BYKE Directors Report

Dear Members,


The Company’s Directors have pleasure in presenting the Twenty Sixth Annual Report of the Company The Byke Hospitality Limited (“the Company, or the Byke”) along with Audited Financial Statement for the year ended March 31, 2016 .


Financial Highlights


(Rs,In Lakhs)






























































































































Particulars



Year Ended March 31, 2016



Year Ended March 31, 2015



Income



Income from Operations



23,152.36



18,141.87



Other Income



13.69



11.00



Total Income



23,166.05



18,152.87



Expenditure:



Less: Operating & Other Expenses



17,890.44



14,418.72



Profit before Depreciation, Finance Costs and Tax



5,275.61



3,734.15



Less: Depreciation



1,159.68



1,017.41



Less: Finance Costs



149.56



179.97



Profit before Tax



3,966.37



2,536.77



Less Provision for Taxes



1,372.69



533.35



Profit after Tax



2,593.68



2,003.42



Add: Surplus brought forward from the previous year



3,810.44



2,288.17



Amount available for appropriation



6,404.12



4,291.59



Appropriations:



Dividend



A dividend of 10% i.e. Rs,1/- per Equity Share was recommended by the Board of



Directors on May 20, 2016



400.98



400.98



(In respect of the previous year, a final dividend of 10% i.e. Rs,1/- per Equity Share was



declared and paid to the Members)



Tax on Dividend



81.63



80.17



Amount transferred to General Reserve



-



Surplus carried forward



5,921.51



3,810.44



Dividend


Your Directors are pleased to recommend a final dividend of 10% i.e. Rs,1.00 per share on equity share of Rs,10/- each, for the financial year ended March 31, 2016. The proposed final Dividend is subject to the approval of shareholders at the ensuing Annual General Meeting to be held on September 20, 2016 for the financial year ended March 31, 2016. The dividend would involve a cash outgo of Rs,400.98 lakhs towards dividend and Rs,81.63 lakhs towards tax on dividend.


The Register of Members and Share Transfer Books will remain closed from September 13, 2016 to September 20, 2016 (both days inclusive), for the purpose of payment of Dividend for the Financial Year ended March 31, 2016 and the Annual General Meeting. The Annual General Meeting is scheduled to be held on Tuesday, September 20, 2016.


Transfer of Share


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


Recognition


Your company pleased to share the recognition of our effort by the prestigious magazine “ Forbes Asia”. In 2015, “Forbes Asia” enlisted “The Byke Hospitality Limited” as Best under a Billion $ Company. In its Latest issue of June 2016 (page44-46), Forbes covered Our CMD Shri Anil Patodia’s thoughts & future plans.


Particulars of Loans, Guarantee or Investments


As on March 31, 2016, there were no outstanding loans or guarantee covered under the provisions of Section 186 of the Act. (Annexure A)


The details of changes in the Loans, Guarantee and Investments covered under the provisions of the Section 186 of the Act are given in the notes to the Financial Statements.


Deposits


Your Company has not accepted any deposits within the meaning of section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rule, 2014.


Particulars of Contract or Arrangement with Related Party


All Related Party Transactions entered during the year were in Ordinary Course of the Business and on Arm’s Length basis. No Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, were entered during the year by your Company.


The Company has formulated a policy on materiality of Related Party Transactions and also on dealing with Related Party Transactions. The policy is available on the Company’s website www.thebyke.com.


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


Statutory Auditor


The Auditors M/s A.P. Sanzgiri & Co, Chartered Accountants, the Statutory Auditor of the company will retire at the conclusion of the ensuing Annual General Meeting and they have expressed their unwillingness to be reappointed as an auditor. In this regard the company has received a notice from a shareholder proposing the name of M/s Borkar & Mazumdar as auditor in place of M/s A.P. Sanzgiri & Co, Chartered Accountants. Members may consider the appointment of M/s Borkar & Mazumdar as Statutory Auditors of the Company from the conclusion of ensuing Annual General Meeting to the conclusion of 31st Annual General Meeting of the company (subject to rectification of the appointment by the member at every Annual General Meeting held after this Annual General Meeting.)


Internal Auditor


Pursuant to provisions of Section 138 and other applicable provisions of Companies Act, 2013, P.P. Kapoor & Co., Chartered Accountants (Firm Registration No: 104806W) as Internal Auditor has been appointed as internal auditors for the financial year 2015-16.


Secretarial Auditor


Pursuant to the provision of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rule, 2014, the Board of the Directors of the Company had appointed M/s Suman Surekha & Associates, Practicing Company Secretary to undertake the Secretarial Audit of the Company for the year ended March 31, 2016. The secretarial Auditor has submitted their report and the Board took note of the same. The secretarial Audit Report is annexed as Annexure B.


Change in the Nature of Business


There is no change in the nature of business of the Company.


