DIRECTOR’S REPORT

Dear Members,

The Directors have pleasure in presenting before you the 26th Director’s Report of the Company
together with the Audited Statements of Accounts for the year ended 31st March, 2018.

FINANCIAL RESULTS:
(Amt. in INR)
Particulars 2017-18 2016-17
Total Income including other income 1,66,97,828.07 20,88,000.00
Total Expenditure 49,41,301.90 18,66,009.19
Profit Before Tax 11,756,526.17 2,21,990.81
Current Tax 33,30,000.00 62,000.00
Prior period tax adjustment - -
Deferred tax Expanses 61,000.00 11,000.00
Profit after Tax 83,65,526.17 1,48,990.81

OPERATIONS:

During the year under review ended on 31st March, 2018 the Company has earned a profit of Rs.
83,65,523.17/-

PROSPECTS:

Your Company is expecting growth in business in Coming years in parallel with improvement in
economic scenario of the Country.

DIVIDEND:

Your Directors did not recommend any dividend for the financial year 2017-18.

TRANSFER TO RESERVES:

Your Company has Rs. 75,78,809.78/- in the Balance Sheet as reserves for the financial year
2017-2018.

DEPOSITS:
Your Company has not accepted any deposits covered under chapter V of the Companies Act,
2013, during the year under review. Further, there is no deposit outstanding which is in
contravention of provisions of companies Act, 2013.

DIRECTORS:

There are 3 Directors at the end of financial year:

1. Piyush Chahar
 2. Manju Chahar
3. Rishika Chahar

MEETINGS OF BOARD:
The Directors of the Company met 6 times during the financial year 2017-2018 on dated
20.04.2017, 03.07.2017, 05.07.2017, 01.09.2017, 03.12.2017 and 15.03.2018 The details of
directors attendance is given under below table:

Name 20.04.2017 03.07.2017 05.07.2017 01.09.2017 03.12.2017 15.03.2018

Piyush Chahar P P P P P P
Rishika Chahar P P p P P P
Manju Chahar# N.A N.A P P P P
# Appointed as Additional Director on 03.07.2017 and regularized as Director as on
01.09.2017.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTORS:

Your Company is a private Company and provisions of Companies Act, 2013 regarding
appointment of independent directors do not apply.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:

The provisions of Section 135 of the Companies Act, 2013 are not applicable on the company.

RISK MANAGEMENT:
Risks are events, situations or circumstances which may lead to negative consequences on the
Company’s business. Risk management is a structured approach to manage uncertainty. A formal
enterprise wide approach to risk management is being adopted by the Company and key risks will
now be managed within a unitary frame work. As a formal roll-out, all business divisions and
corporate functions will embrace Risk Management Policy and Guidelines and make use of these
in their decision making. Key business risk and their mitigation are considered in the annual
business plans and in periodic management reviews. The risk management process in our multi-
business, multi-site operations, over the period of time will become embedded into the
Company’s business systems and processes, such that our responses to risks remain current and
dynamic.

INTERNAL CONTROL SYSTEMS:

The Company has in place proper and adequate internal control systems commensurate with the
nature of its business and size and complexity of its operations. Internal control systems
comprising of policies and procedures are designed to ensure reliability of financial reporting,
timely feedback on achievement of operational and strategic goals, compliance with policies,
procedure, applicable laws and regulations, and that all assets and resources are acquired
economically used efficiently and adequately protected.

SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES:

Your Company does not have any Subsidiary, joint venture or associate Company.
AUDITORS:
M/s Garg Gul & Co., Chartered Accountants, has been appointed as Statutory
Auditors of the Company to hold office from the conclusion of 22nd Annual General
Meeting until the conclusion of the 27th Annual General Meeting of the Company.
Certificates have been received from them as per the provisions of Section 139 of the
Companies Act, 2013 and they are not disqualified for appointment as Statutory Auditors
of the Company.

As the first proviso to sub-section (1) of Section 139 requiring ratification has been
omitted by the Companies (Amendment Act) 2017, as notified by the Ministry of
Corporate Affairs on May 7, 2018 resolution seeking ratification of their appointment is
not required and therefore does not form part of the Notice convening the 26th Annual
General Meeting.

