2[Pursuant to Section 134(3)(h) of the Companies Act 2013 and Rule 8(2) of the Companies (Accounts) Rules 2014]

Form for disclosure of particulars of contracts arrangements entered into by the Company with related parties referred to insub-section (1) of Section 188 of the Companies Act 2013 including certain arms length transactions under fourth proviso thereto

1 Details of contracts or arrangements or transactions not at arms length basis

a) Name(s) of the related party and nature of relationshipb) Nature of contracts arrangements transactionsc) Duration of the contracts arrangements transactionsd) Salient terms of the contracts or arrangements or transactions including the value if anye) Justification for entering into such contracts or arrangements or transactions NILf ) Date(s) of approval by the Boardg) Amount paid as advances if anyh) Date on which the special resolution was passed in general meeting as required under first proviso to Section 188

2 Details of material contracts or arrangement or transactions at arms length basis

a) Name(s) of the related party and nature of ITC Limited of which the Company is an Associaterelationship

b) Nature of contracts arrangements transactions Agreement for operating the Companyrsquos Hotel

c) Duration of the contracts arrangements Operating License Agreement (OLA) dated 24th September 1992 for an initialtransactions period of 30 years and renewable for another period of 30 years The OLA

emanated from the rehabilitation package agreed amongst Gujarat State GovtFinancial Institutions viz IFCI amp SBI and ITC in the year 1990

d) Salient terms of the contracts or arrangements The Company receives Licence fees 15 of Net Operating Income Valueor transactions including the value if any of transaction during the year ` 370 crores

e) Date(s) of approval by the Board if any 24th September 1992f ) Amount paid as advances if any Nil



ANNEXURE

Annexure AToThe MembersGujarat Hotels Limited

Our report of even date is to be read along with this letter

1 Maintenance of secretarial record is the responsibilityof the management of the Company Our responsibilityis to express an opinion on these secretarial recordsbased on our audit

2 We have followed the audit practices and processesas were appropriate to obtain reasonable assuranceabout the correctness of the contents of the secretarialrecords The verification was done on the randomtest basis to ensure that correct facts are reflected insecretarial records We believe that the processesand practices we followed provide a reasonablebasis for our opinion

3 W e have not verified the correctness andappropriateness of financial records and books ofaccounts of the Company

4 W herever required we have obtained theManagement Representation about the complianceof Laws Rules and Regulations and happening ofevents etc

5 The compliance of the provisions of corporate andother applicable Laws Rules RegulationsStandards is the responsibility of management Ourexamination was limited to the verification ofprocedures on the random test basis

6 The Secretarial Audit Report is neither an assuranceas to the future viability of the Company nor of theefficacy or effectiveness with which the managementhas conducted the affairs of the Company



28

INDEPENDENT AUDITORSrsquo CERTIFICATE ON CORPORATE GOVERNANCE

INDEPENDENT AUDITORrsquoS CERTIFICATE ON CORPORATEGOVERNANCE

TO THE MEMBERS OF GUJARAT HOTELS LIMITED

1 We have examined the compliance of conditions ofCorporate Governance by Gujarat Hotels Limited (ldquotheCompanyrdquo) for the year ended on 31st March 2019as stipulated in Regulations 17 to 27 clauses (b) to(i) of Regulation 46(2) and paragraphs C and D ofSchedule V of the Securities and Exchange Board ofIndia (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended(ldquoSEBI Listing Regulationsrdquo)

Managementrsquos Responsibility

2 The compliance of conditions of CorporateGovernance is the responsibility of the ManagementThis responsibility includes the designimplementation and maintenance of internal controland procedures to ensure the compliance with theconditions of the Corporate Governance stipulated inSEBI Listing Regulations

Auditorrsquos Responsibility

3 Our responsibility is limited to examining theprocedures and implementation thereof adopted bythe Company for ensuring the compliance of theconditions of the Corporate Governance It is neitheran audit nor an expression of opinion on the financialstatements of the Company

4 We have examined the books of account and otherrelevant records and documents maintained by theCompany for the purpose of providing reasonableassurance on the compliance with CorporateGovernance requirements by the Company

5 We have carried out an examination of the relevantrecords of the Company in accordance with theGuidance Note on Certification of CorporateGovernance issued by the Institute of CharteredAccountants of India (ldquothe ICAIrdquo) the Standards onAuditing specified under Section 143(10) of theCompanies Act 2013 in so far as applicable for the

purpose of this certificate and as per the GuidanceNote on Reports or Certificates for Special Purposesissued by the ICAI which requires that we comply withthe ethical requirements of the Code of Ethics issuedby the ICAI

6 W e have complied with the relevant applicablerequirements of the Standard on Quality Control (SQC)1 Quality Control for Firms that Perform Audits andReviews of Historical Financial Information and otherAssurance and Related Services Engagements

Opinion

7 Based on our examination of the relevant recordsand according to the information and explanationsprovided to us and representations provided by theManagement we certify that the Company hascomplied with the conditions of Corporate Governanceas stipulated in Regulations 17 to 27 clauses (b) to(i) of Regulation 46(2) and paragraphs C and D ofSchedule V of the SEBI Listing Regulations asapplicable for the year ended 31st March 2019

8 W e state that such compliance is neither anassurance as to the future viability of the Companynor the efficiency or effectiveness with which theManagement has conducted the affairs of theCompany

Restrictions on Use

9 This Certificate is issued solely for the purpose ofcomplying with the aforesaid SEBI ListingRegulations and may not be suitable for any otherpurpose

For K C Mehta amp CoChartered Accountants

Firmrsquos Registration No 106237W

Vishal P DoshiPlace New Delhi PartnerDate 15th April 2019 Membership No 101533

29

ANNEXURE

FORM NO MGT-9EXTRACT OF ANNUAL RETURN

as on the Financial Year ended on 31st March 2019[Pursuant to Section 92(3) of the Companies Act 2013 and Rule 12(1) of the

Companies (Management and Administration) Rules 2014]

I REGISTRATION AND OTHER DETAILS

i) CIN L55100GJ1982PLC005408ii) Registration Date 7th August 1982iii) Name of the Company Gujarat Hotels Limitediv) Category Sub-Category of the Company Public company - Limited by sharesv) Address of the Registered office and contact details WelcomHotel Vadodara

R C Dutt Road AlkapuriVadodara 390 007Tel No 0265-233 0033E-mail ghlinvestorsyahoocoin

vi) Whether Listed Company Yesvii) Name Address and Contact details of MCS Share Transfer Agent Limited

Registrar and Transfer Agent if any F - 65 Okhla Industrial Area Phase - INew Delhi - 110 020Tel Nos (011) 4140 6149-52 4160 9386

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

III PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES NIL

Sl No

Name and Description of main products services NIC Code of the products services

to total turnover of the Company

1 Hotel Services 55101 100

30

IV SHAREHOLDING PATTERN (Equity Share Capital Break-up as percentage of Total Equity)(i) Category-wise Shareholding

Category of Shareholders No of Shares held at the beginningof the year

No of Shares held at the endof the year

Changeduring the

year

A Promoters(1) Indiana) Individual HUF 0 0 0 0 0 0 0 0 0b) Central Govt 0 0 0 0 0 0 0 0 0c) State Govt(s) 0 0 0 0 0 0 0 0 0d) Bodies Corp 2033963 0 2033963 5370 2033963 0 2033963 5370 0e) Banks FI 0 0 0 0 0 0 0 0 0f ) Any Other 0 0 0 0 0 0 0 0 0Sub-total (A)(1) 2033963 0 2033963 5370 2033963 0 2033963 5370 0(2) Foreigna) NRIs - Individuals 0 0 0 0 0 0 0 0 0b) Other - Individuals 0 0 0 0 0 0 0 0 0c) Bodies Corp 0 0 0 0 0 0 0 0 0d) Banks FI 0 0 0 0 0 0 0 0 0e) Any Other 0 0 0 0 0 0 0 0 0Sub-total (A)(2) 0 0 0 0 0 0 0 0 0Total Shareholding of Promoter(A) = (A)(1)+(A)(2) 2033963 0 2033963 5370 2033963 0 2033963 5370 0B Public Shareholding1 Institutionsa) Mutual Funds 0 0 0 0 0 0 0 0 0b) Banks FI 0 100 100 0 100 100 c) Central Govt 0 0 0 0 0 0 0 0 0d) State Govt(s) 0 0 0 0 0 0 0 0 0e) Venture Capital Funds 0 0 0 0 0 0 0 0 0f ) Insurance Companies 0 0 0 0 0 0 0 0 0g) FIIs 10 0 10 0 0 0 h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0 0Sub-total (B)(1) 10 100 110 0 100 100 2 Non-Institutionsa) Bodies Corpi) Indian 300003 2200 302203 798 191626 2100 193726 511 (287)ii) Overseas 0 0 0 0 0 0 0 0 0b) Individualsi) Individual shareholders holding

nominal share capital upto` 1 lakh 774322 231562 1005884 2656 797094 203602 1000696 2643 (013)

ii) Individual shareholders holdingnominal share capital inexcess of ` 1 lakh 220814 0 220814 583 334765 0 334765 884 301

c) Others (specify)i) Non Resident Individuals 44288 71500 115788 306 45662 56700 102362 270 (036)ii) Investor Education and

Protection Fund AuthorityMinistry of Corporate Affairs 108753 0 108753 287 121903 0 121903 322 035

Sub-total (B)(2) 1448180 305262 1753442 4630 1491050 262402 1753452 4630 0Total Public Shareholding(B)=(B)(1)+ (B)(2) 1448190 305362 1753552 4630 1491050 262502 1753552 4630 0C Shares held by Custodian

for GDRs amp ADRs 0 0 0 0 0 0 0 0 0Grand Total (A+B+C) 3482153 305362 3787515 100 3525013 262502 3787515 100 0

Demat Physical Total of TotalShares


ANNEXURE

31

1 Savi Portfolio Management Services LimitedAt the beginning of the year 122218 323Increase Decrease in Shareholding during the year 0 000 0 000At the end of the year 122218 323

2 Muktilal Ganulal PaldiwalAt the beginning of the year 82742 218Increase Decrease in Shareholding during the year06042018 220 001 82962 21913042018 250 001 83212 22001062018 927 002 84139 22215062018 700 002 84839 22427072018 412 001 85251 22505102018 1000 003 86251 22830112018 500 001 86751 22931122018 958 003 87709 23218012019 124 000 87833 23208022019 1070 003 88903 23501032019 467 001 89370 23615032019 1000 003 90370 23922032019 200 001 90570 24031032019 50 000 90620 240At the end of the year 90620 240

3 Taradevi Muktilal PaldiwalAt the beginning of the year 31628 084

(ii) Shareholding of Promoters (including Promoter Group)

(iii) Change in Promotersrsquo Shareholding (please specify if there is no change)

SlNo

Shareholders NameNo of

Shares of total

Sharesof the

Company

of Sharespledged

encumbered tototal Shares

No ofShares

of totalShares

of theCompany

of Sharespledged


change inShareholding

during the year

1 ITC Limited 1733907 4578 Nil 1733907 4578 Nil Nil

2 Russell Investments Limited 300056 792 Nil 300056 792 Nil Nil

Shareholding at the beginning of the year Shareholding at the end of the year

SlNo

For each of the top ten Shareholders

No of Shares of total Sharesof the Company

of total Sharesof the Company

Shareholding at the beginning ofthe year

Cumulative Shareholding duringthe year

(iv) Shareholding Pattern of top ten Shareholders (other than Directors Promoters and Holders of GDRs and ADRs)

ANNEXURE

No of Shares

Sl No

Particulars Shareholding at the beginning of the year

Cumulative Shareholding during the year

No of Shares of total Shares of the Company


At the beginning of the year

No Change during the year Increase Decrease in Promoters Shareholding during the year

At the end of the year

32

Increase Decrease in Shareholding during the year06042018 180 000 31808 08413042018 53 000 31861 08420042018 1449 004 33310 08827042018 1933 005 35243 09304052018 1060 003 36303 09611052018 2196 006 38499 10218052018 1343 004 39842 10625052018 1191 003 41033 10906072018 1600 004 42633 11313072018 1678 004 44311 11720072018 2095 006 46406 12327072018 3735 010 50141 13303082018 415 001 50556 13410082018 685 002 51241 13624082018 1169 003 52410 13931082018 1616 004 54026 14307092018 1655 004 55681 14714092018 1311 003 56992 15021092018 2480 007 59472 15729092018 2259 006 61731 16305102018 1534 004 63265 16712102018 976 003 64241 17019102018 64 000 64305 17026102018 600 002 64905 17202112018 605 002 65510 17409112018 4 000 65514 17416112018 143 000 65657 17430112018 2299 006 67956 18007122018 515 001 68471 18114122018 10 000 68481 18121122018 590 002 69071 18331122018 600 002 69671 18504012019 1000 003 70671 18825012019 21 000 70692 18801022019 701 002 71393 19008022019 388 001 71781 19115022019 714 002 72495 19301032019 700 002 73195 19515032019 34 000 73229 195At the end of the year 73299 195

4 Shah Viren ShantilalAt the beginning of the year NA NABecame part of the top ten Shareholders of theCompany with effect from 14122018 26965 071

SlNo






ANNEXURE

33

Increase Decrease in Shareholding during theyear ie wef 1412201811012019 28946 076 55911 14701022019 7194 019 63105 166At the end of the year 63105 166

5 Chirayush Pravin VakilAt the beginning of the year 27482 073Increase Decrease in Shareholding during the year 0 000 0 000At the end of the year 27482 073

6 Falguni Nilesh DedhiaAt the beginning of the year 18000 048Increase Decrease in Shareholding during the year27042018 5175 014 23175 062At the end of the year 23175 062

7 Classic Realties Private LimitedAt the beginning of the year 23061 061Increase Decrease in Shareholding during the year31082018 100 000 23161 061At the end of the year 23161 061

8 Dheeraj Kumar LohiaAt the beginning of the year 20000 053Increase Decrease in Shareholding during the year 0 000 0 000At the end of the year 20000 053

9 Karvy Stock Broking LimitedAt the beginning of the year NA NABecame part of the top ten Shareholders of theCompany with effect from 30112018 23063 061Increase Decrease in Shareholding during theyear ie wef 3011201807122018 149 000 23212 06114122018 (8165) (022) 15047 03931122018 7128 019 22175 05804012019 3087 008 25262 06611012019 (23721) (063) 1541 00331032019 15274 040 16815 043At the end of the year 16815 043 Ceased to be part of the top ten Shareholders of the Company Became part of the top ten Shareholders of the Company Includes shares acquired during the period when not part of the top ten Shareholders of the Company

10 Sonal LohiaAt the beginning of the year 20000 053Increase Decrease in Shareholding during the year20042018 (1000) (003) 19000 050

ANNEXURE

SlNo






34

311218 0 000 0 00011012019 0 000 0 00031032019 (5000) (013) 14000 037At the end of the year 14000 037 Ceased to be part of the top ten Shareholders of the Company Became a part of the top ten Shareholders of the Company

11 Rajasthan Global Securities Private LimitedAt the beginning of the year 98659 260Increase Decrease in Shareholding during the year20042018 (4756) (013) 93903 24727042018 (5596) (015) 88307 23206072018 (790) (002) 87517 23027072018 (8520) (022) 78997 20802112018 (10975) (029) 68022 17916112018 (4) 000 68018 17930112018 (6189) (016) 61829 16307122018 (170) 000 61659 16314122018 (18503) (049) 43156 11421122018 (417) (001) 42739 11331122018 (11108) (029) 31631 08404012019 (5000) (013) 26631 07111012019 (5000) (013) 21631 05825012019 (2800) (007) 18831 05101022019 0 000 0 000At the end of the year NA NA Ceased to be a part of the top ten Shareholders of the Company

12 Dinesh Mukilal PaldiwalAt the beginning of the year 10522 028Increase Decrease in Shareholding during the year03082018 112 000 10634 02810082018 424 001 11058 02907092018 500 001 11558 03021092018 85 000 11643 03005102018 1000 003 12643 03302112018 0 000 12643 03301022019 0 000 12643 03315022019 300 001 12943 03431032019 0 000 12943 034At the end of the year NA NA Ceased to be part of the top ten Shareholders of the Company Became part of the top ten Shareholders of the Company

Note Increase decrease in shareholding as indicated above are based on downloads of beneficial ownership provided by the Depositories generally everyFriday

ANNEXURE

SlNo






35

(v) Shareholding of Directors and Key Managerial Personnel

ANNEXURE

Ms D R Choudhury Messrs C K Koshy R C Mehta M Narayanan and J Singh Directors Messrs M Agarwal andD K Gulati Key Managerial Personnel did not hold any Shares of the Company either at the beginning or at the end of theyear or at any time during the year

Mr K Pahwa Chief Executive Officer also did not hold any Shares of the Company either at the time of his appointment or atthe end of the year or at any time during the year

V INDEBTEDNESSIndebtedness of the Company including interest outstanding accrued but not due for payment NIL

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNELA Remuneration to Managing Director Wholetime Directors and or Manager NOT APPLICABLE

B Remuneration to the other Directors(Amount in `)

Ceased to be Non-Executive Independent Director with close of work on 31st March 2019

Sl No For each of the Director

Shareholding at the beginning of the year


No of Shares held singly

jointly

of total Shares of the

Company


jointly


Company

1 N Anand (Chairman)

At the beginning of the year 200 0

Increase Decrease in Shareholding during the year

0 0 0 0

At the end of the year 200 0

Sl No Directors

Particulars of Remuneration

Total Amount Fee for attending Board Board

Committee Meetings

Commission Independent Directors

Meeting Fees 1 Independent Directors

C K Koshy 140000 0 10000 150000 R C Mehta 70000 0 0 70000 M Narayanan 140000 0 10000 150000

Total (B)(1) 350000 0 20000 370000 2 Other Non-Executive Directors

N Anand 0 0 0 0 D R Choudhury 0 0 0 0 J Singh 0 0 0 0

Total (B)(2) 0 0 0 0 Total (B) = (B)(1) + (B)(2) 370000 Total Managerial Remuneration (A+B) 370000

Overall ceiling as per the Act (Being 11 of the Net Profits of the Company as calculated under Section 198 of the Companies Act 2013)

3759620

36

C Remuneration to Key Managerial Personnel other than MD Manager WTD(Amount in `)