Significant and Material Orders


There are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company’s operations in future.


Statement under Companies (Appointment and Remuneration Of Managerial Personnel) Rules, 2014


Pursuant to Rule 5 of the Companies (Appointment and Remuneration) Rules, 2014 a disclosure on remuneration related information of employees, Key Managerial Personnel and Directors is annexed herewith and forming part of the report. (Annexure C)


However, there are no employees drawing remuneration more than Rs,60 Lacs p.a. or Rs,5 Lacs per month if employed for a part of year, therefore no disclosures are required under Rule 5(2) and Rule 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.


Extract of Annual Return


Details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as “Annexure D”


Internal Financial Control


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


The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit function, process owners undertake corrective action in their respective areas and thereby strengthen the


controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.


Corporate Social Responsibility initiatives


The Company has actively supported various initiatives in the areas of health, education and environment over the years. With the introduction of Section 135 of the Act, the company has constituted a Corporate Social Responsibility (“CSR”) Committee in the year 2014.


The CSR Policy adopted by the Board of Directors is available on the Company’s website www.thebyke.com. The CSR Committee decided to continue with the existing programs and increase focus on health and education in the years ahead. The Annual Report on Corporate Social Responsibility Activities is annexed herewith as Annexure E.


Detailed composition of the CSR Committee, number of meetings held during the year under review and other related details are set out in the Corporate Governance report which form a part of this report.


Corporate Governance Report


The report on Corporate Governance as stipulated under the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015 forms an integral part of this report. The requisite certificate from the Secretarial Auditors of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance.


Management Discussion and Analysis Report


Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 of SEBI (Listing Obligations & Disclosure Requirements) 2015 with the Stock Exchange in India, is presented in a separate section forming part of the Annual Report.


Transfer of amount to Investors Education and Protection Fund


As required under the provisions of Section 205A and 205C and other applicable provisions of Companies Act, 1956 (the corresponding provisions in the Companies Act, 2013 have not been notified, and hence the earlier law is still applicable in respect of these provisions), dividends that remain unpaid/ unclaimed for a period of seven years, are to be transferred to the account administered by the Central Government viz: Investor Education and Protection Fund (“IEPF”). Once the amounts that are due for refund are transferred to the IEPF, no claim shall lie in respect of those amounts against the Company. The Company had transferred unpaid dividend


amounts within the stipulated time to the IEPF. During the Financial year 2015-16, unpaid and unclaimed dividend for the Final dividend declared as on March 31, 2008 amounting to Rs,642717/- (Six Lakhs Forty Two Thousand Seven Hundred Seventeen only) was transferred to Investors Education and Protection Fund. The Board draws your attention that the unclaimed / unpaid dividend for the Final Dividend declared as on March 31, 2009 is due for transfer to IEPF during the current year. Members who have not yet encashed their dividend warrant(s) or those who are yet to claim their dividend amount which was declared for the financial year ended March 31,


2009, may write to the Company/ Company’s Registrar and Share Transfer Agent Sharex Dynamic India Private Limited.


Number of Meetings of the Board


The Board of the Directors of the Company met Four Times during the year 2015-16. The details of the various Board Meetings are provided in Corporate Governance Report that forms part of this Annual Report. The gap intervening between two meetings of the board is as prescribed in the Companies Act, 2013(hereinafter “The Act”).


Statement on Declaration of Independence by the Independent Directors


Pursuant to sub section (6) of Section 149 of the Companies Act, 2013 and Reg 16(1) b of the SEBI (Listing Obligation and Disclosure Requirement) Regulation, 2015, the Independent Directors of the Company viz, Mr. Ram Ratan Bajaj , Mr. Ramesh Vohra, Mr. Bharat Thakkar, Mr. Sandeep Singh, Ms. Sudha Gupta have given declaration to the Company that they qualify the criteria of independence as required under that Act and the regulation.


Policy on Directors’ Appointment and Remuneration


The Company’s policy on director’s appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which form part of this report.


Board Committees


The Company has the following Committees of the Board:


1. Audit Committee


2. Nomination & Remuneration Committee


3. Stakeholder’s Relationship Committee


4. Corporate Social Responsibility Committee


5. Risk Management Committee


The composition of each of the above committees, their respective role and responsibility is as detailed in the Report of Corporate Governance.


There has been no situation where the Board has not accepted any recommendation of the Audit Committee.


Board Evaluation


The Board has carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provision of the Act and the corporate governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements), Regulation 2015. Annual Board Evaluation is based on the guideline formulated by the Nomination & Remuneration Committee.


Board Composition, quality and timely flow of information, frequency of meetings and level of participation in discussion were some of the parameters considered during the evaluation process.


Further, the Independent Directors of the Company met once during the year on February 03, 2016 to review the performance of the Non-executive directors, Chairman of the Company, and performance of the Board as a whole.