AUDITOR’S OBSERVATIONS:
There are no adverse remarks/observations set out in the Auditor’s Report of the Company.

LOAN, GUARANTEE OR INVESTMENTS:

Our Company has not given any Loan, Guarantee, provided security or made Investment in any
other Body Corporate or to any person.

RELATED PARTIES TRANSACTIONS:

The provisions of Section 188 and the Companies (Accounts) Rules, 2014 requires that the
particulars of contracts or arrangements. Company has not entered into any transaction with
related parties as provided in section 188 of the Companies Act, 2013.

EXTRACT OF ANNUAL RETURN:

The provisions of Section 92 of the Companies Act, 2013, requires that an extract of the Annual
Return in the prescribed format shall form part of the Companies Board Report. Therefore, an
extract of the annual return in Form No. MGT – 9 is enclosed and marked as Annexure-I.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN

EXCHANGE EARNINGS AND OUTGO:
The Particulars as described under Section 134(3) (m) of the Companies Act 2013 read with Rule
8 of the Companies (Accounts) Rules 2014, are given in Annexure - II to this report.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE

REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN
STATUS AND COMPANY’S OPERATIONS IN FUTURE:
No such Significant and Material orders Passed by the Regulators or Courts or Tribunals
Impacting the Going concern status and Company’s Operations.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF

THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL
STATEMENTS RELATE AND THE DATE OF THE REPORT:
There are no material changes and commitments affecting the financial position of the Company
between the end of the financial year and the date of this Report.
DIRECTORS RESPONSIBILITY STATEMENT:
Pursuant to section 134(3) (c) of the Companies Act 2013, your Directors, based on the
representations received from the operating management after due enquiry, confirm that:

a) in the preparation of annual accounts applicable accounting standards have been followed
along with proper explanation relating to material departures.
b) the directors had selected such accounting policies and applied them consistently and
made judgments and estimates that are reasonable and prudent so as to give a true and fair
view of the state of affairs of the company at the end of the financial year 2015-16 and of
the profit and loss of the company for the financial year 2015-16;
c) the directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis; and
e) the directors, in the case of a listed company, had laid down internal financial controls to
be followed by the company and that such internal financial controls are adequate and
were operating effectively.—N.A.
f) the directors had devised proper systems to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT:
Your Directors convey their sincere thanks to the various agencies of Central Government,
Financial Institution, Banks and other concerned agencies for the continued co-operation, help
and encouragement extended to the company during the period under review.
The Directors also thank the shareholders and investors for their support and confidence in the
company. Your Directors also wish to place on record their deep appreciation for the officers,
staff and workers of the company at all levels.

By order of the Board of Directors

For Pancham Hotels Private Limited

Piyush Chahar Rishika Chahar

Director Director
DIN: 03247417 DIN: 06926153
Flat No-244, Swarup Flat No-502, The Nav
Sadan CGHS Ltd, Plot no-4 Manesar CGHS Ltd Plot
Sector-13, Dwarka No-Gh-20, Sector-1, IMT
New Delhi 110078 Manesar Gurgaon 122001

Date: 01.09.2017
Place: Agra
 Annexure - I

Form No. MGT-9

EXTRACT OF ANNUAL RETURN as on the financial year ended on 31.03.2018

[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 : U99999DL1992PTC049222
ii) Registration Date : 18/06/1992
iii) Name of the Company : Pancham Hotels Private Limited
iv) Category / Sub-Category of : Company limited by shares/
the Company Indian Non -Government Company
v) Address of the Registered office : Flat No.244,Swarup Sadan,Cghs Ltd
vi) and contact details Plot No-4, Sector-13,Dwarka
New Delhi-110078
vii) Whether listed Company : No
viii) Name, Address and Contact details : N.A.
of Registrar and Transfer Agent, if any

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated:-
Sl. Name and Description of main NIC Code of the % to total turnover of
No. products / services Product/ the company
Service
1. Hotel Accommodation 5510 100%