Mr K Pahwa was appointed as Chief Executive Officer wef 1st February 2019

VII PENALTIES PUNISHMENT COMPOUNDING OF OFFENCES

against the Company Directors and other Officers in Default under the Companies Act 2013 NONE



ANNEXURE

Sl No

Particulars of Remuneration Key Managerial Personnel

Total Amount

K Pahwa Chief Executive

Officer

M Agarwal Chief Financial

Officer

D K Gulati Company Secretary

1 Gross Salary

(a) Salary as per provisions contained in Section 17(1) of the Income-tax Act 1961

377472 2883242 880140 4140854

(b) Value of perquisites under Section 17(2) of the Income-tax Act 1961

242908 136154 0 379062

(c) Profits in lieu of salary under Section 17(3) of the Income-tax Act 1961

0 0 0 0

2 Stock Option 0 0 0 0 3 Sweat Equity 0 0 0 0 4 Commission

- as of profit - others specify

0 0 0 0

5 Others please specify 0 0 0 0 Total Amount 620380 3019396 880140 4519916

37

Services reverted to ITC Limited effective 17th December 2018 Reflects revision in remuneration effective 1st October 2018

Notes1 The number of permanent employees as on 31st March 2019 was 1982 Compared to 2017-18 the figures for 2018-19 reflect that

i) Median remuneration of employees - Increased by 965ii) Average remuneration of employees excluding Key Managerial Personnel (KMP) - Increased by 1040 with

increase in number of employeesiii) Remuneration of KMP - Increased by 1321 due to revision in remuneration during the year

3 Remuneration of Directors KMP and other employees is in accordance with the Companys Remuneration Policy

A Information pursuant to Section 197 of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014

Name of Directors ampKey ManagerialPersonnel

Designation Ratio of Remuneration toMedian Remuneration of

all employees

Increase inRemuneration over

LY ()

ANNEXURE

N Anand Non-Executive Chairman - -

D R Choudhury Non-Executive Director - -

C K Koshy Independent Director 0731 7

R C Mehta Independent Director 0341 -

M Narayanan Independent Director 0731 7

J Singh Non-Executive Director - -

D Rana Chief Executive Officer 12681 (15)

K Pahwa Chief Executive Officer (wef 1st February 2019) 3111 -

M Agarwal Chief Financial Officer 15281 24

D K Gulati Company Secretary 4371 8

38

O

n de

puta

tion

from

ITC

Lim

ited

(ITC

)

Ser

vice

s re

verte

d to

ITC

effe

ctiv

e 17

th D

ecem

ber

2018

N

otes

a

Gro

ss r

emun

erat

ion

incl

udes

sal

ary

var

iabl

e pa

y C

ompa

nys

con

tribu

tion

to p

rovi

dent

fun

d a

llow

ance

s amp

oth

er b

enef

its

app

licab

le p

erqu

isite

s ex

cept

pro

visi

ons

for

grat

uity

and

leav

e en

cash

men

t w

hich

are

act

uaria

lly d

eter

min

ed o

n an

ove

rall

Com

pany

bas

is

The

ter

m r

emun

erat

ion

has

the

mea

ning

ass

igne

d to

it

unde

r th

eC

ompa

nies

Act

20

13

bN

et r

emun

erat

ion

com

pris

es c

ash

inco

me

less

inc

ome

tax

amp e

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tion

cess

ded

ucte

d at

sou

rce

and

empl

oyee

s o

wn

cont

ribut

ion

to p

rovi

dent

fun

dc

All

appo

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ents

(ex

cept

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case

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empl

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ual i

n ac

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ter

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pany

s r

ules

d

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resa

id e

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oyee

s ar

e ne

ither

rel

ativ

e of

any

Dire

ctor

of

the

Com

pany

nor

hol

d an

y eq

uity

sha

re i

n th

e C

ompa

ny

BIn

form

atio

n pu

rsua

nt t

o Se

ctio

n 19

7 of

the

Com

pani

es A

ct 2

013

read

with

Rul

es 5

(2)

and

5(3)

of

the

Com

pani

es (

App

oint

men

t an

dR

emun

erat

ion

of M

anag

eria

l Per

sonn

el) R

ules

201

4

On

beha

lf of

the

Boa

rd

Pla

ce

New

Del

hiD

R C

houd

hury

J S

ingh

Dat

e 1

5th

Apr

il 2

019

Dire

ctor

Dire

ctor

Desig

natio

nGr

oss

Rem

uner

atio

n(`

)

Net

Rem

uner

atio

n(`

)

Quali

ficat

ions

Date

ofco

mmen

ceme

ntof

empl

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ent

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n

Prev

ious

Em

ploy

men

t Po

sitio

n He

ld

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e(Y

ears

)Na

meAg

e

12

Top

ten

empl

oyee

s in

term

s of r

emun

erat

ion

draw

nMa

yur A

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al33

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Fina

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er31

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Com

A

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9

2501

2017

ITC

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dC

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nage

r - Fi

nanc

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dra R

ana

38

Chief

Exe

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e Of

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119

1426

865

Dip

in Ho

tel

1625

0120

17IT

C Lim

ited

Mana

gmen

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nera

l Man

ager

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ak K

umar

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ti33

Comp

any

Secr

etary

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m

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S

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ligar

e Sec

uritie

s Lim

ited

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nage

r - C

ompli

ance

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an Ja

cob R

ajan

31As

sistan

t Man

ager

7366

8164

6118

BB

A P

GD

M

501

0320

18Th

e Fer

n Hote

l(M

arke

ting)

Sales

Man

ager

Kuna

l Pah

wa

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ief E

xecu

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l15

0102

2019

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Limite

dMa

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ent

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ral M

anag

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Exec

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4183

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m

2613

0519

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dal H

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Limite

dFr

ont o

ffice A

ssist

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Rajar

am K

ashir

am B

abar

52Se

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4175

8231

7347

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m

2201

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16Ho

tel K

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j Ex

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er

INFORMATION US 197 OF THE COMPANIES ACT 2013

39

CEO AND CFO COMPLIANCE CERTIFICATE

We Kunal Pahwa Chief Executive Officer and Mayur Agarwal Chief Financial Officer certify that

a) We have reviewed the financial statements including the cash flow statement for the year ended 31st March 2019 andto the best of our knowledge and belief

i) these statements do not contain any materially untrue statement or omit any material fact or contain statementsthat might be misleading

ii) these statements together present a true and fair view of the Companyrsquos affairs and are in compliance with IndianAccounting Standards applicable laws and regulations

b) To the best of our knowledge and belief no transactions entered into by the Company during the year ended31st March 2019 are fraudulent illegal or violative of the Companyrsquos code of conduct

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we have evaluatedthe effectiveness of the internal control systems of the Company pertaining to financial reporting Deficiencies in thedesign or operation of such internal controls if any of which we are aware have been disclosed to the auditors and theAudit Committee and steps have been taken to rectify these deficiencies

d) i) There has not been any significant change in internal control over financial reporting during the year underreference

ii) The changes in the Significant Accounting Policies arising from the adoption of the Indian Accounting Standardshave been discussed with the auditors and have been approved by the Audit Committee and

iii) We are not aware of any instance during the year of significant fraud with involvement therein of the managementor any employee having a significant role in the Companyrsquos internal control system over financial reporting

Place New Delhi Kunal Pahwa Mayur AgarwalDate 15th April 2019 Chief Executive Officer Chief Financial Officer

40

BALANCE SHEET

As at 31st March 2019Amount in `

Particulars Note As at As at31st March 2019 31st March 2018

ASSETSNon-Current Assetsa) Property Plant and Equipment 2 14695652 15623727b) Other Non-Current Assets 3 6672434 7609451Total Non-Current Assets 21368086 23233178Current Assetsa) Financial Assets

(i) Investments 4 280294894 208482957(ii) Trade Receivables 5 16310661 14154244(iii) Cash and Cash Equivalents 6 763039 900355(iv) Other Bank Balances 7 5489856 53182631(v) Other Financial Assets 8 4724316 6349124

b) Other Current Assets 3 437564 406324Total Current Assets 308020330 283475635Total Assets 329388416 306708813EQUITY AND LIABILITIESEquitya) Equity Share Capital 9 37875150 37875150b) Other Equity 268275037 243468594Total Equity 306150187 281343744LIABILITIESNon-Current Liabilitiesa) Provisions 10 1399224 1270990b) Deferred Tax Liabilities (Net) 11 10745247 11364002Total Non-Current Liabilities 12144471 12634992Current Liabilitiesa) Financial Liabilities

(i) Trade Payablesa) Total outstanding dues of micro enterprises and

small enterprises ndash ndashb) Total outstanding dues of creditors other than

micro enterprises and small enterprises 483074 395920(ii) Other Financial Liabilities 12 9272344 11118126

b) Other Current Liabilities 13 1264039 1172866c) Provisions 10 74301 43165Total Current Liabilities 11093758 12730077Total Equity And Liabilities 329388416 306708813

The accompanying notes 1 to 22 are an integral part of the Financial StatementsIn terms of our report of even date

On behalf of the BoardFor K C Mehta amp CoChartered AccountantsFirms Registration No 106237W

Vishal P Doshi D R Choudhury J SinghPartner Director DirectorMNo 101533

Place New Delhi K Pahwa M Agarwal D K GulatiDate 15th April 2019 Chief Executive Officer Chief Financial Officer Company Secretary

41

STATEMENT OF PROFIT AND LOSS

For the year ended 31st March 2019Amount in `

I Revenue From Operations 14 36986948 33098499

II Other Income 15 19625544 17119109

III Total Income (I+II) 56612492 50217608

IV EXPENSES

Employee Benefits Expense 16 1208580 1094609

Depreciation and Amortization Expense 473636 475984

Other Expenses 17 3107913 3334087

Total Expenses (IV) 4790129 4904680

V Profit Before Tax (III- IV) 51822363 45312928

VI Tax Expense

Current Tax 18 11653499 9272310

Deferred Tax 18 (618755) 2350502

VII Profit for the Year (V-VI) 40787619 33690116

VIII Other Comprehensive Income ndash ndash

IX Total Comprehensive Income for the Year (VII+VIII) 40787619 33690116

X Earnings per Equity Share (Face Value ` 10-each) 19

Basic (in `) 1077 890

Diluted (in `) 1077 890

For the Year For the YearParticulars Note ended ended

31st March 2019 31st March 2018





42

For the year ended 31st March 2019

STATEMENT OF CHANGES IN EQUITY

The Board of Directors of the Company recommended a dividend of ` 35 per share (for the year ended 31st March 2018 - dividend ` 350 pershare) be paid on fully paid equity shares This equity dividend is subject to approval by shareholders at the Annual General MeetingThe totalequity dividend to be paid ` 13256303 (for the year ended 31st March 2018 - dividend ` 13256303) Income tax on proposed dividend being` 2724873 (for the year ended 31st March 2018 - ` 2724873)

General Reserve This Reserve is created by an appropriation from one component of equity (generally retained earnings) to another notbeing an item of Other Comprehensive Income The same can be utilized by the Company in accordance with the provisions of the CompaniesAct 2013

Retained Earnings This Reserve represents the cumulative profits of the Company This Reserve can be utilized in accordance with theprovisions of the Companies Act 2013

The accompanying notes 1 to 22 are an integral part of the Financial Statements

In terms of our report of even dateOn behalf of the Board

For K C Mehta amp CoChartered AccountantsFirms Registration No 106237W



A Equity Share CapitalAmount in `

Balance as at the Changes in equity Balance at thebeginning of the share capital end of the

reporting year during the year reporting yearFor the year ended 31st March 2018 37875150 ndash 37875150For the year ended 31st March 2019 37875150 ndash 37875150

B Other EquityAmount in `

Reserves amp Surplus TotalGeneral Reserve Retained Earnings

Balance as at April 01 2017 30257504 195873461 226130965Total Comprehensive Income for the year ndash 33690116 33690116Dividend ndash 13256303 13256303Income Tax on Dividend Paid ndash 2698671 2698671Dividend Distribution Tax (earlier year) ndash 397513 397513Balance as at March 31 2018 30257504 213211090 243468594Balance as at April 01 2018 30257504 213211090 243468594Total Comprehensive Income for the year ndash 40787619 40787619Dividend ndash 13256303 13256303Income Tax on Dividend Paid 2724873 2724873Balance as at March 31 2019 30257504 238017533 268275037

43

CASH FLOW STATEMENT


For the Year For the YearParticulars ended ended


NOTES1) The above Cash Flow Statement has been prepared under the ldquoIndirect Methodrdquo as set out in Ind AS 7Statement of Cash FlowsrdquoThe accompanying notes 1 to 22 are an integral part of the Financial Statements

In terms of our report of even date On behalf of the Board




Amount in `

A Cash Flow from Operating ActivitiesPROFIT BEFORE TAX 51822363 45312928Adjustments for

Depreciation amp Amortisation expense 473636 475984Interest Income (1317822) (3453950)Dividend Income (159984) (178075)Loss on sale of property plant and equipment - Net 445778 (28273)Net gain(loss) on investments mandatorily measuredat fair value through profit or loss (18005340) (13358789)Other Non Operating Income ndash (86856)Other Non Operating Expense ndash 99378

OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 33258631 28782347Adjustments for

Trade Receivables Financial Assets and Other Assets (2815198) (90661)Trade Payables Other Liabilities and Provisions (1568800) 1700052

CASH GENERATED FROM OPERATIONS 28874633 30391738Income Tax Paid(Net) (10407981) (12740273)

NET CASH FROM OPERATING ACTIVITIES 18466652 17651465B Cash Flow from Investing Activities

Sale of Property Plant and Equipment 8661 58452Purchase of Current Investments (224340000) (186220000)SaleRedemption of Current Investments 170532754 183295529Dividend Income 159984 178075Interest Received 3262318 4031382

NET CASH FROM INVESTING ACTIVITIES (50376283) 1343438C Cash Flow from Financing Activities

Dividend Paid (13256303) (13256303)Income Tax on Dividend Paid (2724873) (2698671)

NET CASH FROM FINANCING ACTIVITIES (15981176) (15954974)NET INCREASE IN CASH AND CASH EQUIVALENTS (47890807) 3039929OPENING CASH AND CASH EQUIVALENTS 48653846 45613917CLOSING CASH AND CASH EQUIVALENTS 763039 48653846

CASH AND CASH EQUIVALENTS COMPRISE Cash cheques and current accounts 763039 900355Other Bank BalancesDeposits with original maturity more than 3 months having remainingmaturity less than 12 months from Balance Sheet date ndash 47753491

763039 48653846

44

1 SIGNIFICANT ACCOUNTING POLICIESStatement of ComplianceThese financial statements have been prepared in accordance with Indian Accounting Standards (Ind AS) notifiedunder section 133 of the Companies Act 2013 (the Act) read with Companies (Indian Accounting Standards)Rules 2015 (as amended) The financial statements have also been prepared in accordance with the relevantpresentation requirements of the Companies Act 2013

Basis of PreparationThe financial statements are prepared in accordance with the historical cost convention except for certain itemsthat are measured at fair values as explained in the accounting policies below The financial statements arepresented in Indian Rupees (INR) which is also the Companyrsquos functional currency

Fair Value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date regardless of whether that price is directly observable orestimated using another valuation technique In estimating the fair value of an asset or a liability the Companytakes into account the characteristics of the asset or liability if market participants would take those characteristicsinto account when pricing the asset or liability at the measurement date

The preparation of financial statements in conformity with Ind AS requires management to make judgementsestimates and assumptions that affect the application of the accounting policies and the reported amounts ofassets and liabilities the disclosure of contingent assets and liabilities at the date of the financial statementsand the reported amounts of revenues and expenses during the year Actual results could differ from those estimatesThe estimates and underlying assumptions are reviewed on an ongoing basis Revisions to accounting estimatesare recognised in the period in which the estimate is revised if the revision affects only that period they arerecognised in the period of the revision and future periods if the revision affects both current and future periods

All assets and liabilities have been classified as current or non-current as per the Companyrsquos normal operatingcycle and other criteria set out in the Schedule III to the Companies Act 2013 and Ind AS 1 ndash Presentation ofFinancial Statements based on the nature of business and the time between the acquisition of assets for processingand their realisation in cash and cash equivalents

Property Plant amp Equipment ndash Tangible AssetsProperty plant amp equipment are stated at cost of acquisition or construction less accumulated depreciation andimpairment if any For this purpose cost includes deemed cost which represents the carrying value of propertyplant and equipment recognised as at 1st April 2015 measured as per the previous GAAP

Cost is inclusive of inward freight duties and taxes and incidental expenses related to acquisition In respect ofmajor projects involving construction related pre-operational expenses form part of the value of assets capitalisedExpenses capitalised also include applicable borrowing costs for qualifying assets if any Subsequent costs areincluded in the assetrsquos carrying amount only when it meets the recognition criteria are met as per componentaccounting The carrying amount of a replaced part is derecognized All other repairs and maintenance are chargedto the statement of Profit amp Loss

An item of property plant and equipment is derecognized upon disposal or when no future economic benefits areexpected to arise from the continued use of asset Any gain or loss arising on the disposal or retirement of an itemof property plant and equipment is determined as the difference between the sales proceeds and the carryingamount of the asset and is recognised in Statement of Profit and Loss

Depreciation of these assets commences when the assets are ready for their intended use which is generally oncommissioning Items of Property Plant and Equipment are depreciated in a manner that depreciates the cost ofthe assets after commissioning (or other amount substituted for cost) less its residual value over their usefullives as specified in Schedule II of the Companies Act 2013 on a straight line basis

Property plant and equipmentrsquosrsquo residual values and useful lives are reviewed at each balance sheet date andchanges if any are treated as changes in accounting estimate

NOTES TO THE FINANCIAL STATEMENTS

45


Useful lives of different class of PPE are as follows

Particulars Useful Life as per Schedule IIBuilding 60 Years

Plant and Equipment 15 Years

Furnitures and fixtures 8 years

Office equipment 5 Years

Impairment of AssetsImpairment loss is provided if any to the extent the carrying amount of assets or cash generating units exceedtheir recoverable amount

Assets are tested for impairment whenever events or changes in circumstances indicate that the carrying amountmay not be recoverable