Directors and Key Managerial Person


Mrs. Archana Anil Patodia retires in forthcoming Annual General Meeting and being eligible for re-appointment. The Board recommends her re-appointment.


The term of Mr. Anil Patodia (DIN 00073993) as Managing Director of the Company expires on July 31, 2016. Board of Directors, Nomination & Remuneration Committee recommend his re-appointment as Managing Director for the further term of Five years from August 01, 2016 subject to the approval of the shareholder in ensuing Annual General Meeting of the Company.


Mr. Manish Lahoti resigned from the post of Chief Financial Officer of the company with effect from May 20, 2016. The board places on records its deep sense of appreciation for the valuable contribution and guidance. Mr.Sumit Bajaj has appointed as Chief Financial officer of the company in the place of Mr. Manish Lahoti with effect from May 20, 2016.


Mrs. Swati Gupta resigned from the post of Company Secretary of the Company with effect from August 03, 2016 due to her pre-occupation. The board places on record its deep sense of appreciation for the valuable contribution and guidance. Ms. Neha


Mankame has appointed as Company Secretary of the Company in place of Mrs. Swati Gupta with effect from August 03, 2016.


Mr. Anil Patodia Managing Director of the Company,


Ms. Neha Mankame Company Secretary of the Company and Mr. Sumit Bajaj Chief Financial officer of the Company are the Key Managerial Personnel of the Company.


Whistle Blower Policy (Vigil Mechanism)


Pursuant to Section 177 of the Companies Act, 2013 the rules made there under and the Regulation 22 of SEBI (Listing Obligation & Disclosure Requirements) Regulation 2015, the Company has established a Vigil Mechanism for Directors and Employees to report genuine concerns about any instance of any irregularity, unethical practice and /or misconduct.


The Vigil Mechanism provides for


- adequate safeguards against victimization of persons who use the Vigil Mechanism;


- direct access to the Chairperson of the Audit Committee of the Board of Directors of the Company in appropriate or exceptional cases.


Details of the Vigil Mechanism policy are made available on the Company’s website www.thebyke.com.


Risk Management


The Company has devised and implemented a mechanism for risk management and has developed a Risk Management Policy. The Policy provides for constitution of a Risk Committee, which will work towards creating a Risk Register, identifying internal and external risks and implementing risk mitigation steps. The Committee will, on a quarterly basis, provide status updates to the Board of Directors of the Company.


Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013


Considering gender equality, the Company has zero tolerance for Sexual Harassment at workplace. The Company has an Anti Sexual Harassment Policy in line with the requirement of the Sexual Harassment of Woman at the workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.


The following is a summary of the Sexual Harassment complaints received and disposed off during the year 2015-16:


- No. of complaints received : NIL


- No. of complaints disposed off : NIL


Listing Fees


The company confirms that it has paid the annual listing fees for the year 2016-17 to National Stock Exchange (NSE), Bombay Stock Exchange (BSE) and Metropolitan Stock Exchange (MCX-SX).


Director’s Responsibility Statement


i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;


ii. Appropriate accounting policies have been selected and applied consistently and have made judgments and estimates that are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the profit and loss of the Company for the year ended March 31, 2016;


iii. Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;


iv. The annual accounts have been prepared on a going concern basis;


v. Proper internal financial controls were followed by the Company and such internal financial controls are adequate and were operating effectively;


vi. Proper systems are devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.


Auditors’ Report


The Auditors Report to the Shareholders does not contain any qualifications hence does not require any comments on the same. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the accounting standards prescribed by the Institute of Chartered Accountants of India.


The Secretarial Audit Report ~


The Secretarial Auditors Report to the Shareholders does not contain any qualifications hence does not require any comments on the same. A company, whose securities are listed on the Stock Exchanges, is compulsorily required to follow the secretarial standards prescribed by the Institute of Company Secretaries of India.


Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo


In view of the nature of activities which are being carried on by the company, Rules 2A and 2B of the companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 concerning conservation of energy and technology absorption respectively are not applicable to the company.


Further, there were no foreign exchange earnings or outgo during the year under review.


Acknowledgement


Your Directors take this opportunity to express the gratitude to all investors, clients, vendors, bankers, Regulatory and Government authorities, Stock Exchanges and business associates for their co-operation,, encouragement and continued support extended to the Company. Your Directors also wish to place on record their appreciation to the Associates for their continuing support and efforts in ensuring an excellent all round operational performance at all levels.


For and On behalf of the Board of Directors


Sd/-Anil Patodia


Managing Director


DIN: 00073993


Jaipur (Rajasthan)


August 03, 2016

CIN: U67190WB2003PTC096617. Trading in Commodities is done through our Group Company Dynamic Commodities Pvt. Ltd. The company is also engaged in Proprietory Trading apart from Client Business.
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