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: NIL

S. Name and Address of CIN/GLN Holding/ % of shares Applicable
No. the Company Subsidiary held Section
/ Associate

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

(i) Category-wise Share Holding

Category of No. of Shares held at the No. of Shares held at the %
Shareholders beginning of the year end of the year Change
during
the year
Demat Physical Total % of Demat Physical Total % of
Total Total
Share Shares
A. Promoters
(1) Indian
a) Individual/HUF -- 20130 20130 100 -- 20130 20130 100 -
b) Central Govt
c) State Govt(s)
d) Bodies Corp.
e) Banks / FI
f) Any Other….
Sub-total (A) -- 20130 20130 100 -- 20130 20130 100 -
(1):-
2) Foreign
a) NRIs -
Individuals
b) Other –
Individuals
c) Bodies Corp
d) Banks / FI
e) Any Other….
Sub-total (A)
(2):- -- -- -- -- -- -- -- -- --
Total
shareholding of
Promoter -- 20130 20130 100 -- 20130 20130 100 -
(A) =
(A)(1)+(A)(2)

B. Public
Shareholding
1.Institutions
a) Mutual Funds - - - - - - - - -
b) Banks / FI - - - - - -- - - -
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital - - - - -- - - - -
Funds
f) Insurance - - - - - - - - -
Companies
g) FIIs - - - - - - - - -
h) Foreign - - - - - - - - -
Venture
Capital Fund
i) Others (specify) - - - - - - - - -
Sub-total (B)(1):- - - -- - - -- - - -
2. Non-
Institutions
a) Bodies Corp. - - - - - - - - -
i) Indian - - - - - - - - -
ii) Overseas -- - - - - - - - -
b) Individuals - - - - - - - - -
i) Individual - - - - - - - - -
shareholders
holding
nominal share
capital upto Rs. 1
lakh
ii) Individual - - - - - - - - -
shareholders
holding
nominal share
capital in excess
of Rs 1 lakh
c) Others - - - - - - - - -
(specify)
Sub-total (B)(2):- - - - - - - -- - -
Total Public - - - -- - - - - -
Shareholding
(B)=(B)(1)+(B)(2)

C. Shares held - - - - -- - - - -
by
Custodian for
GDRs & ADRs
Grand Total -- 20130 20130 100 -- 20130 20130 100 -
(A+B+C)

(ii)Shareholding of Promoters
Sl Shareholder’s Shareholding at the Share holding at the end % change in
No. Name beginning of the year of the year shareholding
during the
year
No. of % of %of No. % of %of
Shares total Shares of total Shares
Shares Pledged / Shares Shares Pledged /
of the encumbere of the encumbe
company d to total company red to
shares total
shares
1. Piyush Chahar 11025 54.77 NIL 11025 54.77 NIL NIL
2. Manju Chahar 9105 45.23 NIL 9105 45.23 NIL NIL

(iii) Change in Promoters’ Shareholding (please specify, if there is no change): No Change

Sl. Shareholding at the Cumulative Shareholding
No. beginning of the year during the year
No. of % of total No. of % of total
shares shares of shares shares of
the the
company company
At the beginning of the year 20130 100 20130 100
Date wise Increase /Decrease
in Promoters Share holding
No changes made during the financial year
during the year specifying the
reasons for increase/decrease-
At the End of the year 20130 100 20130 100

(iv)Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of
GDRs and ADRs): NIL
Sl. For Each of the Top 10 Shareholding at the Cumulative Shareholding
No. Shareholders beginning of the year during the year
 No. of % of total No. of % of total
shares shares of shares shares of
the company the company
At the beginning of the year
Date wise Increase/Decrease in
Share holding during the year
specifying the reasons for
increase / decrease (e.g.
allotment /transfer /bonus /
sweat equity etc):
At the End of the year (or on the
date of separation, if separated
during the year)

(v) Shareholding of Directors and Key Managerial Personnel:

Sl. For Each of the Directors Shareholding at the Cumulative Shareholding
No. and KMP beginning of the year during the year
No. of % of total No. of % of total
shares shares of shares shares of
the company the company
At the beginning of the year 11025 54.77 11025 54.77
Date wise Increase/Decrease in
Share holding during the year
specifying the reasons for During the year, Mrs. Manju Chahhar appointed as director on
increase / decrease (e.g. 03.07.2017.
allotment /transfer /bonus/sweat
equity etc):
At the End of the year 20130 100 20130 100