Recoverable amount is higher of an assetrsquos net selling price and its value in use Value in use is the present valueof estimated future cash flows expected to arise from the continuing use of an asset or cash generating unit andfrom its disposal at the end of its useful life

Impairment losses recognised in prior years are reversed when there is an indication that the impairment lossesrecognised no longer exist or have decreased Such reversals are recognised as an increase in carrying amountsof assets to the extent that it does not exceed the carrying amounts that would have been determined (net ofamortisation or depreciation) had no impairment loss been recognised in previous years

Changes in the expected useful life or the expected pattern of consumption of future economic benefits embodiedin the asset are considered to modify the amortisation period or method as appropriate and are treated aschanges in accounting estimates

Financial instruments Financial Assets and Financial LiabilitiesFinancial assets and financial liabilities are recognized when the Company becomes a party to the contractualprovisions of the relevant instrument Transaction cost that are directly attributable to the acquisition or issue offinancial assets and financial liabilities (other than financial assets and financial liabilities measured at fair valuethrough profit or loss) are added to or deducted from the fair value on initial recognition of financial assets andfinancial liabilities Purchase or sale of financial assets that require delivery of assets within a time frame establishedby regulation or convention in the market place (regular way trades) are recognized on the trade date ie the datewhen the Company commits to purchase or sell the asset

Financial AssetsRecognition Financial assets includes Investments Trade receivable Advances Security Deposits Cash andcash equivalents Such Assets are initially recognized at transaction price when the company becomes party tocontractual obligations The transaction price includes transaction cost unless the assets is being fair valuedthrough the Statement of Profit and Loss

Classification Management determines the classification of an asset at initial recognition depending on thepurpose for which the assets were acquired The subsequent measurement of financial assets depends on suchclassification

Financial assets are classified as those measured at

(a) Amortised cost where the financial assets are held solely for collection of cash flows arising from payments ofprincipal and or interest

(b) Fair value through other comprehensive income (FVTOCI) where the financial assets are held not only forcollection of cash flows arising from payments of principal and interest but also from the sale of such assetsSuch assets are subsequently measured at fair value with unrealised gains and losses arising from changesin the fair value being recognised in other comprehensive income

46


(c) Fair value through profit or loss (FVTPL) where the assets are managed in accordance with an approvedinvestment strategy that triggers purchase and sale decision based on fair value of such assets Such assetsare subsequently measured at fair value with unrealized gain and losses arising from changes in the fair valuebeing recognised in the Statement of Profit and Loss in the period in which they arise

Trade receivable Advances Security Deposits Cash and Cash equivalents etc are classified for measurementat amortised cost while Investment have been classified for measurement at Fair value through profit or loss(FVTPL)

Impairment The Company assesses at each reporting date whether a financial asset (or group of financialassets) such as investment trade receivable advances and security deposit held at amortised cost are tested forimpairment based on evidence or information that is available without undue cost or effort Expected credit lossesare assessed and loss allowances recognized if the credit quality of the financial asset has deteriorated significantlysince initial recognition

Reclassification When and only when the business model is changed the Company shall reclassify all affectedfinancial assets prospectively from the reclassification date as subsequently measured at amortised cost fairvalue through profit or loss without restating the previously recognized gains or losses and in terms of thereclassification principles laid down in the Ind AS relating to Financial Instruments

De-recognition Financial assets are derecognized when the rights to receive benefits have expired or beentransferred and the Company has transferred substantially all risks and rewards of ownership of such financialasset

Financial LiabilitiesTrade payables and other financial liabilities are initially recognized at the value of the respective contractualobligations They are subsequently measured at amortised cost

Financial liabilities are derecognized when the liability is extinguished that is when the contractual obligation isdischarged cancelled or expires

Offsetting Financial InstrumentsFinancial assets and liabilities are offset and the net amount is included in the Balance Sheet where there is alegally enforceable right to offset the recognised amounts and there is an intention to settle on a net basis orrealise the asset and settle the liability simultaneously

Revenue1 Revenue is measured at the fair value of the consideration received or receivable for services rendered net of

discounts to customers and excludes taxes such as Goods and Services Tax Revenue from the sale ofservices is recognised when the Company performs its obligations to its customers and the amount of revenuecan be measured reliably and recovery of the consideration is probable Income from operating license fees arerecognized on accrual basis in accordance with Operating License agreement The timing of such revenuerecognition is in the periods in which such services are rendered

2 Interest Income is booked in the Statement of Profit and Loss using the effective interest method

3 Dividend Income is recognised in the Statement of Profit and Loss when the right to receive dividend is established

Employee BenefitsThe Company makes contributions to both defined benefit and defined contribution schemes

Contributions to Provident Fund are in the nature of defined contribution scheme and such paidpayable amountsare charged against revenue The contributions in respect of provident fund and family pension are statutorilydeposited with the Government

The Company also makes contribution to defined benefit gratuity plan The cost of providing benefits under thedefined benefit obligation is calculated by independent actuary using the projected unit credit method The Companyhas taken a Policy with Life Insurance Corporation of India (LIC) to cover the gratuity liability with respect to the

47


employees and the premium paid to LIC is charged to Statement of Profit amp Loss The difference between theactuarial valuation of the gratuity with respect to employees at the year-end and the contribution paid to LIC isfurther adjusted in the books of accounts

Employees Benefit wrt Leave Encashment is considered as Employees Long Term Benefit for which the Companyrecords the liability based on actuarial valuation computed under projected unit credit method These benefits areunfunded

All such Employee Benefit expenditureprovisions are reimbursed by the Licensee as per the Operating LicenseAgreement

Taxes on IncomeTaxes on income comprises of current tax and deferred tax Current tax in the Statement of Profit and Loss isprovided as the amount of tax payable in respect of taxable income for the period using tax rates and tax lawsenacted during the period together with any adjustment to tax payable in respect of previous years

Deferred tax is recognized on temporary differences between the carrying amounts of assets and liabilities andthe amounts used for taxation purposes (tax base) at the tax rates and tax laws enacted or substantively enactedby the end of the reporting period

Deferred tax assets are recognized for the future tax consequences to the extent it is probable that future taxableprofits will be available against which the deductible temporary differences can be utilized

Deferred tax assets and liabilities are offset when there is legally enforceable right to offset current tax assets andliabilities and when the deferred tax balances relate to the same taxation authority Current tax assets and taxliabilities are offset where the entity has a legally enforceable right to offset and intends either to settle on netbasis or to realize the asset and settle the liability simultaneously

Dividend DistributionDividends paid (including income tax thereon) is recognised in the financial statements in the period in which inwhich the interim dividends are approved by the Board of Directors or in respect of the Companyrsquos final dividendfor the year when the same are approved by shareholders of the Company

Provisions and Contingent LiabilitiesProvisions are recognized when the Company has a present obligation (legal or constructive) as a result of a pastevent it is probable that an outflow of resources will be required to settle the obligation and the amount can bereliably estimated The amount so recognized is the best estimate of the consideration required to settle theobligation at the reporting date taking in to account the risks and uncertainties surrounding the obligation Adisclosure for a contingent liability is made when there is possible obligation or a present obligation that may butprobably will not require an outflow of resources Where there is possible obligation or a present obligation inrespect of which the likelihood of outflow of resources is remote no provision or disclosure is made

Use of Estimates and JudgementsThe key estimates and assumption used in the preparation of financial statements are set out below

Actuarial ValuationThe determination of Companyrsquos liability towards defined benefit obligation to employees is made through independentactuarial valuation including determination of amounts to be recognized in the Statement of Profit and Loss and inother comprehensive income Such valuation depend upon assumptions determined after taking into accountinflation seniority promotion and other relevant factors such as supply and demand factors in the employmentmarket Information about such valuation is provided in notes to the financial statements

ComparativesWhen required by Ind AS comparative figures have been adjusted to conform to changes in presentation for thecurrent financial year

48

2P

rope

rty

Pla

nt a

nd E

quip

men

tA

mou

nt i

n `

NO

TES

TO

TH

E F

INA

NC

IAL

STA

TEM

EN

TS

Gros

s Bl

ock

Depr

eciat

on

Amor

tisati

onNe

t Blo

ck

Parti

cula

rsWi

thdraw

alWi

thdraw

alWi

thdraw

alWi

thdraw

alAp

ril 1

and

Marc

h 31

an

dMa

rch

31

April

1Fo

r the

and

March

31

For t

hean

dMa

rch

31

Marc

h 31

Ma

rch

31

2017

Addi

tions

Adjus

tmen

t20

18Ad

ditio

nsAd

justm

ent

2019

2017

year

Adjus

tmen

t20

18ye

arAd

justm

ent

2019

2019

2018

Tang

ible

Ass

ets

Build

ing

161

88

565

-16

188

565

-2

668

831

592

168

29

561

564

759

84-1

432

140

473

636

290

5518

76

721

140

44

961

147

56

425

Plan

t and

Equ

ipmen

t7

637

0120

716

742

985

-2

047

935

381

92-

--

--

--

538

192

742

985

Furn

iture

and

Fixt

ures

1

278

845

584

122

300

-11

818

110

482

--

--

--

-1

104

821

223

00

Offic

e Eq

uipme

nt2

017

-2

017

--

201

7-

--

--

--

201

72

017

Tota

l1

708

216

7-

263

001

705

586

7-

483

494

165

72

373

956

156

475

984

-14

321

404

736

3629

055

187

672

11

469

565

21

562

372

7

Full

y de

prec

iated

ass

ets

NO

TES

TO

TH

E F

INA

NC

IAL

STA

TEM

EN

TS

49


Amount in `Particulars As at 31st March 2019 As at 31st March 2018

Current Non-Current Current Non-Current3 OTHER ASSETS

Advances other than capital advancesSecurity Deposit- With Others 2328947 2328947- Statutory Authorities 200000Other Advances (prepaid expenses) 437564 ndash 406324 ndashAdvance Tax (Net of Provisions) 4143487 5280504TOTAL 437564 6672434 406324 7609451

4 Current investments (at fair value through profit or loss unless otherwise stated) Amount in `Sl Investments in Mutual Funds As at 31st March 2019 As at 31st March 2018No

Name of Plan Unquoted Unquoted1 DHFL Pramerica Ultra Short Term Fund Nil (2018 - 1040731248)

Units of ` 1000 each ndash 219455882 ICICI Prudential Banking amp PSU Debt Fund 1124750948 Units

(2018 - 1124750948) of ` 1000 each 23872614 224702743 ICICI Prudential Corporate Bond Fund 1241451718 Units

(2018 - 1241451718) of ` 1000 each 23712100 221226704 UTI Floating Rate Fund Short Term Fund 7749911 Units

(2018-7749911) of ` 100000 each 23474167 218899535 SBI Magnum Instacash Nil Units (2018-3177849) of ` 100000 each ndash 70220186 Aditya Birla Sun Life Floating Rate Fund-Long Term 274475933 Units

(2018-319824542) Units of ` 10000 each 63614941 686675207 Aditya Birla Sunlife Saving Fund 137924934 Units (2018-129174683)

Units of ` 10000 each 51171946 443649348 Kotak Savings Fund 1128273230 Units (2018-Nil) of ` 1000 each 33816154 ndash9 Reliance Liquid Fund 11416769 Units (2018- Nil) of ` 100000 each 51823115 ndash10 ICICI Prudential Liquid Fund 57413509 Units (2018- Nil) of ` 10000 each 8809857 ndash

Aggregate amount of unquoted Investments 280294894 208482957TOTAL 280294894 208482957

Amount in `As at As at

31st March 2019 31st March 20185 TRADE RECEIVABLES

Unsecured Considered Good 16310661 14154244TOTAL 16310661 14154244

6 CASH AND CASH EQUIVALENTS Balances with Banks

Current Accounts 760024 900355Cash on Hand 3015 ndashTOTAL 763039 900355 Cash and cash equivalents include cash on hand cheques drafts on hand cash at bank and deposits with banks with original maturityof 3 months or less

7 OTHER BANKS BALANCESEarmarked balances 5489856 5429140On Deposit Accounts ndash 47753491TOTAL 5489856 53182631

Represents deposits with original maturity of more than 3 months having remaining maturity of less than 12 months from the Balance Sheet date

50

NOTES TO THE FINANCIAL STATEMENTSAmount in `

Particulars As at As at31st March 2019 31st March 2018

8 OTHER FINANCIAL ASSETSInterest accrued on Deposits 158000 2210348Others - Unsecured considered good 4566316 4138776TOTAL 4724316 6349124

As at As at As at As at31st March 31st March 31st March 31st March

2019 2019 2018 2018(No of ` (No of `

Shares) Shares)9 EQUITY SHARE CAPITAL

AuthorisedEquity Shares of ` 10- each 10000000 100000000 10000000 100000000Issued Subscribed and Paid upEquity Shares of ` 10- each fully paid 3787515 37875150 3787515 37875150

A) Reconciliation of the number of Equity Shares outstanding31st March 31st March

2019 2018As at the beginning of the year 3787515 3787515Add - Shares issued during the year ndash ndashLess -Shares bought back during the year ndash ndashAs at the end of the year 3787515 3787515

B) Shareholders holding more than 5 of the As at As at As at As atEquity Shares in the Company 31st March 31st March 31st March 31st March

2019 2019 2018 2018(No of (No of

Shares) Shares)ITC Limited 1733907 4578 1733907 4578Russell Investments Limited 300056 792 300056 792

C) Rights Preferences and Restrictions attached to the Equity SharesThe Equity Shares of the Company having par value of ` 10 per share rank pari passu in all respects includingvoting rights and entitlement to dividend

D) There are no bonus issue or buy back of equity shares during the period of five years immediately preceding thereporting date

As at 31st March 2019 As at 31st March 2018Current Non-Current Current Non-Current

10 PROVISIONSProvision for Long Term Employee Benefits 74301 1399224 43165 1270990TOTAL 74301 1399224 43165 1270990

51



11 DEFERRED TAX LIABILITIES (NET)Deferred Tax Liabilities 10745247 11364002Total 10745247 11364002Movement in Deferred Tax LiabilitiesAssets Balances

For the year 2018-19 Balance as on Recognized in Balance as on1st April 2018 profit or loss 31st March 2019

Deferred Tax Liabilities in relation toOther timing differences

On Depreciation on PPE 4293876 (252926) 4040950On Gain on Investment at FVTPL 7070126 473819 7543945

Total Deferred Tax Liabilities 11364002 220893 11584895Deferred tax liabilities beforeMAT credit entitlement 11364002 220893 11584895Less MAT credit entitlement ndash 839648 839648Total Deferred Tax Liabilities (Net) 11364002 (618755) 10745247


Deferred Tax liabilitiesassets in relation toOther timing differences


Total Deferred Tax Liabilities (Net) 9013500 2350502 11364002

As at As at31st March 2019 31st March 2018

12 OTHER FINANCIAL LIABILITIES

Unpaid Dividend 5489856 5429140Employee Related 3782488 5688986TOTAL 9272344 11118126

13 OTHER CURRENT LIABILITIES

Statutory Liabilities 1264039 1172866TOTAL 1264039 1172866

52

Particulars For the Year For the Yearended 31st ended 31st

March 2019 March 201814 REVENUE FROM OPERATIONS

Operating License Fees 36986948 33098499TOTAL 36986948 33098499

15 OTHER INCOMEInterest Income- Deposit with Banks- Carried At Amortised Cost 1178600 3272160- Deposit Others 139222 181790Dividend Income on Investment measured at FVTPL 159984 178075Net Gain(Loss) on financial assets mandatorily measured at FVTPL 18005340 13358789Net Gain(Loss) on Disposal of Fixed Assets ndash 28273Other Non-Operating Income 142398 100022TOTAL 19625544 17119109

Includes 1120976- (2018 - 681882-) being net gain(loss) on sale of investments

16 EMPLOYEE BENEFITS EXPENSESalaries and Wages 42461991 38590070Contribution to Provident and Other Fund 4564892 3983444

47026883 42573514Less Recoveries madeReimbursements received (45818303) (41478905)TOTAL 1208580 1094609

17 OTHER EXPENSESAdvertising Sales Promotion 159768 158814Consultancy Professional fees 214842 253969Travelling amp Conveyance 810746 1096527Postage Telephone Stationery etc 366042 205049Miscellaneous Expenses 1556515 1619728TOTAL 3107913 3334087Miscellaneous expenses includes Auditors remuneration andexpenses Audit Fees 60000 60000Fees for other services 40000 ndash

18 INCOME TAX EXPENSESA Amount recognised in profit or loss

Current TaxIncome Tax for the Year 11504441 9481109Adjustments(Credits) related to previous year 149058 (208799)Total Current Tax 11653499 9272310Deferred TaxDeferred tax for the year 220893 2350502Mat Credit Entitlement (839648) ndashTotal Deferred Tax (618755) 2350502TOTAL 11034744 11622812


53



March 2019 March 2018B Reconciliation of effective tax rate

Profit before tax 51822363 45312928Indian tax rate 2782 2755Income Tax expense calculated at 2782 (2018 2755) 14416981 12484845Effects ofndash Different tax rate on certain items (2922098) (756048)ndash Difference in taxable incomedeductible expense 9697 42609ndash Incomes that are not taxable in determining taxable profit (44508) (49064)Adjustments recognised in the current year in relation toCurrent tax of prior years (425328) (208799)Effect on deferred tax balances due to the change in income tax rate ndash 109269Income Tax recognised in profit or loss 11034744 11622812

The tax rate used for the year 2018-19 and 2017-18 reconciliations above is the corporate tax rate of 25 + surcharge 7 and education cess 4 (2017-18 3) payable on taxable profits under the Income Tax Act 1961

19 EARNINGS PER EQUITY SHAREProfit for the year 40787619 33690116Number of equity shares outstanding 3787515 3787515Basic and diluted earnings per share in (Face value ` 10- per share) 1077 890

20 ADDITIONAL NOTES TO THE FINANCIAL STATEMENTSA The Company was allotted 8200 sq mtrs of land at Vadodara in 1984 and an additional land of 2548 sq mtrs

in 1988 at R C Dutt Road Alkapuri Vadodara through GIIC (Gujarat Industrial Investment Corporation) on sub-lease for a period 30 years on which the hotel Welcomhotel Vadodara was constructed Lease term of landadmeasuring 8200 Sq mtrs expired on 30092014 and of land admeasuring 2548 sq mtrs expired on 30112018

The High Court of Gujarat in pursuance of Writ petition filed by Company in April 2013 passed an Order onDecember 24 2014 restraining the State Government from disturbing the peaceful and actual possession ofthe Company over the hotel property in any manner The writ petition is pending for hearing

The Company have made necessary application to State Government for Conversion of land from Leasehold toFreehold or Extension of Lease which is in process

B There are no Micro Small and Medium Enterprises to whom the Company owes dues which are outstandingfor more than 45 days during the year and also as at 31st March 2019 This information as required to bedisclosed under the Micro Small and Medium Enterprises Development Act 2006 has been determined tothe extent such parties have been identified on the basis of information available with the Company

C The Company operates in one segment ie Hoteliering and within one geographical segment ie India

D Defined Benefit Plan

The Company has taken a Policy with Life Insurance Corporation of India (LIC) to cover the gratuity liabilitywith respect to the employees and the premium paid to LIC is charged to Statement of Profit amp Loss Thedifference between the actuarial valuation of the gratuity with respect to employees at the year-end and thecontribution paid to LIC is further adjusted in the books of accounts

The accounting charge for benefits under the defined benefit obligation is calculated by independent actuaryusing the projected unit credit method

All such Employee Benefit expenditureprovisions are reimbursed by the Licensee (ITC Limited) as per theOperating License Agreement hence no effect on Statement of Profit amp Loss and Other Comprehensive

54


Income

Risk ManagementThe defined Benefit Plan expose the company to risk of actuarial deficit arising out of investment risk interestrate risk and salary cost inflation riskInvestment Risks This may arise from volatility in asset values due to market fluctuations and impairment ofassets due to credit losses These Plans primarily invest in debt instruments such as Government securitiesand highly rated corporate bonds ndash the valuation of which is inversely proportional to the interest rate movementsInterest Rate Risk The present value of Defined Benefit Plans liability is determined using the discount ratebased on the market yields prevailing at the end of reporting period on Government bonds A decrease inyields will increase the fund liabilities and vice-versaSalary Cost Inflation Risk The present value of the Defined Benefit Plan liability is calculated with referenceto the future salaries of participants under the Plan Increase in salary due to adverse inflationary pressuresmight lead to higher liabilitiesThese Plans have a relatively balanced mix of investments in order to manage the above risks The investmentstrategy is designed based on the interest rate scenario liquidity needs of the Plans and pattern of investmentas prescribed under various statutes

(Amount in `) Particulars Gratuity 2018-19 2017-18

I Components of Defined Benefit Cost 31-03-2019 31-03-2018 Recognised in Profit or Loss a Current Service Cost 641829 519816 b Past Service Cost ndash

c Net Interest Cost (184109) (72060) Remeasurements a Effect of changes in demographic assumptions (2108) ndash b Effect of changes in financial assumptions ndash (546692) c Effect of experience adjustments (142950) (700483) d (Return) on plan assets (excluding interest income) 24103 110903 e Changes in asset ceiling (excluding interest income) ndash ndash f Total remeasurements included in OCI (169160) (1358078)

Total defined benefit cost recognized in PampL 288560 (910323)I I Net Assets (Liabilities) recognised in Balance Sheet 31-03-2019 31-03-2018

1 Defined Benefit Obligation at end of period 11112243 102978642 Fair value of plan assets at end of period 13058222 120087733 Net defined benefit liability (asset) (1945979) (1710909)

III Change in Defined Benefit Obligation 31-03-2019 31-03-20181 Defined benefit obligation at beginning of period 10297864 111006822 Current service cost 641829 5198163 Interest expenses 755904 7223694 Remeasurements gains (losses)

a Effect of changes in demographic assumptions (2108) ndashb Effect of changes in financial assumptions ndash (546692)c Effect of experience adjustments (142950) (700483)

5 Benefits Paid (438296) (797828)6 Present Value of DBO at end of the year 11112243 10297864

IV Change in Fair Value of Plan Assets 31-03-2019 31-03-20181 Fair value of plan assets at beginning of period 12008773 11529880

55


2 Interest income 940012 7944303 Actual Company Contributions 523630 3713884 Benefits Paid (438296) (797828)5 Remeasurements Gains(Losses) on plan assets 24103 1109036 Fair Value of Plan Assets at end of period 13058222 12008773

V Significant Actuarial Assumptions 31-03-2019 31-03-20181 Discount rate () 750 7502 Salary increase rate 70 703 Attrition Rate 20 204 Retirement Age 58 585 Pre-retirement Mortality Indian Assured Indian Assured

Lives Mortality Lives Mortality(2012-14) Ultimate (2006-08) Ultimate

6 Disability Nil NilVI Sensitivity Analysis

The below sensitivity analysis are based on a change in an assumption while holding all other assumptionsconstant In practice this is unlikely to occur and changes in some of the assumptions may be correlatedWhen calculating the sensitivity of the defined benefit obligation to significant actuarial assumptionsthe same method (present value of the defined benefit obligation calculated with the projected unit creditmethod at the end of the reporting period) has been applied as when calculating the defined benefitliability recognised in the balance sheet The methods and types of assumptions used in preparing thesensitivity analysis did not change compared to the prior period

DBO as at DBO as at31-03-2019 31-03-2018

1 Discount rate +100 basis points 10484869 96707062 Discount rate -100 basis points 11804923 109908143 Salary Increase Rate +1 11746789 109364544 Salary Increase Rate -1 10525722 97077345 Attrition Rate +1 11127835 103179616 Attrition Rate -1 11095064 10276102

Maturity Analysis of the Benefit Payments 31-03-2019 31-03-2018 Year 1 804294 399061 Year 2 1117591 769443 Year 3 558914 1211853 Year 4 2204073 512504 Year 5 1303903 2056016 Next 5 years 4323660 4603103

E Amount towards Defined Contribution Plans have been recognized under Contribution to Provident and OtherFunds in Note 16 ` 4564892- (2018 - ` 3983444-)

F The financial statements were approved for issue by the Board of Directors on 15th April 2019G Company has adopted IND As 115 lsquoRevenue from Contracts with Customersrsquo wef 01st April 2018 on prospective

basis and there is no material impact on Financial StatementsH Ministry of Corporate Affairs (MCA) has issued the Companies (Indian Accounting Standards) Second

Amendment Rules 2019 on 30th March 2019 notifying new Standard Ind AS 116 lsquoLeasesrsquo and otherconsequential amendment in existing Ind As This Ind AS is applicable for annual period beginning on or after01st April 2019 The company is in the process of analysing the impact of such amendment which are notexpected to be material

56


21 Financial Instruments and Related DisclosuresI Capital Management

The Company does not have borrowing and aims at maintaining a strong capital base so as to maintain adequatesupply of funds towards future growth plans as a going concern

II Categories of Financial InstrumentsAmount in `

Particulars Note As at As at March 31 2019 March 31 2018

Carrying Fair Carrying FairValue Value Value Value

A Financial Assetsa) Measured at Amortised Cost

i) Cash and cash equivalents 6 763039 763039 900355 900355ii) Other bank balances 7 5489856 5489856 53182631 53182631iii) Trade Receivables 5 16310661 16310661 14154244 14154244iv) Other Financial Assets 8 4724316 4724316 6349124 6349124

Sub - total 27287872 27287872 74586354 74586354 b) Measured at Fair Value through Profit or Loss

i) Investment in mutual funds 4 280294894 280294894 208482957 208482957Sub - total 280294894 280294894 208482957 208482957

Total Financial Assets 307582766 307582766 283069311 283069311B Financial Liabilities

Measured at Amortised Costi) Trade Payables 483074 483074 395920 395920ii) Other Financial Liabilities 12 9272344 9272344 11118126 11118126Total Financial Liabilities 9755418 9755418 11514046 11514046

The carrying amounts of trade payables other financial liabilities cash and cash equivalents other bank balancestrade receivables and other financial assets are considered to be the same as their fair values due to their short termnatureFair value in Mutual fund has been considered as Level 1 as Hierarchy for the same are based on unadjusted pricesin active marketIII Financial Risk Management Objectives

The Company has a system-based approach to risk management anchored to policies and procedures andinternal financial controls aimed at ensuring early identification evaluation and management of key financialrisks (such as market risk credit risk and liquidity risk) that may arise as a consequence of its businessoperations as well as its investing activities Accordingly the Companyrsquos risk management framework has theobjective of ensuring that such risks are managed within acceptable and approved risk parameters in a disciplinedand consistent manner and in compliance with applicable regulation It also seeks to drive accountability in thisregardLiquidity RiskThe company has current assets aggregate to ` 308020330- (2018- ` 283475635) including CurrentInvestments Cash and cash equivalents and Other bank balances of ` 286547789- (2018- ` 262565943-)against an aggregate Current liability of ` 11093758- (2018- ` 12730077-) on the reporting dateFurther whilethe Companyrsquos total equity stands at ` 306150187- (2018- ` 281343744-) and it has no borrowings In suchcircumstances liquidity risk or the risk that the company may not be able to settle or meet its obligations as theybecome due does not existMarket RiskThe company invests in mutual fund schemes of leading fund houses Such investments are susceptible tomarket price risk that arise mainly from changes in interest rate which may impact the return and value of such

57


investments However given the relatively short tenure of the underlying portfolio of the mutual fund schemes inwhich the company has invested such price risk is not significantCredit RiskCompanyrsquos deployment in financial instruments such as mutual funds and fixed deposit are made in high qualitypaperscounterparties The company has receivable balances with ITC Limited under the Operating ServiceAgreement which are generally short term in nature Accordingly the Company has concluded that no provisionfor expected credit loss is required

22 Related Party DisclosuresRelated Party Transactionsi) Name of related parties and nature of relationships

ITC Limited of which the Company is an Associateii) Key Management Personnel

Board of DirectorsN Anand Chairman amp Non-Executive DirectorJ Singh Non-Executive DirectorR C Mehta Non-Executive DirectorC K Koshy Non-Executive DirectorM Narayanan Non-Executive DirectorD R Choudhury Non-Executive Director

iii) Summary of transactions during the year Amount in `

Particulars ITC Limited Key ManagementPersonnel

2019 2018 2019 2018License Fees Received 43644599 38834172 ndash ndashPurchase of Services 364514 513635 ndash ndashRemuneration of Managers on Deputation Reimbursed 5916468 5236397 ndash ndashRecoveries of Contractual Remuneration(Including Mangers on Deputation) 53058539 51502148 ndash ndashExpenses Recovered 2168155 2400471 ndash ndashExpenses Reimbursed ndash 44604 ndash ndashDividend Payments 6068675 6068675 700 700Remuneration to Key Management Personnel- Directorrsquos Sitting Fees 370000 350000Balance amount recoverable 20865894 18292750 ndash ndashBalance amount payable ndash ndash ndash ndash

58

TO THE MEMBERS OFGUJARAT HOTELS LIMITED

Report on the Audit of the Financial Statements

Opinion

We have audited the accompanying financial statementsof Gujarat Hotels Limited (ldquothe Companyrdquo) which comprisethe Balance Sheet as at 31st March 2019 the Statement ofProfit and Loss including other comprehensive incomeStatement of Changes in Equity and Statement of CashFlows for the year then ended and notes to the financialstatements including a summary of significant accountingpolicies and other explanatory information (hereinafterreferred to as ldquothe financial statementsrdquo)

In our opinion and to the best of our information andaccording to the explanations given to us the aforesaidfinancial statements give the information required by theCompanies Act 2013 (ldquothe Actrdquo) in the manner so requiredand give a true and fair view in conformity with the IndianAccounting Standards specified under section 133 of theAct read with the Companies (Indian Accounting Standards)Rules 2015 as amended (lsquoInd ASrdquo) and other accountingprinciples generally accepted in India of the state of affairsof the Company as at 31 st March 2019 and totalcomprehensive income (comprising of profit and othercomprehensive income) changes in equity and its cashflows for the year ended on that date

Basis for Opinion

We conducted our audit of the financial statements inaccordance with the Standards on Auditing (SAs) specifiedunder section 143(10) of the Act Our responsibilities underthose Standards are further described in the AuditorrsquosResponsibilities for the Audit of the Financial Statementssection of our report We are independent of the Companyin accordance with the Code of Ethics issued by the Instituteof Chartered Accountants of India together with the ethicalrequirements that are relevant to our audit of the financialstatements under the provisions of the Act and the Rulesmade thereunder and we have fulfilled our other ethicalresponsibilities in accordance with these requirements andthe Code of Ethics We believe that the audit evidence wehave obtained is sufficient and appropriate to provide abasis for our audit opinion

Key Audit Matters

Key audit matters are those matters that in our professionaljudgment were of most significance in our audit of thesefinancial statements of the current period These matterswere addressed in the context of our audit of the financialstatements as a whole and in forming our opinion thereonand we do not provide a separate opinion on these mattersWe have determined the matters described below to bethe key audit matters to be communicated in our report

INDEPENDENT AUDITORS REPORT

Information Other than the Financial Statements andAuditorrsquos Report Thereon

The Companyrsquos Board of Directors is responsible forpreparation of the other information The other informationcomprises the information included in the Boardrsquos Reportincluding Annexures to Boardrsquos Report ManagementDiscussion and Analysis Report on Corporate Governance

and Shareholderrsquos Information but does not include thefinancial statements and our auditorrsquos report thereon

Our opinion on the financial statements does not cover theother information and we do not express any form ofassurance conclusion thereon

In connection with our audit of the financial statements ourresponsibility is to read the other information and in doing

Sr No

Key Audit Matter How our audit addressed the matter

1 Evaluation of uncertain legal position of leasehold land

(Refer note no 20A to the financial statements)

The lease period of land held by the Company has expired The Company has filed necessary writ petition with High Court of Gujarat in April 2013 which is still pending for adjudication The Company has also made necessary application to State Government for Conversion of land from Leasehold to Freehold or Extension of Lease which is in process This matter being sub-judice essentially involves significant judgement to determine the possible outcome and therefore we have considered it as a key audit matter

We performed the following substantive procedures

Obtained details of application made to State Government Obtained details of writ petition filed to the High Court of

Gujarat and order copy passed by the High Court of Gujarat restraining the State Government from disturbing the actual possession over the property

Obtained details of progress in the matter Discussed the case with the Companyrsquos legal advisor about

the possible outcomes Read the minutes of the board meetings

Based on the procedures described managementrsquos evaluation on the same is acceptable

59

so consider whether the other information is materiallyinconsistent with the financial statements or our knowledgeobtained in the audit or otherwise appears to be materiallymisstated

If based on the work we have performed we conclude thatthere is a material misstatement of this other informationwe are required to report that fact We have nothing to reportin this regard

Responsibilities of Management and Those Charged withGovernance for the Financial Statements

The Companyrsquos Board of Directors is responsible for thematters stated in section 134(5) of the Act with respect tothe preparation of these financial statements that give atrue and fair view of the financial position financialperformance including other comprehensive incomechanges in equity and cash flows of the Company inaccordance with the accounting principles generallyaccepted in India including the Indian Accounting Standards(Ind AS) prescribed under section 133 of the Act

This responsibility also includes maintenance of adequateaccounting records in accordance with the provisions ofthe Act for safeguarding of the assets of the Company andfor preventing and detecting frauds and other irregularitiesselection and application of appropriate accounting policies making judgments and estimates that are reasonableand prudent and design implementation andmaintenance of adequate internal financial controls thatwere operating effectively for ensuring the accuracy andcompleteness of the accounting records relevant to thepreparation and presentation of the financial statementsthat give a true and fair view and are free from materialmisstatement whether due to fraud or error

In preparing the financial statements management isresponsible for assessing the Companyrsquos ability tocontinue as a going concern disclosing as applicablematters related to going concern and using the goingconcern basis of accounting unless management eitherintends to liquidate the Company or to cease operationsor has no realistic alternative but to do so

The Board of Directors is also responsible for overseeingthe Companyrsquos financial reporting process

Auditorrsquos Responsibilities for the Audit of the FinancialStatements

Our objectives are to obtain reasonable assurance aboutwhether the financial statements as a whole are free frommaterial misstatement whether due to fraud or error andto issue an auditorrsquos report that includes our opinionReasonable assurance is a high level of assurance but isnot a guarantee that an audit conducted in accordance withSAs will always detect a material misstatement when itexists Misstatements can arise from fraud or error and areconsidered material if individually or in the aggregate they

could reasonably be expected to influence the economicdecisions of users taken on the basis of these financialstatements

As part of an audit in accordance with SAs we exerciseprofessional judgment and maintain professionalskepticism throughout the audit We also

bull Identify and assess the risks of materialmisstatement of the financial statements whetherdue to fraud or error design and perform auditprocedures responsive to those risks and obtain auditevidence that is sufficient and appropriate to providea basis for our opinion The risk of not detecting amaterial misstatement resulting from fraud is higherthan for one resulting from error as fraud may involvecollusion forgery intentional omissionsmisrepresentations or the override of internal control

bull Obtain an understanding of internal control relevantto the audit in order to design audit procedures thatare appropriate in the circumstances Under section143(3)(i) of the Act we are also responsible forexpressing our opinion on whether the Company hasadequate internal financial controls system in placeand the operating effectiveness of such controls

bull Evaluate the appropriateness of accounting policiesused and the reasonableness of accountingestimates and related disclosures made bymanagement

bull Conclude on the appropriateness of managementrsquosuse of the going concern basis of accounting andbased on the audit evidence obtained whether amaterial uncertainty exists related to events orconditions that may cast significant doubt on theCompanyrsquos ability to continue as a going concern Ifwe conclude that a material uncertainty exists we arerequired to draw attention in our auditorrsquos report tothe related disclosures in the financial statementsor if such disclosures are inadequate to modify ouropinion Our conclusions are based on the auditevidence obtained up to the date of our auditorrsquosreport However future events or conditions maycause the Company to cease to continue as a goingconcern

bull Evaluate the overall presentation structure andcontent of the financial statements including thedisclosures and whether the financial statementsrepresent the underlying transactions and events ina manner that achieves fair presentation

We communicate with those charged with governanceregarding among other matters the planned scope andtiming of the audit and significant audit findings includingany significant deficiencies in internal control that weidentify during our audit


60

We also provide those charged with governance with astatement that we have complied with relevant ethicalrequirements regarding independence and tocommunicate with them all relationships and other mattersthat may reasonably be thought to bear on ourindependence and where applicable related safeguards