V. INDEBTEDNESS
Secured Unsecured Deposits Total
Loans Loans Indebtedness
excluding
deposits
Indebtedness at the beginning of the
financial year
i) Principal Amount - 34,69,514 - 31,06,514
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 34,69,514 - 31,06,514
Change in Indebtedness during the
financial year
 Addition - - - -
 Reduction 26,34,500 26,34,500
Net Change - 26,34,500 26,34,500
Indebtedness at the end of the financial -
year
i) Principal Amount - 8,35,014 - 8,35,014
ii) Interest due but not paid - - - -
iii) Interest accrued but not due - - - -
Total (i+ii+iii) 8,35,014 - 8,35,014
 VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: Commented [A1]: Kindly Confirm

A. Remuneration to Managing Director, Whole-time Directors and/or Manager:

Sl. Particulars of Remuneration Name of MD/WTD/ Manager Total
no. Amount
Piyush Chahar Rishika Chahar Manju Chahar
1 Gross salary - - - -
(a) Salary as per provisions - -
contained in section 17(1)
of the Income-tax Act, 1961
(b) Value of perquisites u/s
17(2) Income-tax Act, 1961
(c) Profits in lieu of salary
under section 17(3) Income tax
Act, 1961
2. Stock Option
3. Sweat Equity
4. Commission
- as % of profit
- others, specify…
5. Others, please specify
Total (A)
Ceiling as per the Act
B. Remuneration to other Directors: Nil
Sl. Particulars of Remuneration Name of Directors Total
no. Amount
3. Independent Directors
 Fee for attending board /
 committee meetings
 Commission
Others, please specify
Total (1)
4. Other Non-Executive
Directors
 Fee for attending board /
 committee meetings
 Commission
 Others, please specify
Total (2)
Total (B)=(1+2)
Total Managerial Remuneration
Overall Ceiling as per the Act

C. Remuneration to Key Managerial Personnel other than MD/Manager/WTD: Nil

Sl. Particulars of Remuneration Key Managerial Personnel
no.
CEO Company CFO Total
Secretary

1. Gross salary
(a) Salary as per provisions contained in
section 17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) Income-
 tax Act, 1961
(c) Profits in lieu of salary under section
17(3) Income tax Act, 1961
2. Stock Option
3. Sweat Equity
4. Commission
- as % of profit
- others, specify…
5. Others, please specify
Total
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES: NIL
Type Section of Brief Details of Authority Appeal
the Companies Description Penalty / [RD / NCLT made,
Act Punishment/ / COURT] if any
Compounding (give
fees imposed Details)

A. COMPANY
Penalty
Punishment
Compounding
B. DIRECTORS
Penalty
Punishment
Compounding
C. OTHER OFFICERS IN DEFAULT
Penalty
Punishment
Compounding
By order of the Board of Directors
For Pancham Hotels Private Limited

Piyush Chahar Rishika Chahar

Director Director
DIN: 03247417 DIN: 06926153
Flat No-244, Swarup Flat No-502, The Nav
Sadan CGHS Ltd, Plot no-4, Manesar Cghs Ltd Plot
Sector-13, Dwarka No-Gh-20, Sector-1, Imt
New Delhi 110078 Manesar Gurgaon 122001

Date: 01.09.2018
Place: Agra
 Annexure - II
Disclosure of Particulars pursuant to Companies (Disclosure of particulars in the report of the
Board of Directors) Rules 1998.

A. CONSERVATION OF ENERGY:
Energy conservation continues to receive priority attention at all levels. All efforts are made to conserve
and optimize use of energy continuous monitoring, improvement in maintenance and distribution systems
and through improved operational techniques.

B. TECHNOLOGY ABSORPTION:
Business of your company is not technology driven, hence no such expanses are incurred.

C. FOREIGN EXCHANGE EARINGS AND OUTGO: NIL

By order of the Board of Directors

For Pancham Hotels Private Limited

Piyush Chahar Rishika Chahar

Director Director
DIN: 03247417 DIN: 06926153
Flat No-244, Swarup Flat No-502, The Nav
Sadan CGHS Ltd, Plot no-4, Manesar Cghs Ltd Plot
Sector-13, Dwarka No-Gh-20, Sector-1, Imt
New Delhi 110078 Manesar Gurgaon 122001

Date: 01.09.2018
Place: Agra