From the matters communicated with those charged withgovernance we determine those matters that were of mostsignificance in the audit of the financial statements of thecurrent year and are therefore the key audit matters Wedescribe these matters in our auditorrsquos report unless lawor regulation precludes public disclosure about the mattersor when in extremely rare circumstances we determinethat a matters should not be communicated in our reportbecause the adverse consequences of doing so wouldreasonably be expected to outweigh the public interestbenefits of such communication

Report on Other Legal and Regulatory Requirements

1 As required by the Companies (Auditorrsquos Report)Order 2016 (ldquothe Orderrdquo) issued by the CentralGovernment of India in terms of sub-section (11) ofsection 143 of the Act we give in ldquoAnnexure Ardquo astatement on the matters specified in paragraphs 3and 4 of the Order to the extent applicable

2 As required by Section 143(3) of the Act we reportthat

a we have sought and obtained all the information andexplanations which to the best of our knowledge andbelief were necessary for the purposes of our audit

b in our opinion proper books of account as requiredby law have been kept by the Company so far as itappears from our examination of those books

c the Balance Sheet the Statement of Profit and lossincluding other comprehensive income the Statementof Changes in Equity and the Statement of Cash Flowsdealt with by this Report are in agreement with thebooks of account

d in our opinion the aforesaid financial statementscomply with the Indian Accounting Standards (Ind AS)prescribed under Section 133 of the Act

e on the basis of the written representations receivedfrom the directors as on 31st March 2019 taken onrecord by the Board of Directors none of the directorsis disqualified as on 31st March 2019 from beingappointed as a director in terms of Section 164(2) ofthe Act

f with respect to the adequacy of the internal financialcontrols with reference to financial statements of theCompany and the operating effectiveness of suchcontrols refer to our separate report in ldquoAnnexure Brdquoand

g with respect to the other matters to be included in theAuditorrsquos Report in accordance with the requirementsof section 197(16) of the Act as amended theCompany has neither paid nor provided for anyremuneration to its directors during the year

h with respect to the other matters to be included in theAuditorrsquos Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules 2014 in ouropinion and to the best of our information andaccording to the explanations given to us

i the Company does not have any pendinglitigations which would impact its financialposition

ii the Company did not have any long-termcontracts including derivative contracts for whichthere were any material foreseeable losses

iii there has been no delay in transferringamounts required to be transferred to theInvestor Education and Protection Fund by theCompany





61

ANNEXURE A TO THE INDEPENDENT AUDITORrsquoS REPORT

The annexure referred to in our Independent AuditorrsquosReport to the members of Gujarat Hotels Limited (ldquotheCompanyrdquo) on the financial statements for the year ended31st March 2019 we report that

i (a) The Company has maintained proper recordsshowing full particulars including quantitativedetails and situation of fixed assets

(b) As explained to us the Company has a regularprogram of physical verification of fixed assetswhich in our opinion is reasonable The assetswhich were to be covered as per the saidprogram have been physically verified by themanagement during the year In our opinion andAccording to the information and explanationsgiven to us no material discrepancies werenoticed on such verification

(c) According to the information and explanationsgiven to us and on the basis of our examinationof the records of the Company the title deeds ofimmovable properties are held in the name ofthe Company with respect to land the Companyhas filed a writ petition with Gujarat High Courtseeking that the Gujarat State Government bedirected to take action on Companyrsquosapplication to have the leasehold land of theHotel Converted to freehold and transferred toCompany as per the existing government policyin this regard

ii The Company does not have any inventory andtherefore reporting under clause (ii) of the Order isnot applicable to the Company

iii The Company has not granted any loans secured orunsecured to Companies firms Limited LiabilityPartnerships or other parties covered in the registermaintained under section 189 of the Companies Act2013 and therefore reporting under clause (iii) of theOrder is not applicable to the Company

iv The Company has not given any loans guaranteesor security In respect of the Investments made in ouropinion and according to the information andexplanations given to us the Company has compliedwith the provisions of section 186 of the Act

v According to the information and explanations givento us the Company has not accepted any depositsduring the year from the public within the meaning ofprovisions of section 73 to 76 of the Companies Act2013 and the rules framed thereunder and thereforereporting under clause (v) of the Order is notapplicable to the Company

vi In our opinion and according to the information andexplanations given to us in view of Rule 3 of theCompanies (Cost Records and Audit) AmendmentsRules 2014 the maintenance of cost records undersub-section (1) of section 148 of the Companies Act2013 is not applicable to the Company and thereforereporting under clause (vi) of the Order is notapplicable to the Company

vii (a) According to the information and explanationsgiven to us the Company has been regular indepositing with appropriate authoritiesundisputed statutory dues including providentfund employeersquos state insurance income-taxvalue added tax goods and service tax cessand other statutory dues applicable to it Furtherno undisputed amounts payable in respect ofprovident fund employeersquos state insuranceincome tax value added tax goods and servicetax cess and any other statutory dues were inarrears as at 31st March 2019 for a period ofmore than six months from the date theybecome payable

(b) According to the information and explanationsgiven to us there are no dues of Income taxsales tax value added tax and goods andservice tax which have not been deposited onaccount of any dispute

viii The Company has not taken any loans or borrowingsfrom financial institutions banks and government orhas not issued any debentures and thereforereporting under clause (viii) of the Order is notapplicable to the Company

ix The Company has not raised moneys by way of initialpublic offer or further public offer (including debtinstrument) and term loans during the year andtherefore reporting under clause (ix) of the Order isnot applicable to the Company

x To the best of our knowledge and according toinformation and explanations given to us no materialfraud by the Company or on the Company by its officersor employees has been noticed or reported duringthe course of our audit

xi In our opinion and according to the information andexplanations given to us the Company has not paidor provided any managerial remuneration during theyear and therefore reporting under clause (xi) of theOrder is not applicable to the Company

xii The Company is not a Nidhi company and thereforereporting under clause (xii) of the Order is notapplicable to the Company


62

xiii In our opinion and according to the information andexplanations given to us and based on ourexamination of the records of the Company alltransactions with the related parties are in compliancewith Section 177 and 188 of the Act where applicableand the details have been disclosed in the financialstatements as required by the applicable accountingstandards

xiv According to the information and explanations givento us the Company has not made any preferentialallotment or private placement of shares or fully orpartly convertible debentures during the year underreview and therefore reporting under clause (xiv) ofthe Order is not applicable to the Company

xv In our opinion and according to the information andexplanations given to us the Company has not

entered into any non-cash transactions with directorsor persons connected with directors and thereforereporting under clause (xv) of the Order is notapplicable to the Company

xvi The Company is not required to be registered undersection 45-IA of the Reserve Bank of India Act 1934


Firmrsquos Registration No106237W



63

ANNEXURE ldquoBrdquo TO THE INDEPENDENT AUDITORSrsquo REPORT

(Referred to in paragraph 2(f) under lsquoReport on Other Legaland Regulatory Requirementsrsquo section of our report to theMembers of Gujarat Hotels Limited on the financialstatements of even date)

Report on the Internal Financial Controls with referenceto financial statements under Clause (i) of Sub-section 3of Section 143 of the Act

W e have audited the internal financial controls withreference to financial statements of Gujarat Hotels Limited(ldquothe Companyrdquo) as of 31st March 2019 in conjunction withour audit of the financial statements of the Company for theyear ended on that date

Managementrsquos Responsibility for Internal FinancialControls

The Companyrsquos management is responsible forestablishing and maintaining internal financial controlsbased on the internal control over financial reporting criteriaestablished by the Company considering the essentialcomponents of internal control stated in the Guidance Noteon Audit of Internal Financial Controls over FinancialReporting issued by the Institute of Chartered Accountantsof India (ldquoICAIrdquo) These responsibilities include the designimplementation and maintenance of adequate internalfinancial controls that were operating effectively for ensuringthe orderly and efficient conduct of its business includingadherence to companyrsquos policies the safeguarding of itsassets the prevention and detection of frauds and errorsthe accuracy and completeness of the accounting recordsand the timely preparation of reliable financial informationas required under the Act

Auditorsrsquo Responsibility

Our responsibility is to express an opinion on theCompanyrsquos internal financial controls with reference tofinancial statements based on our audit We conductedour audit in accordance with the Guidance Note on Audit ofInternal Financial Controls over Financial Reporting (theldquoGuidance noterdquo) and the Standards on Auditing issued byICAI and deemed to be prescribed under section 143(10)of the Companies Act to the extent applicable to an audit ofinternal financial controls both applicable to an audit ofInternal Financial Controls and both issued by the ICAIThose Standards and the Guidance Note require that wecomply with ethical requirements and plan and performthe audit to obtain reasonable assurance about whetheradequate internal financial controls with reference tofinancial statements were established and maintained andif such controls operated effectively in all material respects

Our audit involves performing procedures to obtain auditevidence about the adequacy of the internal financialcontrols with reference to financial statements and their

operating effectiveness Our audit of internal financialcontrols with reference to financial statements includedobtaining an understanding of internal financial controlswith reference to financial statements assessing the riskthat a material weakness exists and testing and evaluatingthe design and operating effectiveness of internal controlbased on the assessed risk The procedures selecteddepend on the auditorrsquos judgement including theassessment of the risks of material misstatement of thefinancial statements whether due to fraud or error

We believe that the audit evidence we have obtained issufficient and appropriate to provide a basis for our auditopinion on the Companyrsquos internal financial controls withreference to financial statements

Meaning of Internal Financial Controls with reference tofinancial statements

A Companyrsquos internal financial controls with reference tofinancial statements is a process designed to providereasonable assurance regarding the reliability of financialreporting and the preparation of financial statements forexternal purposes in accordance with generally acceptedaccounting principles A Companyrsquos internal financialcontrols with reference to financial statements includesthose policies and procedures that (1) pertain to themaintenance of records that in reasonable detailaccurately and fairly reflect the transactions anddispositions of the assets of the Company (2) providereasonable assurance that transactions are recorded asnecessary to permit preparation of financial statements inaccordance with generally accepted accounting principlesand that receipts and expenditures of the Company arebeing made only in accordance with authorisations ofmanagement and directors of the Company and (3) providereasonable assurance regarding prevention or timelydetection of unauthorised acquisition use or dispositionof the Companyrsquos assets that could have a material effecton the financial statements

Inherent Limitations of Internal Financial Controls withreference to financial statements

Because of the inherent limitations of internal financialcontrols with reference to financial statements includingthe possibility of collusion or improper managementoverride of controls material misstatements due to erroror fraud may occur and not be detected Also projections ofany evaluation of the internal financial controls withreference to financial statements to future periods aresubject to the risk that the internal financial control withreference to financial statements may become inadequatebecause of changes in conditions or that the degree ofcompliance with the policies or procedures may deteriorate


64

Opinion

In our opinion the Company has in all material respectsan adequate internal financial controls with reference tofinancial statements and such internal financial controlswith reference to financial statements were operatingeffectively as at 31st March 2019 based on the internalcontrol over financial reporting criteria established by theCompany considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal


Financial Controls over Financial Reporting issued by theInstitute of Chartered Accountants of India




REPORT AND ACCOUNTS 2019

1



Your Directors 9





Balance Sheet 40







2


Board Committees


Nakul Anand





Mahalinga Narayanan

Jagdish Singh





K Pahwa Invitee





Board of Directors



3


ORDINARY BUSINESS






SPECIAL BUSINESS








AGM NOTICE







4

NOTES






















5



























6








Item No 5









Item Nos 6 amp 7



7











8

ROUTE MAP


9

N Anand




Other Directorships















CK Koshy





M Narayanan


YOUR DIRECTORS

10



Other Directorships








J Singh









D R Choudhury


Other Directorships



YOUR DIRECTORS




11







BOARD OF DIRECTORS


Composition





of Directors






Board Agenda












12









present

1 17th April 2018 6 6

2 7th August 2018 6 6


4 30th January 2019 6 5



















13
















Composition







2 7th August 2018 4 4


4 30th January 2019 4 3



M Narayanan1 4

C K Koshy 4

R C Mehta2 2




Composition






14



2 29th June 2018 2 2

3 7th August 2018 2 2




7 30th January 2019 2 2



J Singh 7

D R Choudhury 7

C K Koshy 0



Composition







2 30th January 2019 5 4



C K Koshy 2

N Anand 2

R C Mehta1 1

M Narayanan 2


Remuneration Policy







C K Koshy 150000-

R C Mehta1 70000-






15




N Anand 200

D R Choudhury Nil

C K Koshy Nil

R C Mehta Nil

M Narayanan Nil

J Singh Nil



























GHL CODE OF CONDUCT



16
















1 Leadership






4 Governance



17


AGM Details


















1 - 500 5152 9455 587438 1551501 - 1000 138 253 112061 296

1001 - 2000 68 125 100167 2652001 - 3000 26 048 62030 1643001 - 4000 16 029 58804 1554001 - 5000 11 020 50785 1345001 - 10000 23 042 163405 431

10001 - 50000 8 015 147787 39050001 - 100000 3 006 226954 599

100001 amp Above 4 007 2278084 6015Total 5449 10000 3787515 10000








18












Annual Results





34th 2015-16 Vadodara 20-09-2016 None390 007

Postal Ballot










19










Nomination Facility
















Depository Services




20















Profits (` ) (` )


b Tax Expense













HOTEL OPERATIONS


Financial Ratio

2018-19 2017-18 Change

Reason for change

Current Ratio


Return on Net Worth


21












RISK MANAGEMENT










22

AUDIT AND SYSTEMS












DEPOSITS


DIRECTORS







23












Board Evaluation








Statutory Auditors




24














OTHER INFORMATION





Cost Records












Sl DescriptionNo






25






CONCLUSION






















EMPLOYEES


26

ANNEXURE



















27














ANNEXURE











28













Opinion



Restrictions on Use





29

ANNEXURE











Sl No




30




Changeduring the

year










ANNEXURE

31






SlNo


Shares of total

Sharesof the

Company

of Sharespledged


No ofShares

of totalShares

of theCompany

of Sharespledged



during the year




SlNo







ANNEXURE

No of Shares

Sl No








32



SlNo






ANNEXURE

33








ANNEXURE

SlNo






34





ANNEXURE

SlNo






35


ANNEXURE











jointly


Company


jointly


Company




0 0 0 0


Sl No Directors



Committee Meetings








3759620

36







ANNEXURE

Sl No


Total Amount


Officer


Officer


1 Gross Salary


377472 2883242 880140 4140854


242908 136154 0 379062


0 0 0 0



0 0 0 0


37









all employees


LY ()

ANNEXURE











38

O

n de

puta

tion

from

ITC

Lim

ited

(ITC

)

Ser

vice

s re

verte

d to

ITC

effe

ctiv

e 17

th D

ecem

ber

2018

N

otes

a

Gro

ss r

emun

erat

ion

incl

udes

sal

ary

var

iabl

e pa

y C

ompa

nys

con

tribu

tion

to p

rovi

dent

fun

d a

llow

ance

s amp

oth

er b

enef

its

app

licab

le p

erqu

isite

s ex

cept

pro

visi

ons

for

grat

uity

and

leav

e en

cash

men

t w

hich

are

act

uaria

lly d

eter

min

ed o

n an

ove

rall

Com

pany

bas

is

The

ter

m r

emun

erat

ion

has

the

mea

ning

ass

igne

d to

it

unde

r th

eC

ompa

nies

Act

20

13

bN

et r

emun

erat

ion

com

pris

es c

ash

inco

me

less

inc

ome

tax

amp e

duca

tion

cess

ded

ucte

d at

sou

rce

and

empl

oyee

s o

wn

cont

ribut

ion

to p

rovi

dent

fun

dc

All

appo

intm

ents

(ex

cept

in

case

of

empl

oyee

s on

dep

utat

ion)

are

con

tract

ual i

n ac

cord

ance

with

ter

ms

and

cond

ition

s as

per

Com

pany

s r

ules

d

The

afo

resa

id e

mpl

oyee

s ar

e ne

ither

rel

ativ

e of

any

Dire

ctor

of

the

Com

pany

nor

hol

d an

y eq

uity

sha

re i

n th

e C

ompa

ny

BIn

form

atio

n pu

rsua

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o Se

ctio

n 19

7 of

the

Com

pani

es A

ct 2

013

read

with

Rul

es 5

(2)

and

5(3)

of

the

Com

pani

es (

App

oint

men

t an

dR

emun

erat

ion

of M

anag

eria

l Per

sonn

el) R

ules

201

4

On

beha

lf of

the

Boa

rd

Pla

ce

New

Del

hiD

R C

houd

hury

J S

ingh

Dat

e 1

5th

Apr

il 2

019

Dire

ctor

Dire

ctor

Desig

natio

nGr

oss

Rem

uner

atio

n(`

)

Net

Rem

uner

atio

n(`

)

Quali

ficat

ions

Date

ofco

mmen

ceme

ntof

empl

oym

ent

depu

tatio

n

Prev

ious

Em

ploy

men

t Po

sitio

n He

ld

34

56

78

9

Expe

rienc

e(Y

ears

)Na

meAg

e

12

Top

ten

empl

oyee

s in

term

s of r

emun

erat

ion

draw

nMa

yur A

garw

al33

Chief

Fina

ncial

Offic

er31

5115

622

2466

8B

Com

A

CA

9

2501

2017

ITC

Limite

dC

SMa

nage

r - Fi

nanc

eDe

epen

dra R

ana

38

Chief

Exe

cutiv

e Of

ficer

2615

119

1426

865

Dip

in Ho

tel

1625

0120

17IT

C Lim

ited

Mana

gmen

tGe

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ti33

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any

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etary

9017

4083

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m

AC

S

701

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ligar

e Sec

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nage

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31As

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7366

8164

6118

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ager

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4183

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sund

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awan

e52

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utive

4010

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tifica

te29

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se in

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kery

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h Gum

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r Ex

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ve38

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tain

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dard

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dsal

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any

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er


39












40

BALANCE SHEET














41




II Other Income 15 19625544 17119109


IV EXPENSES



Other Expenses 17 3107913 3334087



VI Tax Expense

Current Tax 18 11653499 9272310

Deferred Tax 18 (618755) 2350502





Basic (in `) 1077 890

Diluted (in `) 1077 890







42

















43

CASH FLOW STATEMENT









Amount in `












763039 48653846

44












45


















46

















47














48

2P

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161

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565

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29

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y de

prec

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ets

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INA

NC

IAL

STA

TEM

EN

TS

49





















50





2019 2019 2018 2018(No of ` (No of `






2019 2019 2018 2018(No of (No of






51

















52












53

















54


Income











55







DBO as at DBO as at31-03-2019 31-03-2018







56















57









58



Opinion



Basis for Opinion


Key Audit Matters








Sr No











59



















60





















61



















62










63

















64

Opinion







1



Your Directors 9





Balance Sheet 40







2


Board Committees


Nakul Anand





Mahalinga Narayanan

Jagdish Singh





K Pahwa Invitee





Board of Directors



3


ORDINARY BUSINESS






SPECIAL BUSINESS








AGM NOTICE







4

NOTES






















5



























6








Item No 5









Item Nos 6 amp 7



7











8

ROUTE MAP


9

N Anand




Other Directorships















CK Koshy





M Narayanan


YOUR DIRECTORS

10



Other Directorships








J Singh









D R Choudhury


Other Directorships



YOUR DIRECTORS




11







BOARD OF DIRECTORS


Composition





of Directors






Board Agenda












12









present

1 17th April 2018 6 6

2 7th August 2018 6 6


4 30th January 2019 6 5



















13
















Composition







2 7th August 2018 4 4


4 30th January 2019 4 3



M Narayanan1 4

C K Koshy 4

R C Mehta2 2




Composition






14



2 29th June 2018 2 2

3 7th August 2018 2 2




7 30th January 2019 2 2



J Singh 7

D R Choudhury 7

C K Koshy 0



Composition







2 30th January 2019 5 4



C K Koshy 2

N Anand 2

R C Mehta1 1

M Narayanan 2


Remuneration Policy







C K Koshy 150000-

R C Mehta1 70000-






15




N Anand 200

D R Choudhury Nil

C K Koshy Nil

R C Mehta Nil

M Narayanan Nil

J Singh Nil



























GHL CODE OF CONDUCT



16
















1 Leadership






4 Governance



17


AGM Details


















1 - 500 5152 9455 587438 1551501 - 1000 138 253 112061 296

1001 - 2000 68 125 100167 2652001 - 3000 26 048 62030 1643001 - 4000 16 029 58804 1554001 - 5000 11 020 50785 1345001 - 10000 23 042 163405 431

10001 - 50000 8 015 147787 39050001 - 100000 3 006 226954 599

100001 amp Above 4 007 2278084 6015Total 5449 10000 3787515 10000








18












Annual Results





34th 2015-16 Vadodara 20-09-2016 None390 007

Postal Ballot










19










Nomination Facility
















Depository Services




20















Profits (` ) (` )


b Tax Expense













HOTEL OPERATIONS


Financial Ratio

2018-19 2017-18 Change

Reason for change

Current Ratio


Return on Net Worth


21












RISK MANAGEMENT










22

AUDIT AND SYSTEMS












DEPOSITS


DIRECTORS







23












Board Evaluation








Statutory Auditors




24














OTHER INFORMATION





Cost Records












Sl DescriptionNo






25






CONCLUSION






















EMPLOYEES


26

ANNEXURE



















27














ANNEXURE











28













Opinion



Restrictions on Use





29

ANNEXURE











Sl No




30




Changeduring the

year










ANNEXURE

31






SlNo


Shares of total

Sharesof the

Company

of Sharespledged


No ofShares

of totalShares

of theCompany

of Sharespledged



during the year




SlNo







ANNEXURE

No of Shares

Sl No








32



SlNo






ANNEXURE

33








ANNEXURE

SlNo






34





ANNEXURE

SlNo






35


ANNEXURE











jointly


Company


jointly


Company




0 0 0 0


Sl No Directors



Committee Meetings








3759620

36







ANNEXURE

Sl No


Total Amount


Officer


Officer


1 Gross Salary


377472 2883242 880140 4140854


242908 136154 0 379062


0 0 0 0



0 0 0 0


37









all employees


LY ()

ANNEXURE











38

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n de

puta

tion

from

ITC

Lim

ited

(ITC

)

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vice

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verte

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e 17

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ecem

ber

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otes

a

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erat

ion

incl

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var

iabl

e pa

y C

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tion

to p

rovi

dent

fun

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s amp

oth

er b

enef

its

app

licab

le p

erqu

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e en

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pany

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ter

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ctor

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e C

ompa

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BIn

form

atio

n pu

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ctio

n 19

7 of

the

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pani

es A

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013

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with

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(2)

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ingh

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ctor

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natio

nGr

oss

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uner

atio

n(`

)

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uner

atio

n(`

)

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ficat

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ofco

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ntof

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34

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A

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9

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38

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tGe

nera

l Man

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ak K

umar

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ti33

Comp

any

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etary

9017

4083

9928

BCo

m

AC

S

701

0720

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ligar

e Sec

uritie

s Lim

ited

LLB

Ma

nage

r - C

ompli

ance

Rosh

an Ja

cob R

ajan

31As

sistan

t Man

ager

7366

8164

6118

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M

501

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e Fer

n Hote

l(M

arke

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Man

ager

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l Pah

wa

37Ch

ief E

xecu

tive

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er64

0997

2173

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p in

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l15

0102

2019

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Limite

dMa

nagm

ent

Gene

ral M

anag

erSa

ikat S

engu

pta47

Exec

utive

4183

8535

8861

BCo

m

2613

0519

95Jin

dal H

otels

Limite

dFr

ont o

ffice A

ssist

ant

Rajar

am K

ashir

am B

abar

52Se

nior E

xecu

tive

4175

8231

7347

BCo

m

2201

1220

16Ho

tel K

avira

j Ex

ecuti

veVa

sund

hara

Son

awan

e52

Exec

utive

4010

0533

6903

HSC

Cer

tifica

te29

0104

1993

Nil

Cour

se in

Coo

kery

Vada

nsing

h Gum

ansin

gh55

Junio

r Ex

ecuti

ve38

9706

3139

72HS

C D

ip in

Hot

el38

0501

1994

Hotel

Ram

a-inn

Ra

nava

tMa

nagm

ent

Senio

r Cap

tain

Prav

in Ma

kwan

a56

Supe

rviso

r36

4111

3104

078th

Stan

dard

3410

0419

86Do

dsal

Comp

any

Weld

er


39












40

BALANCE SHEET














41




II Other Income 15 19625544 17119109


IV EXPENSES



Other Expenses 17 3107913 3334087



VI Tax Expense

Current Tax 18 11653499 9272310

Deferred Tax 18 (618755) 2350502





Basic (in `) 1077 890

Diluted (in `) 1077 890







42

















43

CASH FLOW STATEMENT









Amount in `












763039 48653846

44












45


















46

















47














48

2P

rope

rty

Pla

nt a

nd E

quip

men

tA

mou

nt i

n `

NO

TES

TO

TH

E F

INA

NC

IAL

STA

TEM

EN

TS

Gros

s Bl

ock

Depr

eciat

on

Amor

tisati

onNe

t Blo

ck

Parti

cula

rsWi

thdraw

alWi

thdraw

alWi

thdraw

alWi

thdraw

alAp

ril 1

and

Marc

h 31

an

dMa

rch

31

April

1Fo

r the

and

March

31

For t

hean

dMa

rch

31

Marc

h 31

Ma

rch

31

2017

Addi

tions

Adjus

tmen

t20

18Ad

ditio

nsAd

justm

ent

2019

2017

year

Adjus

tmen

t20

18ye

arAd

justm

ent

2019

2019

2018

Tang

ible

Ass

ets

Build

ing

161

88

565

-16

188

565

-2

668

831

592

168

29

561

564

759

84-1

432

140

473

636

290

5518

76

721

140

44

961

147

56

425

Plan

t and

Equ

ipmen

t7

637

0120

716

742

985

-2

047

935

381

92-

--

--

--

538

192

742

985

Furn

iture

and

Fixt

ures

1

278

845

584

122

300

-11

818

110

482

--

--

--

-1

104

821

223

00

Offic

e Eq

uipme

nt2

017

-2

017

--

201

7-

--

--

--

201

72

017

Tota

l1

708

216

7-

263

001

705

586

7-

483

494

165

72

373

956

156

475

984

-14

321

404

736

3629

055

187

672

11

469

565

21

562

372

7

Full

y de

prec

iated

ass

ets

NO

TES

TO

TH

E F

INA

NC

IAL

STA

TEM

EN

TS

49





















50





2019 2019 2018 2018(No of ` (No of `






2019 2019 2018 2018(No of (No of






51

















52












53

















54


Income











55







DBO as at DBO as at31-03-2019 31-03-2018







56















57









58



Opinion



Basis for Opinion


Key Audit Matters








Sr No











59



















60





















61



















62










63

















64

Opinion







2


Board Committees


Nakul Anand





Mahalinga Narayanan

Jagdish Singh





K Pahwa Invitee





Board of Directors



3


ORDINARY BUSINESS






SPECIAL BUSINESS








AGM NOTICE







4

NOTES






















5



























6








Item No 5









Item Nos 6 amp 7



7











8

ROUTE MAP


9

N Anand




Other Directorships















CK Koshy





M Narayanan


YOUR DIRECTORS

10



Other Directorships








J Singh









D R Choudhury


Other Directorships



YOUR DIRECTORS




11







BOARD OF DIRECTORS


Composition





of Directors






Board Agenda












12









present

1 17th April 2018 6 6

2 7th August 2018 6 6


4 30th January 2019 6 5



















13
















Composition







2 7th August 2018 4 4


4 30th January 2019 4 3



M Narayanan1 4

C K Koshy 4

R C Mehta2 2




Composition






14



2 29th June 2018 2 2

3 7th August 2018 2 2




7 30th January 2019 2 2



J Singh 7

D R Choudhury 7

C K Koshy 0



Composition







2 30th January 2019 5 4



C K Koshy 2

N Anand 2

R C Mehta1 1

M Narayanan 2


Remuneration Policy







C K Koshy 150000-

R C Mehta1 70000-






15




N Anand 200

D R Choudhury Nil

C K Koshy Nil

R C Mehta Nil

M Narayanan Nil

J Singh Nil



























GHL CODE OF CONDUCT



16
















1 Leadership






4 Governance



17


AGM Details


















1 - 500 5152 9455 587438 1551501 - 1000 138 253 112061 296

1001 - 2000 68 125 100167 2652001 - 3000 26 048 62030 1643001 - 4000 16 029 58804 1554001 - 5000 11 020 50785 1345001 - 10000 23 042 163405 431

10001 - 50000 8 015 147787 39050001 - 100000 3 006 226954 599

100001 amp Above 4 007 2278084 6015Total 5449 10000 3787515 10000








18












Annual Results





34th 2015-16 Vadodara 20-09-2016 None390 007

Postal Ballot










19










Nomination Facility
















Depository Services




20















Profits (` ) (` )


b Tax Expense













HOTEL OPERATIONS


Financial Ratio

2018-19 2017-18 Change

Reason for change

Current Ratio


Return on Net Worth


21












RISK MANAGEMENT










22

AUDIT AND SYSTEMS












DEPOSITS


DIRECTORS







23












Board Evaluation








Statutory Auditors




24














OTHER INFORMATION





Cost Records












Sl DescriptionNo






25






CONCLUSION






















EMPLOYEES


26

ANNEXURE



















27














ANNEXURE











28













Opinion



Restrictions on Use





29

ANNEXURE











Sl No




30




Changeduring the

year










ANNEXURE

31






SlNo


Shares of total

Sharesof the

Company

of Sharespledged


No ofShares

of totalShares

of theCompany

of Sharespledged



during the year




SlNo







ANNEXURE

No of Shares

Sl No








32



SlNo






ANNEXURE

33








ANNEXURE

SlNo






34





ANNEXURE

SlNo






35


ANNEXURE











jointly


Company


jointly


Company




0 0 0 0


Sl No Directors



Committee Meetings








3759620

36







ANNEXURE

Sl No


Total Amount


Officer


Officer


1 Gross Salary


377472 2883242 880140 4140854


242908 136154 0 379062


0 0 0 0



0 0 0 0


37









all employees


LY ()

ANNEXURE











38

O

n de

puta

tion

from

ITC

Lim

ited

(ITC

)

Ser

vice

s re

verte

d to

ITC

effe

ctiv

e 17

th D

ecem

ber

2018

N

otes

a

Gro

ss r

emun

erat

ion

incl

udes

sal

ary

var

iabl

e pa

y C

ompa

nys

con

tribu

tion

to p

rovi

dent

fun

d a

llow

ance

s amp

oth

er b

enef

its

app

licab

le p

erqu

isite

s ex

cept

pro

visi

ons

for

grat

uity

and

leav

e en

cash

men

t w

hich

are

act

uaria

lly d

eter

min

ed o

n an

ove

rall

Com

pany

bas

is

The

ter

m r

emun

erat

ion

has

the

mea

ning

ass

igne

d to

it

unde

r th

eC

ompa

nies

Act

20

13

bN

et r

emun

erat

ion

com

pris

es c

ash

inco

me

less

inc

ome

tax

amp e

duca

tion

cess

ded

ucte

d at

sou

rce

and

empl

oyee

s o

wn

cont

ribut

ion

to p

rovi

dent

fun

dc

All

appo

intm

ents

(ex

cept

in

case

of

empl

oyee

s on

dep

utat

ion)

are

con

tract

ual i

n ac

cord

ance

with

ter

ms

and

cond

ition

s as

per

Com

pany

s r

ules

d

The

afo

resa

id e

mpl

oyee

s ar

e ne

ither

rel

ativ

e of

any

Dire

ctor

of

the

Com

pany

nor

hol

d an

y eq

uity

sha

re i

n th

e C

ompa

ny

BIn

form

atio

n pu

rsua

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o Se

ctio

n 19

7 of

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pani

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013

read

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dsal

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any

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er


39












40

BALANCE SHEET














41




II Other Income 15 19625544 17119109


IV EXPENSES



Other Expenses 17 3107913 3334087



VI Tax Expense

Current Tax 18 11653499 9272310

Deferred Tax 18 (618755) 2350502





Basic (in `) 1077 890

Diluted (in `) 1077 890







42

















43

CASH FLOW STATEMENT









Amount in `












763039 48653846

44












45


















46

















47














48

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TEM

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49





















50





2019 2019 2018 2018(No of ` (No of `






2019 2019 2018 2018(No of (No of






51

















52












53

















54


Income











55







DBO as at DBO as at31-03-2019 31-03-2018







56















57









58



Opinion



Basis for Opinion


Key Audit Matters








Sr No











59



















60





















61



















62










63

















64

Opinion







3


ORDINARY BUSINESS






SPECIAL BUSINESS








AGM NOTICE







4

NOTES






















5



























6








Item No 5









Item Nos 6 amp 7



7











8

ROUTE MAP


9

N Anand




Other Directorships















CK Koshy





M Narayanan


YOUR DIRECTORS

10



Other Directorships








J Singh









D R Choudhury


Other Directorships



YOUR DIRECTORS




11







BOARD OF DIRECTORS


Composition





of Directors






Board Agenda












12









present

1 17th April 2018 6 6

2 7th August 2018 6 6


4 30th January 2019 6 5



















13
















Composition







2 7th August 2018 4 4


4 30th January 2019 4 3



M Narayanan1 4

C K Koshy 4

R C Mehta2 2




Composition






14



2 29th June 2018 2 2

3 7th August 2018 2 2




7 30th January 2019 2 2



J Singh 7

D R Choudhury 7

C K Koshy 0



Composition







2 30th January 2019 5 4



C K Koshy 2

N Anand 2

R C Mehta1 1

M Narayanan 2


Remuneration Policy







C K Koshy 150000-

R C Mehta1 70000-






15




N Anand 200

D R Choudhury Nil

C K Koshy Nil

R C Mehta Nil

M Narayanan Nil

J Singh Nil



























GHL CODE OF CONDUCT



16
















1 Leadership






4 Governance



17


AGM Details


















1 - 500 5152 9455 587438 1551501 - 1000 138 253 112061 296

1001 - 2000 68 125 100167 2652001 - 3000 26 048 62030 1643001 - 4000 16 029 58804 1554001 - 5000 11 020 50785 1345001 - 10000 23 042 163405 431

10001 - 50000 8 015 147787 39050001 - 100000 3 006 226954 599

100001 amp Above 4 007 2278084 6015Total 5449 10000 3787515 10000








18












Annual Results





34th 2015-16 Vadodara 20-09-2016 None390 007

Postal Ballot










19










Nomination Facility
















Depository Services




20















Profits (` ) (` )


b Tax Expense













HOTEL OPERATIONS


Financial Ratio

2018-19 2017-18 Change

Reason for change

Current Ratio


Return on Net Worth


21












RISK MANAGEMENT










22

AUDIT AND SYSTEMS












DEPOSITS


DIRECTORS







23












Board Evaluation








Statutory Auditors




24














OTHER INFORMATION





Cost Records












Sl DescriptionNo






25






CONCLUSION






















EMPLOYEES


26

ANNEXURE



















27














ANNEXURE











28













Opinion



Restrictions on Use





29

ANNEXURE











Sl No




30




Changeduring the

year










ANNEXURE

31






SlNo


Shares of total

Sharesof the

Company

of Sharespledged


No ofShares

of totalShares

of theCompany

of Sharespledged



during the year




SlNo







ANNEXURE

No of Shares

Sl No








32



SlNo






ANNEXURE

33








ANNEXURE

SlNo






34





ANNEXURE

SlNo






35


ANNEXURE











jointly


Company


jointly


Company




0 0 0 0


Sl No Directors



Committee Meetings








3759620

36







ANNEXURE

Sl No


Total Amount


Officer


Officer


1 Gross Salary


377472 2883242 880140 4140854


242908 136154 0 379062


0 0 0 0



0 0 0 0


37









all employees


LY ()

ANNEXURE











38

O

n de

puta

tion

from

ITC

Lim

ited

(ITC

)

Ser

vice

s re

verte

d to

ITC

effe

ctiv

e 17

th D

ecem

ber

2018

N

otes

a

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ss r

emun

erat

ion

incl

udes

sal

ary

var

iabl

e pa

y C

ompa

nys

con

tribu

tion

to p

rovi

dent

fun

d a

llow

ance

s amp

oth

er b

enef

its

app

licab

le p

erqu

isite

s ex

cept

pro

visi

ons

for

grat

uity

and

leav

e en

cash

men

t w

hich

are

act

uaria

lly d

eter

min

ed o

n an

ove

rall

Com

pany

bas

is

The

ter

m r

emun

erat

ion

has

the

mea

ning

ass

igne

d to

it

unde

r th

eC

ompa

nies

Act

20

13

bN

et r

emun

erat

ion

com

pris

es c

ash

inco

me

less

inc

ome

tax

amp e

duca

tion

cess

ded

ucte

d at

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rce

and

empl

oyee

s o

wn

cont

ribut

ion

to p

rovi

dent

fun

dc

All

appo

intm

ents

(ex

cept

in

case

of

empl

oyee

s on

dep

utat

ion)

are

con

tract

ual i

n ac

cord

ance

with

ter

ms

and

cond

ition

s as

per

Com

pany

s r

ules

d

The

afo

resa

id e

mpl

oyee

s ar

e ne

ither

rel

ativ

e of

any

Dire

ctor

of

the

Com

pany

nor

hol

d an

y eq

uity

sha

re i

n th

e C

ompa

ny

BIn

form

atio

n pu

rsua

nt t

o Se

ctio

n 19

7 of

the

Com

pani

es A

ct 2

013

read

with

Rul

es 5

(2)

and

5(3)

of

the

Com

pani

es (

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oint

men

t an

dR

emun

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ion

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anag

eria

l Per

sonn

el) R

ules

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4

On

beha

lf of

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Boa

rd

Pla

ce

New

Del

hiD

R C

houd

hury

J S

ingh

Dat

e 1

5th

Apr

il 2

019

Dire

ctor

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ctor

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natio

nGr

oss

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uner

atio

n(`

)

Net

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uner

atio

n(`

)

Quali

ficat

ions

Date

ofco

mmen

ceme

ntof

empl

oym

ent

depu

tatio

n

Prev

ious

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ploy

men

t Po

sitio

n He

ld

34

56

78

9

Expe

rienc

e(Y

ears

)Na

meAg

e

12

Top

ten

empl

oyee

s in

term

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emun

erat

ion

draw

nMa

yur A

garw

al33

Chief

Fina

ncial

Offic

er31

5115

622

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8B

Com

A

CA

9

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ITC

Limite

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SMa

nage

r - Fi

nanc

eDe

epen

dra R

ana

38

Chief

Exe

cutiv

e Of

ficer

2615

119

1426

865

Dip

in Ho

tel

1625

0120

17IT

C Lim

ited

Mana

gmen

tGe

nera

l Man

ager

Deep

ak K

umar

Gula

ti33

Comp

any

Secr

etary

9017

4083

9928

BCo

m

AC

S

701

0720

15Re

ligar

e Sec

uritie

s Lim

ited

LLB

Ma

nage

r - C

ompli

ance

Rosh

an Ja

cob R

ajan

31As

sistan

t Man

ager

7366

8164

6118

BB

A P

GD

M

501

0320

18Th

e Fer

n Hote

l(M

arke

ting)

Sales

Man

ager

Kuna

l Pah

wa

37Ch

ief E

xecu

tive

Offic

er64

0997

2173

09Di

p in

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l15

0102

2019

ITC

Limite

dMa

nagm

ent

Gene

ral M

anag

erSa

ikat S

engu

pta47

Exec

utive

4183

8535

8861

BCo

m

2613

0519

95Jin

dal H

otels

Limite

dFr

ont o

ffice A

ssist

ant

Rajar

am K

ashir

am B

abar

52Se

nior E

xecu

tive

4175

8231

7347

BCo

m

2201

1220

16Ho

tel K

avira

j Ex

ecuti

veVa

sund

hara

Son

awan

e52

Exec

utive

4010

0533

6903

HSC

Cer

tifica

te29

0104

1993

Nil

Cour

se in

Coo

kery

Vada

nsing

h Gum

ansin

gh55

Junio

r Ex

ecuti

ve38

9706

3139

72HS

C D

ip in

Hot

el38

0501

1994

Hotel

Ram

a-inn

Ra

nava

tMa

nagm

ent

Senio

r Cap

tain

Prav

in Ma

kwan

a56

Supe

rviso

r36

4111

3104

078th

Stan

dard

3410

0419

86Do

dsal

Comp

any

Weld

er


39












40

BALANCE SHEET














41




II Other Income 15 19625544 17119109


IV EXPENSES



Other Expenses 17 3107913 3334087



VI Tax Expense

Current Tax 18 11653499 9272310

Deferred Tax 18 (618755) 2350502





Basic (in `) 1077 890

Diluted (in `) 1077 890







42

















43

CASH FLOW STATEMENT









Amount in `












763039 48653846

44












45


















46

















47














48

2P

rope

rty

Pla

nt a

nd E

quip

men

tA

mou

nt i

n `

NO

TES

TO

TH

E F

INA

NC

IAL

STA

TEM

EN

TS

Gros

s Bl

ock

Depr

eciat

on

Amor

tisati

onNe

t Blo

ck

Parti

cula

rsWi

thdraw

alWi

thdraw

alWi

thdraw

alWi

thdraw

alAp

ril 1

and

Marc

h 31

an

dMa

rch

31

April

1Fo

r the

and

March

31

For t

hean

dMa

rch

31

Marc

h 31

Ma

rch

31

2017

Addi

tions

Adjus

tmen

t20

18Ad

ditio

nsAd

justm

ent

2019

2017

year

Adjus

tmen

t20

18ye

arAd

justm

ent

2019

2019

2018

Tang

ible

Ass

ets

Build

ing

161

88

565

-16

188

565

-2

668

831

592

168

29

561

564

759

84-1

432

140

473

636

290

5518

76

721

140

44

961

147

56

425

Plan

t and

Equ

ipmen

t7

637

0120

716

742

985

-2

047

935

381

92-

--

--

--

538

192

742

985

Furn

iture

and

Fixt

ures

1

278

845

584

122

300

-11

818

110

482

--

--

--

-1

104

821

223

00

Offic

e Eq

uipme

nt2

017

-2

017

--

201

7-

--

--

--

201

72

017

Tota

l1

708

216

7-

263

001

705

586

7-

483

494

165

72

373

956

156

475

984

-14

321

404

736

3629

055

187

672

11

469

565

21

562

372

7

Full

y de

prec

iated

ass

ets

NO

TES

TO

TH

E F

INA

NC

IAL

STA

TEM

EN

TS

49





















50





2019 2019 2018 2018(No of ` (No of `






2019 2019 2018 2018(No of (No of






51

















52












53

















54


Income











55







DBO as at DBO as at31-03-2019 31-03-2018







56















57









58



Opinion



Basis for Opinion


Key Audit Matters








Sr No











59



















60





















61



















62










63

















64

Opinion







4

NOTES






















5



























6








Item No 5









Item Nos 6 amp 7



7











8

ROUTE MAP


9

N Anand




Other Directorships















CK Koshy





M Narayanan


YOUR DIRECTORS

10



Other Directorships








J Singh









D R Choudhury


Other Directorships



YOUR DIRECTORS




11







BOARD OF DIRECTORS


Composition





of Directors






Board Agenda












12









present

1 17th April 2018 6 6

2 7th August 2018 6 6


4 30th January 2019 6 5



















13
















Composition







2 7th August 2018 4 4


4 30th January 2019 4 3



M Narayanan1 4

C K Koshy 4

R C Mehta2 2




Composition






14



2 29th June 2018 2 2

3 7th August 2018 2 2




7 30th January 2019 2 2



J Singh 7

D R Choudhury 7

C K Koshy 0



Composition







2 30th January 2019 5 4



C K Koshy 2

N Anand 2

R C Mehta1 1

M Narayanan 2


Remuneration Policy







C K Koshy 150000-

R C Mehta1 70000-






15




N Anand 200

D R Choudhury Nil

C K Koshy Nil

R C Mehta Nil

M Narayanan Nil

J Singh Nil



























GHL CODE OF CONDUCT



16
















1 Leadership






4 Governance



17


AGM Details


















1 - 500 5152 9455 587438 1551501 - 1000 138 253 112061 296

1001 - 2000 68 125 100167 2652001 - 3000 26 048 62030 1643001 - 4000 16 029 58804 1554001 - 5000 11 020 50785 1345001 - 10000 23 042 163405 431

10001 - 50000 8 015 147787 39050001 - 100000 3 006 226954 599

100001 amp Above 4 007 2278084 6015Total 5449 10000 3787515 10000








18












Annual Results





34th 2015-16 Vadodara 20-09-2016 None390 007

Postal Ballot










19










Nomination Facility
















Depository Services




20















Profits (` ) (` )


b Tax Expense













HOTEL OPERATIONS


Financial Ratio

2018-19 2017-18 Change

Reason for change

Current Ratio


Return on Net Worth


21












RISK MANAGEMENT










22

AUDIT AND SYSTEMS












DEPOSITS


DIRECTORS







23












Board Evaluation








Statutory Auditors




24














OTHER INFORMATION





Cost Records












Sl DescriptionNo






25






CONCLUSION






















EMPLOYEES


26

ANNEXURE



















27














ANNEXURE











28













Opinion



Restrictions on Use





29

ANNEXURE











Sl No




30




Changeduring the

year










ANNEXURE

31






SlNo


Shares of total

Sharesof the

Company

of Sharespledged


No ofShares

of totalShares

of theCompany

of Sharespledged



during the year




SlNo







ANNEXURE

No of Shares

Sl No








32



SlNo






ANNEXURE

33








ANNEXURE

SlNo






34





ANNEXURE

SlNo






35


ANNEXURE











jointly


Company


jointly


Company




0 0 0 0


Sl No Directors



Committee Meetings








3759620

36







ANNEXURE

Sl No


Total Amount


Officer


Officer


1 Gross Salary


377472 2883242 880140 4140854


242908 136154 0 379062


0 0 0 0



0 0 0 0


37









all employees


LY ()

ANNEXURE











38

O

n de

puta

tion

from

ITC

Lim

ited

(ITC

)

Ser

vice

s re

verte

d to

ITC

effe

ctiv

e 17

th D

ecem

ber

2018

N

otes

a

Gro

ss r

emun

erat

ion

incl

udes

sal

ary

var

iabl

e pa

y C

ompa

nys

con

tribu

tion

to p

rovi

dent

fun

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40

BALANCE SHEET














41




II Other Income 15 19625544 17119109


IV EXPENSES



Other Expenses 17 3107913 3334087



VI Tax Expense

Current Tax 18 11653499 9272310

Deferred Tax 18 (618755) 2350502





Basic (in `) 1077 890

Diluted (in `) 1077 890







42

















43

CASH FLOW STATEMENT









Amount in `












763039 48653846

44












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50





2019 2019 2018 2018(No of ` (No of `






2019 2019 2018 2018(No of (No of






51

















52












53

















54


Income











55







DBO as at DBO as at31-03-2019 31-03-2018







56















57









58



Opinion



Basis for Opinion


Key Audit Matters








Sr No











59



















60





















61



















62










63

















64

Opinion







5



























6








Item No 5









Item Nos 6 amp 7



7











8

ROUTE MAP


9

N Anand




Other Directorships















CK Koshy





M Narayanan


YOUR DIRECTORS

10



Other Directorships








J Singh









D R Choudhury


Other Directorships



YOUR DIRECTORS




11







BOARD OF DIRECTORS


Composition





of Directors






Board Agenda












12









present

1 17th April 2018 6 6

2 7th August 2018 6 6


4 30th January 2019 6 5



















13
















Composition







2 7th August 2018 4 4


4 30th January 2019 4 3



M Narayanan1 4

C K Koshy 4

R C Mehta2 2




Composition






14



2 29th June 2018 2 2

3 7th August 2018 2 2




7 30th January 2019 2 2



J Singh 7

D R Choudhury 7

C K Koshy 0



Composition







2 30th January 2019 5 4



C K Koshy 2

N Anand 2

R C Mehta1 1

M Narayanan 2


Remuneration Policy







C K Koshy 150000-

R C Mehta1 70000-






15




N Anand 200

D R Choudhury Nil

C K Koshy Nil

R C Mehta Nil

M Narayanan Nil

J Singh Nil



























GHL CODE OF CONDUCT



16
















1 Leadership






4 Governance



17


AGM Details


















1 - 500 5152 9455 587438 1551501 - 1000 138 253 112061 296

1001 - 2000 68 125 100167 2652001 - 3000 26 048 62030 1643001 - 4000 16 029 58804 1554001 - 5000 11 020 50785 1345001 - 10000 23 042 163405 431

10001 - 50000 8 015 147787 39050001 - 100000 3 006 226954 599

100001 amp Above 4 007 2278084 6015Total 5449 10000 3787515 10000








18












Annual Results





34th 2015-16 Vadodara 20-09-2016 None390 007

Postal Ballot










19










Nomination Facility
















Depository Services




20















Profits (` ) (` )


b Tax Expense













HOTEL OPERATIONS


Financial Ratio

2018-19 2017-18 Change

Reason for change

Current Ratio


Return on Net Worth


21












RISK MANAGEMENT










22

AUDIT AND SYSTEMS












DEPOSITS


DIRECTORS







23












Board Evaluation








Statutory Auditors




24














OTHER INFORMATION





Cost Records












Sl DescriptionNo






25






CONCLUSION






















EMPLOYEES


26

ANNEXURE



















27














ANNEXURE











28













Opinion



Restrictions on Use





29

ANNEXURE











Sl No




30




Changeduring the

year










ANNEXURE

31






SlNo


Shares of total

Sharesof the

Company

of Sharespledged


No ofShares

of totalShares

of theCompany

of Sharespledged



during the year




SlNo







ANNEXURE

No of Shares

Sl No








32



SlNo






ANNEXURE

33








ANNEXURE

SlNo






34





ANNEXURE

SlNo






35


ANNEXURE











jointly


Company


jointly


Company




0 0 0 0


Sl No Directors



Committee Meetings








3759620

36







ANNEXURE

Sl No


Total Amount


Officer


Officer


1 Gross Salary


377472 2883242 880140 4140854


242908 136154 0 379062


0 0 0 0



0 0 0 0


37









all employees


LY ()

ANNEXURE











38

O

n de

puta

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from

ITC

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(ITC

)

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th D

ecem

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2018

N

otes

a

Gro

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ion

incl

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var

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e pa

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re i

n th

e C

ompa

ny

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n pu

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nt t

o Se

ctio

n 19

7 of

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pani

es A

ct 2

013

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nGr

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t Po

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56

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tel

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C Lim

ited

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tGe

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l Man

ager

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ak K

umar

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ti33

Comp

any

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etary

9017

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701

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nage

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an Ja

cob R

ajan

31As

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n Hote

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er64

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nagm

ent

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ral M

anag

erSa

ikat S

engu

pta47

Exec

utive

4183

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8861

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m

2613

0519

95Jin

dal H

otels

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dFr

ont o

ffice A

ssist

ant

Rajar

am K

ashir

am B

abar

52Se

nior E

xecu

tive

4175

8231

7347

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m

2201

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16Ho

tel K

avira

j Ex

ecuti

veVa

sund

hara

Son

awan

e52

Exec

utive

4010

0533

6903

HSC

Cer

tifica

te29

0104

1993

Nil

Cour

se in

Coo

kery

Vada

nsing

h Gum

ansin

gh55

Junio

r Ex

ecuti

ve38

9706

3139

72HS

C D

ip in

Hot

el38

0501

1994

Hotel

Ram

a-inn

Ra

nava

tMa

nagm

ent

Senio

r Cap

tain

Prav

in Ma

kwan

a56

Supe

rviso

r36

4111

3104

078th

Stan

dard

3410

0419

86Do

dsal

Comp

any

Weld

er


39












40

BALANCE SHEET














41




II Other Income 15 19625544 17119109


IV EXPENSES



Other Expenses 17 3107913 3334087



VI Tax Expense

Current Tax 18 11653499 9272310

Deferred Tax 18 (618755) 2350502





Basic (in `) 1077 890

Diluted (in `) 1077 890







42

















43

CASH FLOW STATEMENT









Amount in `












763039 48653846

44












45


















46

















47














48

2P

rope

rty

Pla

nt a

nd E

quip

men

tA

mou

nt i

n `

NO

TES

TO

TH

E F

INA

NC

IAL

STA

TEM

EN

TS

Gros

s Bl

ock

Depr

eciat

on

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tisati

onNe

t Blo

ck

Parti

cula

rsWi

thdraw

alWi

thdraw

alWi

thdraw

alWi

thdraw

alAp

ril 1

and

Marc

h 31

an

dMa

rch

31

April

1Fo

r the

and

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31

For t

hean

dMa

rch

31

Marc

h 31

Ma

rch

31

2017

Addi

tions

Adjus

tmen

t20

18Ad

ditio

nsAd

justm

ent

2019

2017

year

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t20

18ye

arAd

justm

ent

2019

2019

2018

Tang

ible

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ets

Build

ing

161

88

565

-16

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-2

668

831

592

168

29

561

564

759

84-1

432

140

473

636

290

5518

76

721

140

44

961

147

56

425

Plan

t and

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ipmen

t7

637

0120

716

742

985

-2

047

935

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92-

--

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538

192

742

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Furn

iture

and

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ures

1

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122

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110

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--

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586

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165

72

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-14

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3629

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21

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7

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y de

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INA

NC

IAL

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TEM

EN

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49





















50





2019 2019 2018 2018(No of ` (No of `






2019 2019 2018 2018(No of (No of






51

















52












53

















54


Income











55







DBO as at DBO as at31-03-2019 31-03-2018







56















57









58



Opinion



Basis for Opinion


Key Audit Matters








Sr No











59



















60





















61



















62










63

















64

Opinion







6








Item No 5









Item Nos 6 amp 7



7











8

ROUTE MAP


9

N Anand




Other Directorships















CK Koshy





M Narayanan


YOUR DIRECTORS

10



Other Directorships








J Singh









D R Choudhury


Other Directorships



YOUR DIRECTORS




11







BOARD OF DIRECTORS


Composition





of Directors






Board Agenda












12









present

1 17th April 2018 6 6

2 7th August 2018 6 6


4 30th January 2019 6 5



















13
















Composition







2 7th August 2018 4 4


4 30th January 2019 4 3



M Narayanan1 4

C K Koshy 4

R C Mehta2 2




Composition






14



2 29th June 2018 2 2

3 7th August 2018 2 2




7 30th January 2019 2 2



J Singh 7

D R Choudhury 7

C K Koshy 0



Composition







2 30th January 2019 5 4



C K Koshy 2

N Anand 2

R C Mehta1 1

M Narayanan 2


Remuneration Policy







C K Koshy 150000-

R C Mehta1 70000-






15




N Anand 200

D R Choudhury Nil

C K Koshy Nil

R C Mehta Nil

M Narayanan Nil

J Singh Nil



























GHL CODE OF CONDUCT



16
















1 Leadership






4 Governance



17


AGM Details


















1 - 500 5152 9455 587438 1551501 - 1000 138 253 112061 296

1001 - 2000 68 125 100167 2652001 - 3000 26 048 62030 1643001 - 4000 16 029 58804 1554001 - 5000 11 020 50785 1345001 - 10000 23 042 163405 431

10001 - 50000 8 015 147787 39050001 - 100000 3 006 226954 599

100001 amp Above 4 007 2278084 6015Total 5449 10000 3787515 10000








18












Annual Results





34th 2015-16 Vadodara 20-09-2016 None390 007

Postal Ballot










19










Nomination Facility
















Depository Services




20















Profits (` ) (` )


b Tax Expense













HOTEL OPERATIONS


Financial Ratio

2018-19 2017-18 Change

Reason for change

Current Ratio


Return on Net Worth


21












RISK MANAGEMENT










22

AUDIT AND SYSTEMS












DEPOSITS


DIRECTORS







23












Board Evaluation








Statutory Auditors




24














OTHER INFORMATION





Cost Records












Sl DescriptionNo






25






CONCLUSION






















EMPLOYEES


26

ANNEXURE



















27














ANNEXURE











28













Opinion



Restrictions on Use





29

ANNEXURE











Sl No




30




Changeduring the

year










ANNEXURE

31






SlNo


Shares of total

Sharesof the

Company

of Sharespledged


No ofShares

of totalShares

of theCompany

of Sharespledged



during the year




SlNo







ANNEXURE

No of Shares

Sl No








32



SlNo






ANNEXURE

33








ANNEXURE

SlNo






34





ANNEXURE

SlNo






35


ANNEXURE











jointly


Company


jointly


Company




0 0 0 0


Sl No Directors



Committee Meetings








3759620

36







ANNEXURE

Sl No


Total Amount


Officer


Officer


1 Gross Salary


377472 2883242 880140 4140854


242908 136154 0 379062


0 0 0 0



0 0 0 0


37









all employees


LY ()

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any

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er


39












40

BALANCE SHEET














41




II Other Income 15 19625544 17119109


IV EXPENSES



Other Expenses 17 3107913 3334087



VI Tax Expense

Current Tax 18 11653499 9272310

Deferred Tax 18 (618755) 2350502





Basic (in `) 1077 890

Diluted (in `) 1077 890







42

















43

CASH FLOW STATEMENT









Amount in `












763039 48653846

44












45


















46

















47














48

2P

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49





















50





2019 2019 2018 2018(No of ` (No of `






2019 2019 2018 2018(No of (No of






51

















52












53

















54


Income











55







DBO as at DBO as at31-03-2019 31-03-2018







56















57









58



Opinion



Basis for Opinion


Key Audit Matters








Sr No











59



















60





















61



















62










63

















64

Opinion







7











8

ROUTE MAP


9

N Anand




Other Directorships















CK Koshy





M Narayanan


YOUR DIRECTORS

10



Other Directorships








J Singh









D R Choudhury


Other Directorships



YOUR DIRECTORS




11







BOARD OF DIRECTORS


Composition





of Directors






Board Agenda












12









present

1 17th April 2018 6 6

2 7th August 2018 6 6


4 30th January 2019 6 5



















13
















Composition







2 7th August 2018 4 4


4 30th January 2019 4 3



M Narayanan1 4

C K Koshy 4

R C Mehta2 2




Composition






14



2 29th June 2018 2 2

3 7th August 2018 2 2




7 30th January 2019 2 2



J Singh 7

D R Choudhury 7

C K Koshy 0



Composition







2 30th January 2019 5 4



C K Koshy 2

N Anand 2

R C Mehta1 1

M Narayanan 2


Remuneration Policy







C K Koshy 150000-

R C Mehta1 70000-






15




N Anand 200

D R Choudhury Nil

C K Koshy Nil

R C Mehta Nil

M Narayanan Nil

J Singh Nil



























GHL CODE OF CONDUCT



16
















1 Leadership






4 Governance



17


AGM Details


















1 - 500 5152 9455 587438 1551501 - 1000 138 253 112061 296

1001 - 2000 68 125 100167 2652001 - 3000 26 048 62030 1643001 - 4000 16 029 58804 1554001 - 5000 11 020 50785 1345001 - 10000 23 042 163405 431

10001 - 50000 8 015 147787 39050001 - 100000 3 006 226954 599

100001 amp Above 4 007 2278084 6015Total 5449 10000 3787515 10000








18












Annual Results





34th 2015-16 Vadodara 20-09-2016 None390 007

Postal Ballot










19










Nomination Facility
















Depository Services




20















Profits (` ) (` )


b Tax Expense













HOTEL OPERATIONS


Financial Ratio

2018-19 2017-18 Change

Reason for change

Current Ratio


Return on Net Worth


21












RISK MANAGEMENT










22

AUDIT AND SYSTEMS












DEPOSITS


DIRECTORS







23












Board Evaluation








Statutory Auditors




24














OTHER INFORMATION





Cost Records












Sl DescriptionNo






25






CONCLUSION






















EMPLOYEES


26

ANNEXURE



















27














ANNEXURE











28













Opinion



Restrictions on Use





29

ANNEXURE











Sl No




30




Changeduring the

year










ANNEXURE

31






SlNo


Shares of total

Sharesof the

Company

of Sharespledged


No ofShares

of totalShares

of theCompany

of Sharespledged



during the year




SlNo







ANNEXURE

No of Shares

Sl No








32



SlNo






ANNEXURE

33








ANNEXURE

SlNo






34





ANNEXURE

SlNo






35


ANNEXURE











jointly


Company


jointly


Company




0 0 0 0


Sl No Directors



Committee Meetings








3759620

36







ANNEXURE

Sl No


Total Amount


Officer


Officer


1 Gross Salary


377472 2883242 880140 4140854


242908 136154 0 379062


0 0 0 0



0 0 0 0


37









all employees


LY ()

ANNEXURE











38

O

n de

puta

tion

from

ITC

Lim

ited

(ITC

)

Ser

vice

s re

verte

d to

ITC

effe

ctiv

e 17

th D

ecem

ber

2018

N

otes

a

Gro

ss r

emun

erat

ion

incl

udes

sal

ary

var

iabl

e pa

y C

ompa

nys

con

tribu

tion

to p

rovi

dent

fun

d a

llow

ance

s amp

oth

er b

enef

its

app

licab

le p

erqu

isite

s ex

cept

pro

visi

ons

for

grat

uity

and

leav

e en

cash

men

t w

hich

are

act

uaria

lly d

eter

min

ed o

n an

ove

rall

Com

pany

bas

is

The

ter

m r

emun

erat

ion

has

the

mea

ning

ass

igne

d to

it

unde

r th

eC

ompa

nies

Act

20

13

bN

et r

emun

erat

ion

com

pris

es c

ash

inco

me

less

inc

ome

tax

amp e

duca

tion

cess

ded

ucte

d at

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rce

and

empl

oyee

s o

wn

cont

ribut

ion

to p

rovi

dent

fun

dc

All

appo

intm

ents

(ex

cept

in

case

of

empl

oyee

s on

dep

utat

ion)

are

con

tract

ual i

n ac

cord

ance

with

ter

ms

and

cond

ition

s as

per

Com

pany

s r

ules

d

The

afo

resa

id e

mpl

oyee

s ar

e ne

ither

rel

ativ

e of

any

Dire

ctor

of

the

Com

pany

nor

hol

d an

y eq

uity

sha

re i

n th

e C

ompa

ny

BIn

form

atio

n pu

rsua

nt t

o Se

ctio

n 19

7 of

the

Com

pani

es A

ct 2

013

read

with

Rul

es 5

(2)

and

5(3)

of

the

Com

pani

es (

App

oint

men

t an

dR

emun

erat

ion

of M

anag

eria

l Per

sonn

el) R

ules

201

4

On

beha

lf of

the

Boa

rd

Pla

ce

New

Del

hiD

R C

houd

hury

J S

ingh

Dat

e 1

5th

Apr

il 2

019

Dire

ctor

Dire

ctor

Desig

natio

nGr

oss

Rem

uner

atio

n(`

)

Net

Rem

uner

atio

n(`

)

Quali

ficat

ions

Date

ofco

mmen

ceme

ntof

empl

oym

ent

depu

tatio

n

Prev

ious

Em

ploy

men

t Po

sitio

n He

ld

34

56

78

9

Expe

rienc

e(Y

ears

)Na

meAg

e

12

Top

ten

empl

oyee

s in

term

s of r

emun

erat

ion

draw

nMa

yur A

garw

al33

Chief

Fina

ncial

Offic

er31

5115

622

2466

8B

Com

A

CA

9

2501

2017

ITC

Limite

dC

SMa

nage

r - Fi

nanc

eDe

epen

dra R

ana

38

Chief

Exe

cutiv

e Of

ficer

2615

119

1426

865

Dip

in Ho

tel

1625

0120

17IT

C Lim

ited

Mana

gmen

tGe

nera

l Man

ager

Deep

ak K

umar

Gula

ti33

Comp

any

Secr

etary

9017

4083

9928

BCo

m

AC

S

701

0720

15Re

ligar

e Sec

uritie

s Lim

ited

LLB

Ma

nage

r - C

ompli

ance

Rosh

an Ja

cob R

ajan

31As

sistan

t Man

ager

7366

8164

6118

BB

A P

GD

M

501

0320

18Th

e Fer

n Hote

l(M

arke

ting)

Sales

Man

ager

Kuna

l Pah

wa

37Ch

ief E

xecu

tive

Offic

er64

0997

2173

09Di

p in

Hote

l15

0102

2019

ITC

Limite

dMa

nagm

ent

Gene

ral M

anag

erSa

ikat S

engu

pta47

Exec

utive

4183

8535

8861

BCo

m

2613

0519

95Jin

dal H

otels

Limite

dFr

ont o

ffice A

ssist

ant

Rajar

am K

ashir

am B

abar

52Se

nior E

xecu

tive

4175

8231

7347

BCo

m

2201

1220

16Ho

tel K

avira

j Ex

ecuti

veVa

sund

hara

Son

awan

e52

Exec

utive

4010

0533

6903

HSC

Cer

tifica

te29

0104

1993

Nil

Cour

se in

Coo

kery

Vada

nsing

h Gum

ansin

gh55

Junio

r Ex

ecuti

ve38

9706

3139

72HS

C D

ip in

Hot

el38

0501

1994

Hotel

Ram

a-inn

Ra

nava

tMa

nagm

ent

Senio

r Cap

tain

Prav

in Ma

kwan

a56

Supe

rviso

r36

4111

3104

078th

Stan

dard

3410

0419

86Do

dsal

Comp

any

Weld

er


39












40

BALANCE SHEET














41




II Other Income 15 19625544 17119109


IV EXPENSES



Other Expenses 17 3107913 3334087



VI Tax Expense

Current Tax 18 11653499 9272310

Deferred Tax 18 (618755) 2350502





Basic (in `) 1077 890

Diluted (in `) 1077 890







42

















43

CASH FLOW STATEMENT









Amount in `












763039 48653846

44












45


















46

















47














48

2P

rope

rty

Pla

nt a

nd E

quip

men

tA

mou

nt i

n `

NO

TES

TO

TH

E F

INA

NC

IAL

STA

TEM

EN

TS

Gros

s Bl

ock

Depr

eciat

on

Amor

tisati

onNe

t Blo

ck

Parti

cula

rsWi

thdraw

alWi

thdraw

alWi

thdraw

alWi

thdraw

alAp

ril 1

and

Marc

h 31

an

dMa

rch

31

April

1Fo

r the

and

March

31

For t

hean

dMa

rch

31

Marc

h 31

Ma

rch

31

2017

Addi

tions

Adjus

tmen

t20

18Ad

ditio

nsAd

justm

ent

2019

2017

year

Adjus

tmen

t20

18ye

arAd

justm

ent

2019

2019

2018

Tang

ible

Ass

ets

Build

ing

161

88

565

-16

188

565

-2

668

831

592

168

29

561

564

759

84-1

432

140

473

636

290

5518

76

721

140

44

961

147

56

425

Plan

t and

Equ

ipmen

t7

637

0120

716

742

985

-2

047

935

381

92-

--

--

--

538

192

742

985

Furn

iture

and

Fixt

ures

1

278

845

584

122

300

-11

818

110

482

--

--

--

-1

104

821

223

00

Offic

e Eq

uipme

nt2

017

-2

017

--

201

7-

--

--

--

201

72

017

Tota

l1

708

216

7-

263

001

705

586

7-

483

494

165

72

373

956

156

475

984

-14

321

404

736

3629

055

187

672

11

469

565

21

562

372

7

Full

y de

prec

iated

ass

ets

NO

TES

TO

TH

E F

INA

NC

IAL

STA

TEM

EN

TS

49





















50





2019 2019 2018 2018(No of ` (No of `






2019 2019 2018 2018(No of (No of






51

















52












53

















54


Income











55







DBO as at DBO as at31-03-2019 31-03-2018







56















57









58



Opinion



Basis for Opinion


Key Audit Matters








Sr No











59



















60





















61



















62










63

















64

Opinion







8

ROUTE MAP


9

N Anand




Other Directorships















CK Koshy





M Narayanan


YOUR DIRECTORS

10



Other Directorships








J Singh









D R Choudhury


Other Directorships



YOUR DIRECTORS




11







BOARD OF DIRECTORS


Composition





of Directors






Board Agenda












12









present

1 17th April 2018 6 6

2 7th August 2018 6 6


4 30th January 2019 6 5



















13
















Composition







2 7th August 2018 4 4


4 30th January 2019 4 3



M Narayanan1 4

C K Koshy 4

R C Mehta2 2




Composition






14



2 29th June 2018 2 2

3 7th August 2018 2 2




7 30th January 2019 2 2



J Singh 7

D R Choudhury 7

C K Koshy 0



Composition







2 30th January 2019 5 4



C K Koshy 2

N Anand 2

R C Mehta1 1

M Narayanan 2


Remuneration Policy







C K Koshy 150000-

R C Mehta1 70000-






15




N Anand 200

D R Choudhury Nil

C K Koshy Nil

R C Mehta Nil

M Narayanan Nil

J Singh Nil



























GHL CODE OF CONDUCT



16
















1 Leadership






4 Governance



17


AGM Details


















1 - 500 5152 9455 587438 1551501 - 1000 138 253 112061 296

1001 - 2000 68 125 100167 2652001 - 3000 26 048 62030 1643001 - 4000 16 029 58804 1554001 - 5000 11 020 50785 1345001 - 10000 23 042 163405 431

10001 - 50000 8 015 147787 39050001 - 100000 3 006 226954 599

100001 amp Above 4 007 2278084 6015Total 5449 10000 3787515 10000








18












Annual Results





34th 2015-16 Vadodara 20-09-2016 None390 007

Postal Ballot










19










Nomination Facility
















Depository Services




20















Profits (` ) (` )


b Tax Expense













HOTEL OPERATIONS


Financial Ratio

2018-19 2017-18 Change

Reason for change

Current Ratio


Return on Net Worth


21












RISK MANAGEMENT










22

AUDIT AND SYSTEMS












DEPOSITS


DIRECTORS







23












Board Evaluation








Statutory Auditors




24














OTHER INFORMATION





Cost Records












Sl DescriptionNo






25






CONCLUSION






















EMPLOYEES


26

ANNEXURE



















27














ANNEXURE











28













Opinion



Restrictions on Use





29

ANNEXURE











Sl No




30




Changeduring the

year










ANNEXURE

31






SlNo


Shares of total

Sharesof the

Company

of Sharespledged


No ofShares

of totalShares

of theCompany

of Sharespledged



during the year




SlNo







ANNEXURE

No of Shares

Sl No








32



SlNo






ANNEXURE

33








ANNEXURE

SlNo






34





ANNEXURE

SlNo






35


ANNEXURE











jointly


Company


jointly


Company




0 0 0 0


Sl No Directors



Committee Meetings








3759620

36







ANNEXURE

Sl No


Total Amount


Officer


Officer


1 Gross Salary


377472 2883242 880140 4140854


242908 136154 0 379062


0 0 0 0



0 0 0 0


37









all employees


LY ()

ANNEXURE











38

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n de

puta

tion

from

ITC

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(ITC

)

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s re

verte

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ITC

effe

ctiv

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th D

ecem

ber

2018

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a

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emun

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ion

incl

udes

sal

ary

var

iabl

e pa

y C

ompa

nys

con

tribu

tion

to p

rovi

dent

fun

d a

llow

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s amp

oth

er b

enef

its

app

licab

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erqu

isite

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ter

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and

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ter

ms

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afo

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34

56

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draw

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5115

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9

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38

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9017

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7366

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ikat S

engu

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4183

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2613

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dal H

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ont o

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ssist

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39












40

BALANCE SHEET














41




II Other Income 15 19625544 17119109


IV EXPENSES



Other Expenses 17 3107913 3334087



VI Tax Expense

Current Tax 18 11653499 9272310

Deferred Tax 18 (618755) 2350502





Basic (in `) 1077 890

Diluted (in `) 1077 890







42

















43

CASH FLOW STATEMENT









Amount in `












763039 48653846

44












45


















46

















47














48

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49





















50





2019 2019 2018 2018(No of ` (No of `






2019 2019 2018 2018(No of (No of






51

















52












53

















54


Income











55







DBO as at DBO as at31-03-2019 31-03-2018







56















57









58



Opinion



Basis for Opinion


Key Audit Matters








Sr No











59



















60





















61



















62










63

















64

Opinion







The General Manager 10th August, 2019 Dept. of Corporate ......The General Manager 10th August, 2019...

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Transcript of The General Manager 10th August, 2019 Dept. of Corporate ......The General Manager 10th August, 2019...